We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register to chat with like-minded investors on our interactive forums.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Otium Ventures | LSE:OTV | London | Ordinary Share | GB00B29KF658 | 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% | 1.25 | 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
TIDMOTV
RNS Number : 1093I
Otium Ventures PLC
09 June 2011
Final Results
Results for the year ended 31 December 2010
Otium Ventures Plc (Ticker: OTV.L), the AIM listed investment company, is pleased to announce its results for the year ended 31 December 2010.
Highlights:
-- Operating profit of GBP1,227,148 after administrative expenses of GBP302,409 and exceptional items of GBP1,529,557
-- Profit for the financial year of GBP1,080,951
Post year-end:
-- Full discharge of the Company Voluntary Arrangement (CVA) paying creditors two pence in the pound on 11 April 2011
Commenting on the results, Chairman Paul Seakens said: "Otium Ventures Plc is now a clean vehicle, however the company has not been able, despite the best efforts of the board, to implement its current investing strategy. As announced on 16 May 2011, the company's ordinary shares remain suspended from trading on AIM. The company however remains at an advanced stage of exploring potential opportunities and anticipates being able to provide a further update to shareholders by mid-June."
The next annual general meeting of the Company will be held at 11:00 on 1 July 2011 at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG..
Copies of the report and accounts are today being distributed to shareholders, along with the notice convening the aforementioned annual general meeting, and are available from: www.otiumventures.com
OTIUM VENTURES PLC
CHAIRMAN'S STATEMENT
Introduction
During the year the board undertook a restructuring of the Company's activities and with the support of its primary lender proposed a Company Voluntary Arrangement ("CVA"), which was approved by shareholders and creditors on the 12(th) May 2010. Creditors were paid out between November 2010 and April 2011 largely after the end of this financial period. The CVA wrote off 98% of the amount due to creditors and the company's primary lender swapped all but GBP200,000 of its remaining debt into equity in November. The CVA was fully discharged on the 11(th) April 2011 and I am pleased to report that the company is no longer in an arrangement.
Len Russell resigned as Chairman from the board during the year and was not replaced due to the non-operating status of the business. I would like to thank Len for his support during that period.
Summary of Financial Statements
As the company was not operating there was no turnover or direct expenses. After administrative expenses totalling GBP302,409 and positive exceptional items for the year totalling GBP1,529,557 we show an operating profit of GBP1,227,148. Our net finance costs were GBP146,197 creating a total profit for the year of GBP1,080,951, equivalent to a 1.02 pence profit per Ordinary share.
Balance Sheet & Cash Flow
The net liability position of the Company at 31 December 2010 was GBP680,384. During the year the company raised a total of GBP225,000 through the issuance of new Convertible Loan Note Facilities and, of these, GBP85,538 were converted into new Ordinary shares of GBP0.0001 each.
Current Trading & Outlook
Otium Ventures Plc is now a clean vehicle, however the company has not been able, despite the best efforts of the board, to implement its current investing strategy. As announced on 16(th) May 2011 the company's ordinary shares remain suspended from trading on AIM. The company however remains at an advanced stage of exploring potential opportunities and anticipates being able to provide a further update to shareholders in mid-June.
Paul Seakens
Director
7 June 2011 OTIUM VENTURES PLC
DIRECTORS' REPORT
The directors are pleased to present their report and the audited financial statements for the year ended 31 December 2010.
Principal Activities
The company is an investment company with an investing policy pursuant to AIM Rule 15.
Business Review
A review of the business and future developments is contained in The Chairman's Statement.
Principal Risks and Uncertainties
As the company is currently inactive the principal financial risks are limited only to liquidity risk at this time. Details of these are provided in note 2 to the financial statements.
Results and Dividends
The results for the year are set out in the income statement. The directors do not recommend the payment of a dividend.
Post balance sheet events
On the 11(th) April 2011 the Company Voluntary Arrangement was completed and closed.
Capital structure
Details of the company's share capital, including shares issued in the year, are shown in note 18 to the financial statements.
Substantial shareholdings
As at 16(th) May 2011, the directors had been notified by the following investors that they hold or are beneficially interested in 3% or more of the Company's ordinary share capital:
Hot Features
Premium
% of issued
No of shares share capital
Mr J P McKeon 213,845,175 54.6
Palmdale Investments SA 117,383,599 29.9
OTIUM VENTURES PLC
DIRECTORS' REPORT (continued)
Directors
The directors during the year were:
A C Lubin
P M Seakens
L Russell (appointed 20 May 2010, resigned 12 October 2010)
P P Marks (resigned on 7 April 2010)
Directors' Share Options
Details of directors' share options outstanding at 31 December 2010 are provided below;
Director Grant Date Options Issued Exercise Price
A Lubin 27 /11/2007 1,500,000 0.20p
P Seakens 24/04/2008 600,000 0.20p
A Lubin 08/11/2010 5,871,137 0.04p
P Seakens 08/11/2010 5,871,137 0.04p
Supplier Payment Policy
The company's policy is to settle terms of payment with suppliers when agreeing the terms of each transaction, ensure that suppliers are made aware of the terms of payment and abide by the terms of payment. Trade creditors of the company at 31 December 2010 were equivalent to 378 days' purchases.
Employment of the Disabled
It is the policy of the company to give full and fair consideration to the employment of disabled persons in jobs suited to their individual circumstances and, as appropriate, to consider them for recruitment opportunities, career development and training. Where possible, arrangements are made for the continuing employment of employees who have become disabled whilst in the company's employment.
Employee Consultation
As at the date of this report this company only had two employees, both of who are directors.
Charitable and Political Contributions
During the year, the company made charitable donations of GBP2 (2009: GBP350). During the year, the company did not make any political donations (2009: nil).
OTIUM VENTURES PLC
DIRECTORS' REPORT (continued)
Statement of disclosure to the independent auditors
Each of the persons who is a director at the date of approval of this report confirms that:
(i) so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
(ii) the director has taken all the steps necessary as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Clarkson Hyde LLP have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.
By order of the Board
Paul Seakens
Company Secretary
7 June 2011
OTIUM VENTURES PLC
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under the law the directors have elected to prepare the company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for the period. In preparing these financial statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements;
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies' Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the directors, whose names are listed on page 2, confirms that, to the best of each person's knowledge and belief:
a. the financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit & loss of the company, and
b. the directors' report contained in the annual report includes a fair review of the development and performance of the business and the position of the company, together with a description of the principal risks and uncertainties that they face.
OTIUM VENTURES PLC
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF OTIUM VENTURES PLC
We have audited the financial statements of Otium Ventures plc for the year ended 31 December 2010 which comprise the income statement, the balance sheet, the cash flow statement, the statement of changes in equity and the related notes. 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.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors' responsibilities set out on page 5, 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 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 (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
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 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.
Opinion on financial statements
In our opinion:
- the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2010 and of its profit for the year then ended;
- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
- have been prepared in accordance with the requirements of the Companies Act 2006.
Emphasis of matter - Going concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 1 to the financial statements concerning the company's ability to continue as a going concern. The company completed its Company Voluntary Arrangement in April 2011. However the company is dependent on receiving further funding to cover its ongoing expenses, the receipt of which is not certain as at the date of approval of these financial statements. This condition indicates the existence of a material uncertainty that may cast significant doubt about the group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the group was unable to continue as a going concern.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
OTIUM VENTURES PLC
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF OTIUM VENTURES PLC (continued)
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 company, or returns adequate for our audit have not been received from branches not visited by us; or
- the 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.
Andrew Seton (Senior Statutory Auditor)
for and on behalf of Clarkson Hyde LLP,
Chartered Accountants and
Statutory Auditor
70 Conduit Street
London
W1S 2GF
Date: 7 June 2011
OTIUM VENTURES PLC
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2010
Notes 2010 2009
GBP GBP
Revenue - 1,196
Cost of Sales - -
---------- ------------
Gross profit - 1,196
Administrative Expenses (302,409) (680,363)
Exceptional Items 5 1,529,557 (4,417,941)
---------- ------------
Operating Profit/(Loss) 4 1,227,148 (5,097,108)
Investment income - -
Finance Costs 6 (146,197) (162,761)
---------- ------------
Profit before Taxation 1,080,951 (5,259,869)
Taxation 9 - -
----------
Profit/(loss) for the
financial year 1,080,951 (5,259,869)
========== ============
Earnings per share -
basic and fully diluted 10 1.04p (11.0)p
OTIUM VENTURES PLC
BALANCE SHEET
AS AT 31 DECEMBER 2010
Notes 2010 2009
GBP GBP
Fixed Assets
Tangible Fixed Assets 11 595 -
------------ ------------
595 -
Current Assets
Trade and other receivables 13 70,529 6,537
Cash and cash equivalents 14 65,515 8,623
------------ ------------
136,044 15,160
------------ ------------
Current Liabilities
Trade and other payables 15 (477,561) (330,380)
Convertible loans 16 (339,462) -
------------ ------------
(817,023) (330,380)
------------ ------------
Net Current Liabilities (680,979) (315,220)
------------ ------------
Non-Current Liabilities
Non-current borrowings 17 - (1,750,000)
------------
Net Liabilities (680,384) (2,065,220)
============ ============
Equity
Share capital 18 724,151 484,420
Share premium 2,774,384 2,710,230
Retained earnings (4,178,919) (5,259,870)
------------ ------------
Equity Shareholders'
Funds (680,384) (2,065,220)
============ ============
Approved by the Board
on 7 June 2011 and signed
on its behalf by
Paul Seakens
Director
Company Number: 05874310
OTIUM VENTURES PLC
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2010
Note 2010 2009
GBP GBP
Cash flows from operating
activities
Profit/(loss) before
taxation 1,080,951 (5,259,869)
Adjustments for :
Depreciation - 326,600
Interest expense 146,197 162,761
(Increase)/decrease in trade
and other receivables (63,992) 3,237,705
Increase in trade and other
payables 147,181 330,380
------------ ------------
Cash generated/(used) in
operations 1,310,337 (1,202,423)
Interest paid (146,197) (162,761)
Net cash generated/(used)
in operating activities 1,164,140 (1,365,184)
------------ ------------
Cash flows from investing
activities
Purchase of property, plant
and equipment (595) -
------------ ------------
Net cash used in investing
activities (595) -
------------ ------------
Cash flows from financing
activities
Net new short term loans
received 339,462 -
Net new long term loans
received - 517,757
Long term loans repaid (1,750,000) -
Issue of shares 303,885 856,050
Net cash flow from
financing activities (1,106,653) 1,373,807
------------ ------------
Net increase in cash and cash
equivalents 56,892 8,623
Cash and cash equivalents at
beginning of the year 8,623 -
Cash and cash equivalents at
end of the year 14 65,515 8,623
============ ============
OTIUM VENTURES PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2010
Retained Share
earnings capital Share premium Total
GBP GBP GBP GBP
As at 1 January 2010 (5,259,870) 484,420 2,710,230 (2,065,220)
Profit for the year 1,080,951 - - 1,080,951
Ordinary shares issued
in the year - 239,731 64,154 303,885
As at 31 December 2010 (4,178,919) 724,151 2,774,384 (680,384)
============ ========= ============== ============
OTIUM VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared on the historical cost basis.
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results ultimately may differ from those estimates.
Going concern
In May 2010 the company and its creditors agreed a voluntary arrangement to cap the company's liabilities at the rate of 2p in the Pound. The voluntary arrangement was completed on 11(th) April 2011. The directors have prepared forecasts for the next 12 months and have considered the company's future cash flow requirements. The company is currently in discussions with potential investors to provide further working capital in order to pay for the company's ongoing administrative expenses and to fund future investments. The directors are optimistic that further funds will be raised and, on this basis, the directors believe that the company will continue in operational existence and that it is appropriate to prepare these financial statements on the going concern basis.
Property, plant and equipment
Property, plant and equipment are stated at cost net of accumulated depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost, less an estimated residual value, of the assets over their estimated useful lives at the following rates:
Office equipment 25% straight line
Leased assets
Rentals under operating leases are charged to the income statement on a straight-line basis over the lease term. All of the company's current leases are operating leases.
Foreign currency
Foreign currency transactions are recorded at the rate of exchange at the time of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the income statement.
Share based payments
Share options awarded to employees are measured at fair value at grant date using the Black-Scholes model. Inputs to the model are based on management's best estimates of appropriate volatility, discount rate and share price growth. The fair value is expensed on a straight-line basis over the vesting period, based on an estimate of the number of options that will eventually vest. Cash-settled share based payment transactions result in the recognition of a liability at its current fair value.
OTIUM VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
Financial instruments
Financial assets and liabilities are recognised at fair value in the company's balance sheet when the company becomes a party to the contractual provisions of the instrument.
The company classifies its financial instruments into loans and receivables (comprising cash and trade receivables) and other liabilities (comprising loan notes and trade payables).
Trade and other receivables
Trade and other receivables do not carry any interest and are stated at their nominal value unadjusted to reflect discounting for the time value of cash flows recoverable and are reduced by appropriate allowances for estimated irrecoverable amounts.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and deposits which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value and have an original maturity of three months or less at acquisition. Bank overdrafts are included within current liabilities unless there is a right of offset with cash balances.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Trade and other payables
Trade payables are not interest bearing and are stated at their nominal value.
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
2. Financial risk management
The company is exposed through its operations to one or more of the following financial risks that arise from its use of financial instruments. A risk management programme has been established to protect the company against the potential adverse effects of these financial risks.
Credit risk
The company is not exposed to significant credit risk. Sundry debtors at 31 December 2010 amounted to GBP67,580.
Liquidity risk
Liquidity risk arises from the company's management of working capital and finance charges. It is the risk that the company will encounter difficulty in meeting its financial obligations as they fall due. The liquidity risk is managed centrally by the finance function. Budgets are set and are agreed by the Board. As at 31 December 2010, the company had cash and cash equivalents amounting to GBP65,515.
Interest rate risk
The company's external borrowings at 31 December 2010 comprise of non-interest bearing convertible loans.
Foreign currency risk
The company has no significant foreign currency risk
OTIUM VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
3. Segment Reporting
The company's turnover and operating profit for the year are derived wholly from the company's principal activity and were generated wholly within the United Kingdom.
4. Operating profit/(loss)
2010 2009
GBP GBP
The operating profit/(loss) was
stated after charging:
Depreciation - 215,312
Auditors remuneration:
fees payable to the company's
auditor for the audit of the
- annual accounts 5,000 8,500
non audit fees relating to tax
- services and other services 931 5,253
====== ========
5. Exceptional items
2010 2009
GBP GBP
Amortisation of investment in
subsidiary undertaking - 326,600
Loss on disposal of subsidiary
undertaking - 492,000
Write off of loans to subsidiary
undertakings - 3,676,822
Repayment of VAT - (77,481)
Other sundry amounts written off (49,453) -
Profit on write-off of shareholder
loan (1,402,504) -
Profit on write-off of other loan (77,600) -
------------
(1,529,557) 4,417,941
============ ==========
6. Finance costs
2010 2009
GBP GBP
Interest on borrowings 146,197 162,761
======== ========
OTIUM VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
7. Information regarding directors and employees
2010 2009
No. No.
The average number of persons
(including directors) employed
by the company during the year
was:
Management and administration 2 5
======= ========
GBP GBP
Aggregate employee costs (including
directors) were:
Wages and salaries 17,594 328,958
Compensation for loss of office - 77,705
Social security costs 38,462 50,930
56,056 457,593
======= ========
8. Directors' remuneration
2010 2009
GBP GBP
Directors' remuneration during
the year was:
Emoluments 17,594 328,950
Compensation for loss of office - 77,705
17,594 406,655
======= ========
Highest paid director's remuneration;
Emoluments 9,172 120,000
======= ========
OTIUM VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
9. Taxation
2010 2009
GBP GBP
UK corporation tax in respect
of current year - -
========== ============
The tax charge for the year can
be reconciled to the loss for
the year as follows:
Profit/(Loss) before taxation 1,080,951 (5,259,869)
---------- ------------
Tax on profit/(loss) at standard
rate of 28% 302,667 (1,472,763)
Effect of:
Non-deductible (credits)/expenses (427,958) 1,323,290
Tax losses carried forward 125,291 149,473
Current tax charge - -
========== ============
10. Earnings per share
The basic earnings per share is calculated by dividing the
profit/(loss) attributable to equity shareholders by the
weighted average number of shares in issue in the year. In
calculating the diluted earnings per share, outstanding share
options warrants and convertible loans are taken into account
where the impact is dilutive.
2010 2009
Basic:
Profit/(Loss) for the financial
year GBP1,080,951 GBP(5,259,869)
Weighted average number of share
in issue 105,759,795 48,015,400
Basic earnings/(loss) per share 1.02p (11.0)p
The fully diluted earnings/(loss) per share is the same as
the basic earnings/(loss) per share. It is not reduced as
a result of dilution. In respect of the year ended 31 December
2010, the average market price of the company's shares was
less than the exercise price of outstanding warrants, options
and convertible loans. In respect of the year ended 31 December
2009, the loss per share is not reduced as a result of dilution.
OTIUM VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
11. Property, plant and equipment
Office
Equipment
GBP
Cost
At 1 January 2010 -
Additions 595
-----------
At 31 December 2010 595
-----------
Accumulated depreciation
At 1 January 2010 -
At 31 December 2010 -
-----------
Net book value
At 31 December 2010 595
At 31 December 2009 -
===========
12. Deferred taxation
Actual and potential deferred tax liabilities/assets are GBPnil (2009: GBPnil) as a result of both significant trading losses having been incurred and uncertainty as to when the company might make sufficient profits in the future.
13. Trade and other receivables
2010 2009
GBP GBP
Trade debtors - 1,117
Prepayments - 5,420
Other debtors 70,529 -
------- ------
70,529 6,537
======= ======
OTIUM VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
14. Cash and cash equivalents
2010 2009
GBP GBP
Cash at bank and in hand 65,515 8,623
======= ======
15. Trade and other payables
2010 2009
GBP GBP
Trade creditors 239,296 93,747
Other taxation and social security
costs 160,870 190,098
Other creditors 77,395 -
Accruals - 46,535
-------- --------
477,561 330,380
======== ========
16. Convertible loans
2010 2009
GBP GBP
Short term convertible loans 339,462 -
======== =====
Short term convertible loans comprise:
(i) GBP200,000 loan from Palmdale Investments S.A., a shareholder. The loan is repayable on or before 8 November 2011. The loan is interest free. The lender can at any time prior to repayment convert the loan to ordinary shares at a price equal to 90% of the volume weighted average price during the preceding 20 business days prior to the date of conversion. If the company is the subject of a reverse takeover, the lender may elect to convert the loan into ordinary shares at the placing or admission price. In any event, the loan cannot be converted to ordinary shares if it would mean the lender acquiring in excess of 29.99% of the share capital in the company.
(ii) GBP139,462 loan from J McKeon, a shareholder. The loan is repayable on or before 8 November 2011. The loan is interest free. The lender can at any time prior to repayment convert the loan to ordinary shares at a price of GBP0.0004 per share.
OTIUM VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
17. Non-Current Borrowings
2010 2009
GBP GBP
Other Loans - 1,750,000
===== ==========
18. Share capital
2010 2009
GBP GBP
Issued Share Capital:
48,442,000 Ordinary shares of GBP0.01 - 484,420
391,409,135 Ordinary shares of GBP0.0001 39,141 -
69,192,972 Deferred shares of GBP0.0099 685,010 -
724,151 484,420
======== ========
On 15 October 2010, Palmdale Investments S.A. converted GBP207,510 of its long term loan into 20,750,972 Ordinary shares of GBP0.01 each. On 1 November 2010, a members' resolution was passed for a capital reorganisation involving the split of each existing Ordinary share of GBP0.01 each into one Ordinary share of GBP0.0001 and ninety-nine Deferred shares of GBP0.0099 each. On 2 November 2010, Palmdale Investments S.A. and J McKeon converted GBP95,201 of their loans to the company into 310,477,802 Ordinary shares of GBP0.0001. Also on 2 November 2010, 11,738,360 Ordinary shares of GBP0.0001 were allotted to the directors, P Seakens and A Lubin, for a total consideration of GBP1,140.
Class rights attaching to the holders of Deferred shares:
- No rights to receive notice or attend meetings of the company
- No voting rights or any rights to receive dividends or other income distributions from the company
- Pro rata rights to receive capital distributions up to par value but the company has the right to purchase the Deferred shares for GBP1 in aggregate.
As at 31 December 2010, unexercised warrants, options and loan conversion rights over 964,431,462 Ordinary shares of GBP0.0001 have been granted at varying exercise prices of between GBP0.0015 and GBP0.0004.
OTIUM VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
19. Share based payments
The Group operates two share option schemes for directors
and other employees, an EMI Share Option Scheme and an Unapproved
Share Option Scheme. Under both schemes:
(a) No payment is required for the grant of an option.
(b) Options are granted with an exercise price equal to the
market value of the shares on the date of grant.
(c) Options are exercisable in two halves on the first and
second anniversaries of the date of grant.
(d) Options lapse on ceasing to be an employee or otherwise
10 years after the date of grant.
No new options were granted under the above schemes in the
year to 31 December 2010.
On 14 October 2010, the directors were granted options over
11,742,274 ordinary shares at an exercise price of GBP0.0004.
These options vested on 8 November 2010 on completion of
the restructuring of the share capital into Ordinary and
Deferred shares.
As at 31 December As at 31 December
2010 2009
Weighted Weighted
average average
exercise exercise
price price
Number GBP Number GBP
Outstanding at the
beginning of the year 7,150,000 0.002 7,050,000 0.20
Lapsed during the year (5,050,000) 0.002 (400,000) 0.20
Granted during the year 11,742,274 0.0004 500,000 0.20
Outstanding at the end
of the year 13,842,274 0.0006 7,150,000 0.20
============ ==========
Of the total number of options outstanding at 31 December 2010, 13,842,274 had vested and were exercisable at the end of the year (2009: 5,325,000).
As a result of the cessation of trading activities by the group in the year, the directors consider that share options outstanding at the end of the year are unlikely to be exercised and therefore no share based payments expense has been recognised for the year (2009: GBPnil).
OTIUM VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
20. Related party transactions
Share options granted to persons who served as a director
(i) during the year are as follows:
Exercise At 31 December
Grant date price 2010
P Seakens 08/11/2010 GBP0.0004 5,871,137
A Lubin 08/11/2010 GBP0.0004 5,871,137
------------------
11,742,274
==================
(ii) During the year the company incurred loan interest charges totalling GBP143,836 from Palmdale Investments S.A., a shareholder. This amount was not paid in cash but was converted into shares.
(iii) As at 31 December 2010, The company was owed GBP5,000 by London International Brokers Limited. P Seakens is a director of London International Brokers Limited.
(iv) As at 31 December 2010, P Seakens owed GBP9,996 (2009: GBPnil) to the company.
(v) As at 31 December 2010, A Lubin owed GBP4,496 (2009: GBPnil) to the company.
(vi) Administrative expenses include a contract termination fee of GBP71,030 from Aspirant Limited, a company controlled by Paul Marks who was also a director of Otium Ventures plc until 7 April 2010. At the end of the year, Otium Ventures plc owed Aspirant Limited a total of GBP103,863. This amount was subsequently reduced to GBP2,077 on conclusion of the company voluntary arrangement after the end of the year.
(vii) Administrative expenses include a charge of GBP6,500 from Vaeron Limited, a company connected with Paul Seakens.
21. Post balance sheet events
The Company Voluntary Arrangement entered into on the 12(th) May 2010 was completed on 11(th) April 2011. As a result, GBP447,156 of liabilities outstanding at the end of the year were settled with payments totalling GBP7,778.
22. Ultimate controlling party
The directors of the Company consider Mr J P McKeon to exercise ultimate control over the company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UWOVRAKANRAR
1 Year Otium Ventures Chart |
1 Month Otium Ventures Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
