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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Pires Investments Plc | LSE:PIRI | London | Ordinary Share | GB00BD07SH45 | ORD 0.25P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.95 | 0.90 | 1.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 420k | -366k | -0.0020 | -475.00 | 173.81M |
From Apr 2019 to Apr 2024
TIDMPIRI
RNS Number : 5266F
Pires Investments PLC
28 July 2016
Pires Investments PLC
("Pires" or the "Company")
Unaudited interim results for the six months to 30 April 2016
Chairman's Statement
During the period under review the Company continued to incur significant losses though at a lower rate than during the previous twelve months. Operating costs were lower during the period but the full benefit of the cost reduction programme referred to with the results for the year ended 31 October 2015 and announced in April this year had not begun to come through. Costs it is hoped will be significantly lower in the future.
Overall our investments suffered some diminution in value though this was very largely again due to a further drop in value of our holding in Rame Energy plc ("Rame"), about which more will be said below. In respect of our other holdings, our holding in SalvaRx Group plc ("SalvaRx") showed a further modest increase in value as did that in Kennedy Ventures plc ("Kennedy"), though both have fallen back somewhat since the end of the period. Armstrong Ventures plc ("Armstrong") (now called EVR Holdings plc) announced a reverse transaction but the shares unfortunately fell in price on the announcement of this transaction.
In operational terms, positive progress was made in three of our other investee companies. In March a reverse takeover was completed into the then 3Legs Resources plc to acquire SalvaRx Limited, a cancer immunotherapy development group, as described in our full year results issued on 29 April 2016. Since then two particular developments have been announced - the awarding of an Euro 8.3m EU grant to the consortium of which they are a part to take one of SalvaRx's products through phase 2 human testing and an investment in a further cancer drug development company, Intensity Therapeutics Inc, whose lead product is planned to enter human clinical trials this year.
Kennedy, which acquired a tantalite project in Namibia in 2015, began mining in the final months of 2015. It has very recently completed subject to shareholder approval a GBP2m equity raise to enable it to upgrade its tantalite recovery and to begin work on a potentially valuable lithium deposit that has been discovered in association with the tantalite.
Armstrong announced, just before the end of the period under review the reverse takeover of MelodyVR Limited which provides virtual reality music devices and content. This transaction has been approved by Armstrong shareholders and implemented, along with a change of name to EVR Holdings plc.
Our holdings in Kennedy and Armstrong are relatively small and we have in part profitably realised these investments and will likely continue to divest these holdings.
The performance of Rame, our largest holding, has been particularly disappointing. Having announced their intention to raise up to GBP2.8m of new equity on 28 April 2016, they have not to date done so and were unable to produce their results within the timescale set by the AIM rules. As a result their shares were suspended on 1 July 2016 and remain so today. The Board is not able to provide any clarification as to when and how this situation is likely to be resolved.
As previously indicated, we continue to seek a single investment or reverse opportunity if possible on a share-for-share basis and we have made further reductions in our operating costs.
The Company has been operating on limited cash resources for some time. In the Circular of 11 March 2016, the Company announced that, as an initial step towards delivering the strategy mentioned in the last paragraph, the Board was proposing to seek to raise fresh equity capital which was expected to be sufficient to enable the Company to investigate suitable opportunities and undertake adequate due diligence in order to move towards execution of a significant acquisition. However, it was later decided by the Board to undertake a smaller capital raise of GBP100,000, through a subscription at 4.73p, principally subscribed by our largest shareholder, Ambrosia Investment Limited ("Ambrosia"), which now has a 28.8 % holding in the Company.
In view of the position of the Company's investment portfolio and in particular the suspension of trading in the shares of Rame, the Board has arranged a working capital facility, which will be in the form of a convertible unsecured loan note or a similar instrument, with its major shareholder, Ambrosia, up to the value of GBP200,000 that may be drawn down over a period of eighteen months and will not be repayable until a significant transaction or equity fundraising has been completed.
Conversion of the unsecured loan note (and any interest) may not occur to the extent that, immediately following such conversion, the new fully paid shares which are the subject of such conversion to be issued to the noteholder would carry 30% or more of the voting rights of the Company, unless such conversion is affected as part of a sale of the entire issued share capital of the Company or is part of a mandatory offer for the remaining shares in the Company, under Rule 9 of the Takeover Code.
It is not of course possible in view of its present shareholding position for Ambrosia to subscribe for significantly more ordinary shares without triggering a bid obligation.
As Ambrosia is a related party, the independent directors of the Company, having consulted with our nominated adviser, believe that the terms of the facility are fair and reasonable insofar as shareholders are concerned.
Peter Redmond
Chairman
Enquiries:
Pires Investments plc Peter Redmond, Director Tel: +44 (0) 20 7917 1817 Nominated Adviser Cairn Financial Advisers Tel: +44 (0) 20 7148 7900 LLP Liam Murray Broker Peterhouse Corporate Finance Tel: +44 (0) 20 7469 0935 Duncan Vasey / Lucy Williams Tel: +44 (0) 20 7469 0936
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 April 2016
Hot Features
Premium
Unaudited Unaudited Audited
6 months 6 months Year
ended ended Ended
30-Apr 30-Apr 31-Oct
2016 2015 2015
Continuing activities GBP GBP GBP
Notes
Revenue
Investment income - - 134
Other income 13 8,314 6,200
Total revenue 13 8,314 6,334
(Losses) on investments
held at fair value through
profit or loss (22,843) (218,172) (80,380)
Operating expenses (130,980) (145,518) (380,652)
---------- ---------- ----------
Operating (loss) from
continuing activities (153,810) (355,376) (454,698)
(Loss) before taxation
from continuing activities (153,810) (355,376) (454,698)
Tax 342 - -
(Loss) for the period and
total comprehensive income
attributable to equity
holders of the Company (153,468) (355,376) (454,698)
Basic (loss) per share 3
Equity holders
Basic and diluted (0.006p) (0.015p) (0.019p)
UNAUDITED STATEMENT OF FINANCIAL POSITION
As at 30 April 2016
Unaudited Unaudited Audited
As at As at As at
30-Apr 30-Apr 31-Oct
2016 2015 2015
GBP GBP GBP
Notes
NON-CURRENT
ASSETS
Property, plant
and equipment 503 1,610 1,057
Investment in 1 - -
subsidiaries
TOTAL NON CURRENT
ASSETS 504 1,610 1,057
CURRENT ASSETS
Investments 483,093 561,040 516,520
Trade and other
receivables 35,818 138,014 50,561
Cash and cash
equivalents 52,681 99,897 61,825
------------- ------------- -------------
TOTAL CURRENT
ASSETS 571,592 798,951 628,906
------------- ------------- -------------
TOTAL ASSETS 572,096 800,561 629,963
============= ============= =============
EQUITY
Called up share
capital 11,853,192 11,853,192 11,853,192
Share premium
account 2,904,840 2,904,840 2,904,840
Retained earnings (14,483,815) (14,299,349) (14,398,671)
Capital redemption
reserve 164,667 164,667 164,667
------------- ------------- -------------
TOTAL EQUITY 4 438,884 623,350 524,028
LIABILITIES
CURRENT LIABILITIES
Trade and other
payables 133,212 177,211 105,935
------------- ------------- -------------
TOTAL LIABILITIES
AND CURRENT
LIABILITIES 133,212 177,211 105,935
TOTAL EQUITY
AND LIABILITIES 572,096 800,561 629,963
============= ============= =============
UNAUDITED CASH FLOW STATEMENT
For the six months ended 30 April 2016
Unaudited Unaudited Audited
Year
6 months 6 months ended
ended ended ended
30-Apr 30-Apr 31-Oct
2016 2015 2015
GBP GBP GBP
Notes
Cash flows from operating
activities 5
Net cash absorbed
by operating activities (38,586) (123,015) (335,219)
Cash flows from investing
activities
Payments to acquire
investments - (80,600) (80,600)
Proceeds of sale of
investments 10,587 - 182,312
Disposal of subsidiary 18,500 - -
Finance income received 355 - 134
Other income received - 8,314 -
Net cash (used in)/from
investing activities 29,442 (72,286) 101,846
---------- ---------- ---------
Cash flows from financing
activities
Net repayments on
borrowings - - -
Finance costs paid - - -
Net cash from financing
activities - - -
---------- ---------- ---------
Net (decrease) in
cash and cash equivalents
during the period (9,144) (195,301) (233,373)
Cash and cash equivalents
at beginning of the
period 61,825 295,198 295,198
Cash and cash equivalents
at end of the period 52,681 99,897 61,825
---------- ---------- ---------
Notes to the Unaudited Interim Report
1. GENERAL INFORMATION
Pires Investments PLC (the "Company") is a company domiciled in England whose registered office address is c/o Cooley Services Limited, Dashwood, 69 Old Broad Street, London EC2M 1QS. The condensed interim financial statements of the Company for the six months ended 30 April 2016 is that of the Company only. The Company disposed of its subsidiary, (Ventec Renewable Energy Limited), in February 2016. The condensed interim financial statements for the six months ended 30 April 2015 are those of the Group which had a subsidiary during that period.
The condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.
The financial information for the year ended 31 October 2015 has been extracted from the statutory accounts for that period which were prepared in accordance with International Financial Reporting Standards ("IFRS"). The auditors' report on the statutory accounts was unqualified. A copy of those financial statements has been filed with the Registrar of Companies.
The financial information for the six months ended 30 April 2014 and 2015 was also prepared in accordance with IFRS.
The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements.
The condensed interim financial statements were authorised for issue on 30 July 2016.
2. BASIS OF ACCOUNTING
The consolidated financial statements are unaudited and have been prepared on the historical cost basis in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS") using the same accounting policies and methods of computation as were used in the annual financial statements for the year ended 31 October 2015. As permitted, the interim report has been prepared in accordance with the AIM rules for Companies and is not compliant in all respects with IAS 34 Interim Financial Statements. The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and hence cannot be construed as in full compliance with IFRS.
3. LOSS PER SHARE
The calculation of the basic loss per share is based on the following data:
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
30-Apr 30-Apr 31-Oct
2016 2015 2015
GBP GBP GBP
Profit/(loss) on continuing
activities after tax (153,468) (355,376) (454,698)
Basic and fully diluted
Basic and fully diluted (loss)/earnings per
share have been computed based on the following
data:
Number of
shares
Weighted average number
of ordinary shares for
the period 2,321,659,864 2,321,659,864 2,321,659,864
Basic (loss)/earnings
per share from continuing
activities (p) (0.006) (0.015) (0.019)
There were no dilutive instruments that would
give rise to diluted earnings per share
4. STATEMENT OF CHANGES IN EQUITY
Share Capital Share Capital Retained Total
Premium Redemption Earnings
Reserve
GBP GBP GBP GBP GBP
At 1 November
2014 11,853,192 2,904,840 164,667 (13,943,973) 978,726
Loss for the
6 months ended
30 April 2015 (355,376) (355,376)
At 30 April
2015 11,853,192 2,904,840 164,667 (14,299,349) 623,350
Loss for the
6 months ended
31 October 2015 (99,322) (99,322)
At 31 October
2015 11,853,192 2,904,840 164,667 (14,398,671) 524,028
At 31 October
2015
Loss for the
6 months ended
30 April 2016 (153,468) (153,468)
Adjustment re
disposal of
subsidiary 68,324 68,324
At 30 April
2016 11,853,192 2,904,840 164,667 (14,483,815) 438,884
============= ========= =========== ============ =========
5. NOTES TO THE CASH FLOW STATEMENT
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
30-Apr 30-Apr 31-Oct
2016 2015 2015
GBP GBP GBP
Cash flow from operations
Profit/(loss) (153,468) (355,376) (454,698)
Depreciation 553 553 1,106
Realised loss/(gain) on
investments - - (38,969)
Fair value movements in
investments 22,843 218,172 119,349
Finance income (355) (8,314) (134)
(Increase)/decrease in
receivables 40,522 (15,619) 71,835
Increase/(decrease) in
payables 51,319 37,569 (33,708)
---------- ---------- ----------
Cash flow from operations (38,586) (123,015) (335,219)
========== ========== ==========
6. DISTRIBUTION OF INTERIM REPORT
Copies of the Interim Report for the six months ended 30 April 2016 can be obtained from the Registered Office during normal business hours and are available on the Company's website, www.piresinvestments.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR SESFSAFMSEEW
(END) Dow Jones Newswires
July 28, 2016 06:29 ET (10:29 GMT)
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