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XPL Xplorer Plc

8.00
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Xplorer Plc LSE:XPL London Ordinary Share GB00B8VWXF68 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% 8.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Xplorer PLC Half Yearly Report (3685U)

02/12/2013 7:00am

UK Regulatory


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TIDMXPL

RNS Number : 3685U

Xplorer PLC

02 December 2013

Xplorer Plc

Interim Results for the period ended 30 September 2013

Chairman's Statement

I am pleased to present Xplorer Plc's interim figures following a four month period of strong progress since we listed last July.

On 30(th) September I explained in our AGM statement that we, in collaboration with Sprint Capital, had driven a process leading to a refinement of our shortlist of investment candidates which would be acquired by Xplorer under Sprint's guidance and financial support.

We have remained in daily communication with Sprint's investment team and together with them, I am delighted to report that we have reached the final stages of due diligence and negotiation with our preferred two candidates.

Both represent substantial opportunities for our shareholders in terms of current scale and future prospects and we look forward to announcing further news shortly.

John Davies

Non-Executive Chairman

30(th) November 2013

Enquiries:

 
 Xplorer Plc 
 
  John Roddison, Director                +44 207 495 7429 
  Nicholas Nelson, Corporate Comms.      +44 7921 522 920 nelson@nexfin.org.uk 
 Allenby Capital, Financial Adviser 
  & Broker 
 
  Nick Harriss, Director, Corporate 
  Finance                              +44 20 3328 5656 
 

STATEMENT OF COMPREHENSIVE INCOME

for the period ended 30 September 2013

 
 
                                                                               Period ended 
                                          Period ended     Period ended            31 March 
                                                                             2013 (audited) 
                                          30 September     30 September 
                                                  2013             2012 
                                           (unaudited)      (unaudited) 
                                 Note              GBP              GBP                 GBP 
 Continuing operations 
 
 Revenue                                             -                -                   - 
 
 Administrative expenses                     (384,938)            (814)            (90,483) 
 
 Operating loss                              (384,938)            (814)            (90,483) 
 
 Loss before taxation                        (384,938)            (814)            (90,483) 
 
 Taxation                         2                  -                -                   - 
                                       ---------------  ---------------  ------------------ 
 
 Loss for the period                         (384,938)            (814)            (90,483) 
 
 Other comprehensive loss 
  for the period                                     -                -                   - 
 
 Total comprehensive loss 
  for the period attributable 
  to the equity owners                       (384,938)            (814)            (90,483) 
                                       ===============  ===============  ================== 
 
 Earnings/(loss) per share 
 
 Basic and diluted (GBP 
  per share)                      3             (0.05)                -              (0.07) 
                                       ===============  ===============  ================== 
 

STATEMENT OF FINANCIAL POSITION

as at 30 September 2013

 
 
                                              30 September    31 March 2013 
                                          2013 (unaudited) 
                                                                  (audited) 
                                 Note                  GBP              GBP 
 Assets 
 Fixed Assets 
 Fixtures & Fittings                                   604                - 
 Current assets 
 Trade and other receivables                       116,233          210,030 
 Cash and cash equivalents                         464,204              100 
 
 Total assets                                      581,041          210,130 
                                       ===================  =============== 
 
 Equity and liabilities 
 Capital and reserves 
 Called up share capital          4                 82,502           75,002 
 Share premium                    4                879,292                - 
 Retained earnings                4              (475,421)         (90,483) 
 
 Total equity                                      486,373         (15,481) 
 
 Liabilities 
 Current liabilities 
 Trade and other payables                           94,668           52,598 
 Convertible loan notes                                  -          100,000 
 Cash and cash equivalents                               -           73,013 
 
 Total liabilities                                  94,668          225,611 
                                       -------------------  --------------- 
 
 Total equity and liabilities                      581,041          210,130 
                                       ===================  =============== 
 

STATEMENT OF CHANGES IN EQUITY

for the period ended 30 September 2013

 
                                                                             Retained       Total 
                                                 Called     Share Premium    earnings 
                                               up share 
                                                capital 
                                                    GBP               GBP         GBP         GBP 
 
 On incorporation                                     2                 -           -           2 
 
 Comprehensive income for the period                  -                 -           -           - 
 
 Loss                                                 -                 -    (90,483)    (90,483) 
 
 Total comprehensive income for the 
  period                                              -                 -    (90,483)    (90,483) 
 
 Contributions by and distributions 
  to owners 
 
 Issue of share capital                          75,000                 -           -      75,000 
 
 Total contributions by and distributions 
  to owners                                      75,000                 -           -      75,000 
 
 31 March 2013                                   75,002                 -    (90,483)    (15,481) 
 
 
 
 Comprehensive income for the period 
 
 Loss                                                 -                     (384,938)   (384,938) 
 
 Total comprehensive income for the 
  period                                              -                     (384,938)   (384,938) 
 
 Contributions by and distributions 
  to owners 
 
 Issue of share capital                           7,500         1,092,500           -   1,100,000 
 Share issue costs                                    -         (213,208)           -   (213,208) 
 
 Total contributions by and distributions 
  to owners                                       7,500           879,292           -     886,792 
 
 30 September 2013                               82,502           879,292   (475,421)     486,373 
 
 

STATEMENT OF CASH FLOWS

for the period ended 30 September 2013

 
                                              Period ended     Period ended 
                                              30 September    31 March 2013 
                                          2013 (unaudited)        (audited) 
                                 Note                  GBP              GBP 
 Cash flow from operating 
  activities 
 Operating loss                                  (383,796)         (88,437) 
 Interest paid                                       (556)          (1,101) 
 Finance costs paid                                  (586)            (945) 
 Depreciation of tangible                               86                - 
  fixed assets 
 
 Changes in working capital 
 Decrease/(Increase) in 
  Trade and other receivables                       93,797        (210,030) 
 Increase in Trade and other 
  payables                                          42,070           52,598 
 
 Net cash used in operating 
  activities                                     (248,985)        (247,915) 
 Cash flows from investing 
  activities 
 Purchase of tangible fixed                          (690)                - 
  assets 
 
 Net cash used in investing                          (690)                - 
  activities 
 
 Cash flows from financing 
  activities 
 
 Share issue                                     1,100,000           75,002 
 Share issue costs                               (213,208)                - 
 Convertible loan notes                          (100,000)          100,000 
 
 Net cash generated from 
  financing activities                             786,792          175,002 
 
 Increase/(Decrease) in 
  cash and cash equivalents                        537,117         (72,913) 
 
 Cash and cash equivalents                        (72,913)                - 
  at beginning of period 
 
 Cash and cash equivalents 
  at end of period                                 464,204         (72,913) 
                                        ==================  =============== 
 

Notes to the interim financial information

   1.    Accounting Policies 
   a)   Basis of Preparation 

These interim financial statements are for the six months ended 30 September 2013 and have been prepared in accordance with International Accounting Standard 34 "Interim Financial Statements". The accounting policies applied are consistent with International Financial Reporting Standards (IFRS) adopted for use by the European Union. The accounting policies and methods of computation used in the interim financial statements are consistent with those used in the Company's Annual Report for 2013 and are expected to be applied for the year ended 31 March 2014.

   b)   Significant accounting judgements, estimates and assumptions 

Management have considered the significant accounting judgements, estimates and assumptions used within the non-statutory financial statements and do not consider there to be any which would materially affect the financial statements.

   c)   Financial Instruments 

Financial assets and liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument. The Company currently does not use derivative financial instruments to manage or hedge financial exposures or liabilities.

   d)   Segmental Reporting 

For the purpose of IFRS8 the chief operating decision maker ("CODM") takes the form of the Directors. The Directors are of the opinion that the business comprises of a single economic activity, being the acquisition of businesses or assets in the natural resources sector and currently this activity is undertaken solely in the United Kingdom. All of the income and non-current assets are derived from the United Kingdom. No single customer accounts for more than 10% of income. At meetings of the Directors, income, expenditure, cash flows, assets and liabilities are reviewed on a whole Company basis. Based on the above considerations there is considered to be one reportable segment only namely the acquisition of businesses or asset in the Natural Resources Sector.

Therefore the financial information of the single segment are the same as that set out in the company statement of comprehensive income, company statement of financial position, the company statement of changes to equity and the company statement of cashflows.

   2.   Income tax 

Analysis of charge in the period

 
                             Period ended   Period ended    Period ended 
                             30 September   30 September   31 March 2013 
                                     2013           2012 
                                      GBP            GBP             GBP 
Current tax: 
UK corporation tax on loss              -              -               - 
 for the period 
Deferred tax                            -              -               - 
                            -------------  -------------  -------------- 
Tax on loss on ordinary                 -              -               - 
 activities 
                            -------------  -------------  -------------- 
 
 
                                    Period ended    Period ended   Period ended 
                                    30 September    30 September       31 March 
                                            2013            2012           2013 
                                             GBP             GBP            GBP 
 Loss on ordinary activities 
  before tax                           (384,938)           (814)       (90,483) 
 
 Analysis of charge in 
  the period 
                                             GBP             GBP            GBP 
 
 Loss on ordinary activated 
  multiplied by small companies 
  rate of corporation tax 
  in the UK of 20%                      (76,988)           (163)       (18,097) 
 
 Effects of: 
 Loss carried forward                     76,988             163         18,097 
 
 Current tax charge for 
  the period as above                          -               -              - 
 

The Company has tax losses arising in the UK of approximately GBP475,000 that are available, under current legislation, to be carried forward against future profits.

   3.   Loss per share 

The calculation of loss per share is based on the following loss and number of shares:

 
                                 Period ended    Period ended   Period ended 
                                 30 September    30 September       31 March 
                                         2013            2012           2013 
                                          GBP             GBP            GBP 
 Loss for the period 
  from continuing operations        (384,938)           (814)       (90,483) 
                               --------------  --------------  ------------- 
 
 Weighted average shares 
  in issue: 
 Basic                              7,110,756       1,253,857      1,253,857 
 Diluted                            7,110,756       1,253,857      1,253,857 
 
 Loss per share 
 
 Basic                                 (0.05)               -         (0.07) 
                               --------------  --------------  ------------- 
 Diluted                               (0.05)               -         (0.07) 
                               --------------  --------------  ------------- 
 

Basic loss per share is calculated by dividing the loss for the period from continuing operations of the company by the weighted average number of ordinary shares in issue during the period.

   4.   Called up share capital 
 
Ordinary Shares of GBP0.001   Number of shares  Amount 
                                           GBP     GBP 
Balance at 31 March 2013             3,750,100   3,750 
Issued in period                     7,500,000   7,500 
 
Balance at 30 September 
 2013                               11,250,100  11,250 
                              ----------------  ------ 
 
 
Deferred Shares of GBP0.95   Number of shares  Amount 
                                          GBP     GBP 
Balance at 31 March 2013               75,002  71,252 
Issued in period                            -       - 
 
Balance at 30 September 
 2013                                  75,002  71,252 
                             ----------------  ------ 
 

The Company was incorporated on 12 March 2012. On incorporation, the Company issued two Ordinary Shares of GBP1.00 each at par value.

On 26 November 2012, 75,000 Ordinary Shares of GBP1 each were issued.

On 26 November 2012 the 75,000 ordinary shares were each subdivided and reclassified into 3,750,100 ordinary shares of GBP0.001 each and 75,002 deferred shares of GBP0.95 each.

The ordinary shares have attached to them full voting, dividend and capital distribution rights (including on a winding up). The ordinary shares do not confer any rights of redemption.

The deferred shares have attached to them no rights to dividends until the holders of the ordinary shares have received GBP100,000,000 for each ordinary share held by them. The right to partake in a capital distribution (including on a winding up) once the holders of the ordinary shares have received the sum of GBP1,000,000 per ordinary share. No right to attend or vote at a general meeting of the company.

At 31 March 2013 there was GBP56,000 of unpaid share capital owed to the Company. John Roddison owed GBP28,000 and Christopher McAuliffe and Jacqueline Lim owed GBP28,000. These amounts have since been collected.

On 27 June 2013, the company constituted 3,750,000 Warrants on the terms of an instrument under which the Company issued 1,875,000 Warrants to each of Sprint Capital and Xplorer Capital. Each Warrant entitles the Warrant Holder to subscribe for one Ordinary Share at 0.1 pence per Ordinary Share. The Warrants are exercisable at any time from the date of the Acquisition to the third anniversary of Admission. The Warrants are equal to 33.33% of the Enlarged Share Capital, or 25.00% of the total ordinary share capital assuming full exercise of the Warrants.

On 27 June 2013, the Company constituted 75,000 Allenby Warrants on the terms of an instrument under which the Company issued 75,000 Allenby Warrants to Allenby. Each Allenby Warrant entitles subscription for one Ordinary Share at 10 pence per Ordinary Share. The Allenby Warrants are exercisable at any time from the date that is six months following completion of the Acquisition to the fifth anniversary of Admission. The Allenby Warrants are equal to 0.67% of the Enlarged Share Capital, or 0.66% of the total ordinary share capital assuming full exercise of the Allenby Warrants.

On 11 July 2013, the company gained a standard listing on the London Stock Exchange.

On 11 July 2013, 6,250,000 ordinary shares were issued at GBP0.16 per share raising GBP1 million gross.

On 11 July 2013, the convertible loan notes were converted into 1,250,000 ordinary shares at GBP0.08 per share.

   5.   Board Approval 

These interim results were approved by the Board of Xplorer plc on 30(th) November 2013.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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