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CHF Chesterfield Resources Plc

0.45
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Chesterfield Resources Plc LSE:CHF London Ordinary Share GB00BF2F1X78 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% 0.45 0.40 0.50 0.45 0.45 0.45 100,508 08:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Business Services, Nec 0 -3.66M -0.0281 -0.16 586.48k

Chesterfield Resources PLC Half-year Report (1399S)

29/09/2017 7:00am

UK Regulatory


Chesterfield Resources (LSE:CHF)
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TIDMCHF

RNS Number : 1399S

Chesterfield Resources PLC

29 September 2017

29 September 2017

CHESTERFIELD RESOURCES PLC

("Chesterfield" or the "Company") (TIDM: CHF)

Half-Year Report

Chesterfield Resources plc, a special purpose acquisition company focused on opportunities in the mining sector, is pleased to present its interim results for the period from incorporation on 4 January 2017 to 30 June 2017.

Highlights:

   --        The Company was incorporated on 4 January 2017; 
   --        During the period from incorporation to 30 June 2017: 
   o   The Company raised a total of GBP100,600 from the issue of share capital; 
   o   Professional advisers were engaged to prepare for the listing of the Company; and 
   o   The Company incurred a net loss of GBP25,519; and 
   --        Since 30 June 2017: 

o The entire issued ordinary share capital of the Company was admitted to the Standard Listed segment of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission") on 29 August 2017;

o The Company raised GBP1,300,000 (before expenses) from the issue of 26,000,000 new ordinary shares of 0.1p each in the capital of the Company ("Ordinary Shares") at 5p per share (the "Placing") in conjunction with Admission; and

o The Company has begun the search for suitable acquisition opportunities and has entered into early stage discussions with a number of counterparties, who hold assets which appear to meet the Company's broad acquisition criteria, regarding the merits of the assets and potential acquisition terms.

Chairman's Statement

I have pleasure in presenting the unaudited condensed interim financial statements of Chesterfield Resources plc for the period from incorporation on 4 January 2017 to 30 June 2017.

Operating Review

During the period ended 30 June 2017 efforts were focused on preparation for the Placing and Admission.

Financial Review

For the period from incorporation on 4 January 2017 to 30 June 2017, the Company reports a net loss of GBP25,519.

The Company successfully completed a GBP100,000 seed capital financing which was supported by all of the directors of the Company (the "Directors") and also brought several highly supportive, long term investors onto the Company's register of members.

The loss for the period was due to the fees of professional advisers and other general operating expenses incurred as the Company prepared for the Placing and Admission.

Directors

The following Directors have held office during the period:

David Cliff (appointed 4 January 2017)

Derek Crowhurst (appointed 4 January 2017)

Peter Damouni (appointed 4 January 2017)

Christopher Hall (appointed 5 May 2017)

Responsibility Statement

The Directors are responsible for preparing the unaudited condensed interim financial statements in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority ("DTR") and with International Accounting Standard 34 Interim Financial Reporting ("IAS 34"). The Directors confirm that, to the best of their knowledge, these unaudited condensed interim financial statements have been prepared in accordance with IAS 34 as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-- An indication of important events that have occurred during the period ended 30 June 2017 and their impact on the condensed financial statements for the period, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-- Related party transactions that have taken place in the period ended 30 June 2017 and that have materially affected the financial position or the performance of the Company during that period.

The half-yearly financial report has not been reviewed by the independent auditors of the Company for the purposes of the Financial Reporting Council guidance on Review of Interim Financial Information.

Outlook

The Directors continue to believe that the mining industry offers attractively valued opportunities in viable jurisdictions which can be acquired relatively quickly by a highly focused and experienced team, backed by knowledgeable shareholders with a longer term investment horizon. There can be no guarantee, however, that the Directors will be able to identify and negotiate terms to acquire such an opportunity in the near term.

The objectives of the Directors for the remainder of the financial year are:

Acquisition: to identify high quality, well located opportunities; to evaluate several to a point where it is appropriate to enter into negotiations with the owners with a view to establishing mutually beneficial terms; and, if successful, to close one or more acquisitions within the next 12 months; and

Cash Preservation: for the Directors to apply a rigorous initial screening process, including technical, economic, legal and financial criteria, to potential acquisitions with the objective of reducing the number of potential acquisitions to a short list at minimal expense before incurring material external due diligence costs.

With these core objectives at the centre of our strategy for the remainder of 2017, the Directors believe that during the next 12 months Chesterfield can achieve its initial goal of completing a first acquisition. I look forward to updating shareholders with our progress over the coming months.

Christopher Hall

Non-Executive Chairman

29 September 2017

Condensed Interim Statement of Comprehensive Income

for the period from incorporation on 4 January 2017 to 30 June 2017

 
                                            Notes           Period 
                                                             ended 
                                                           30 June 
                                                              2017 
                                                       (unaudited) 
                                                               GBP 
 Revenue                                                         - 
 Administrative expenses                                (25,519) 
                                                   ------------- 
 Loss on ordinary activities before 
  taxation                                              (25,519) 
 Taxation on loss on ordinary activities      3                - 
                                                   ------------- 
 Loss for the period                                    (25,519) 
 Other comprehensive income / (loss)                           - 
                                                   ------------- 
 Total comprehensive loss for the 
  period attributable to equity holders                 (25,519) 
                                                   ============= 
 Loss per share (basic and diluted) 
  attributable to equity holders (pence)      4            (1.87)p 
                                                   =============== 
 

The income statement has been prepared on the basis that all operations are continuing operations.

Condensed Interim Statement of Financial Position

as at 30 June 2017

 
                                          Notes        30 June 
                                                          2017 
                                                   (unaudited) 
                                                           GBP 
 Current assets 
 Cash and cash equivalents                  5           73,270 
 Trade and other receivables                6            2,208 
                                                 ------------- 
                                                        75,478 
 Current liabilities 
 Trade and other payables                   7            (397) 
                                                 ------------- 
                                                         (397) 
                                                 ------------- 
 Net assets                                             75,081 
                                                 ============= 
 Equity 
 Share capital                              8          100,600 
 Share premium                                               - 
 Retained losses                                      (25,519) 
                                                 ------------- 
 Equity attributable to equity holders 
  of the Company                                        75,081 
                                                 ============= 
 

Condensed Interim Statement of Changes in Equity

for the period from incorporation on 4 January 2017 to 30 June 2017

 
                            Share      Share   Retained        Total 
                          Capital    Premium     Losses          GBP 
                              GBP        GBP        GBP 
 On incorporation               -          -          -          - 
 Shares issued during 
  the period              100,600          -          -    100,600 
 Total comprehensive 
  loss for the period           -          -   (25,519)   (25,519) 
                        ---------  ---------  ---------  --------- 
 Balance at 30 June 
  2017                    100,600          -   (25,519)       75,081 
                        =========  =========  =========  =========== 
 

Condensed Interim Statement of Cash Flows

for the period from incorporation on 4 January 2017 to 30 June 2017

 
                                                    Period 
                                                     ended 
                                                   30 June 
                                                      2017 
                                               (unaudited) 
                                                       GBP 
 Cash flow from operating activities 
 Loss for the period                              (25,519) 
 Increase in trade and other receivables           (2,208) 
 Increase in trade and other payables                  397 
                                             ------------- 
 Net cash flow from operating activities          (27,330) 
 Cash flow from financing activities 
 Gross proceeds from the issue of shares           100,600 
                                             ------------- 
 Net cash flow from financing activities           100,600 
                                             ------------- 
 Net increase in cash and cash equivalents          73,270 
 Cash and cash equivalents at beginning                  - 
  of the period 
                                             ------------- 
 Cash and cash equivalents at end of 
  the period                                        73,270 
                                             ============= 
 

Notes to the Condensed Interim Financial Statements

for the period from incorporation on 4 January 2017 to 30 June 2017

   1              General information 

Chesterfield Resources plc is a special purpose acquisition company focused on opportunities in the mining sector. The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales, with registration number 10545738. The Company's registered office is 71 Queen Victoria Street, London, EC4V 4BE.

   2              Accounting policies 

The principal accounting policies applied in preparation of these unaudited interim financial statements are set out below. These policies have been consistently applied unless otherwise stated.

Basis of preparation

The unaudited condensed interim financial statements for the period from incorporation on 4 January 2017 to 30 June 2017 have been prepared in accordance with IAS 34. This interim financial information is not the Company's statutory financial statements. The first statutory financial statements of the Company, which will be prepared in accordance with International Financial Reporting Standards as adopted by the European Union, will be in respect of the period from incorporation on 4 January 2017 to 31 December 2017.

The financial information of the Company is presented in British Pounds Sterling (GBP).

Going concern

The Company is required to assess whether it has sufficient resources to continue its operations and to meet its commitments for the foreseeable future. The Directors have prepared the unaudited interim financial information on a going concern basis as, in their opinion, the Company is able to meet its obligations as they fall due. This opinion is based on detailed forecasting for the following 12 months based on current and expected market conditions together with current performance levels. Should the going concern assumption no longer remain valid, the carrying value of the Company's assets will need to be assessed for impairment and the balance sheet will need to be prepared on a break-up basis.

Financial assets

The Company classifies its financial assets in the category of loans and receivables. The classification depends on the purposes for which these assets were acquired. The Directors take decisions concerning the classification of the financial assets of the Company at initial recognition and review such classification for appropriateness at each reporting date. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Company's loans and receivables comprise "trade and other receivables".

Cash and cash equivalents

Cash and cash equivalents comprises cash at bank and in hand. This definition is also used in the Statement of Cash Flows.

Trade and other payables

Trade and other payables are recognised and initially measured at cost, due to their short-term nature. All of the Company's trade payables are non-interest bearing.

Equity

Share capital is determined using the nominal value of the shares that have been issued.

The share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium account, net of any related income tax benefits.

Critical accounting estimates and judgements

In application of the Company's accounting policies, which are described in Note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The Directors have made no estimates or assumptions in the process of applying the Company's accounting policies that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities in the current and future financial years.

   3.            Taxation on loss on ordinary activities 

No tax is applicable to the Company for the period ended 30 June 2017. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future prudently to justify this.

   4.            Loss per share 

Basic loss per ordinary share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

As at 30 June 2017, there were no dilutive potential ordinary shares. The series A warrants did not become exercisable until Admission, which occurred on 29 August 2017. Furthermore, as the Company incurred a loss in the period, any potential ordinary shares would have been non-dilutive.

 
                                       Loss       Weighted            Loss 
                               attributable        average    per ordinary 
                                to ordinary         number           share 
                               shareholders    of ordinary           Pence 
                                        GBP         shares 
                                                    Number 
 Loss per share (basic and 
  diluted) attributable to 
  ordinary shareholders            (25,519)      1,364,045          (1.87) 
                             ==============  =============  ============== 
 
   5.            Cash and cash equivalents 
 
                   2017 
                    GBP 
 Cash at bank    73,270 
                ------- 
                 73,270 
                ======= 
 
   6.            Trade and other receivables 
 
                       2017 
                        GBP 
 Other receivables    2,208 
                     ------ 
                      2,208 
                     ====== 
 
   7.            Trade and other payables 
 
                   2017 
                    GBP 
 Other payables     397 
                  ----- 
                    397 
                  ===== 
 
   8.            Share capital 
 
                           Number      Share      Share     Total 
                        of shares    capital    premium       GBP 
                                         GBP        GBP 
 Ordinary shares 
  of 0.1p each          2,600,000      2,600          -     2,600 
 Deferred shares 
  of 4.9p each          2,000,000     98,000          -    98,000 
                                   ---------  ---------  -------- 
 Balance at 30 June 
  2017                               100,600          -   100,600 
                                   =========  =========  ======== 
 

Movements on share capital

 
                           Ordinary             'A' ordinary              Deferred 
                           shares of              shares of               shares of 
                           0.1p each               5p each                4.9p each 
                          Number     GBP        Number         GBP      Number      GBP 
 On incorporation 
  on 4 January 
  2017                   600,000     600             -           -           -        - 
 Allotted during 
  the period                   -       -     2,000,000     100,000           -        - 
 Sub-division 
  and redesignation 
  of 'A' ordinary 
  shares               2,000,000   2,000   (2,000,000)   (100,000)   2,000,000   98,000 
                      ----------  ------  ------------  ----------  ----------  ------- 
 Balance at 
  30 June 2017         2,600,000   2,600             -           -   2,000,000   98,000 
                      ==========  ======  ============  ==========  ==========  ======= 
 

600,000 ordinary shares of 0.1p each were issued, at par, to Derek Crowhurst, Peter Damouni and David Cliff (the "Founders") on incorporation of the Company on 4 January 2017. On 24 April 2017, 2,000,000 'A' ordinary shares of 5p each were issued, at par, to certain investors, including the Founders (the "Seed Investors"). On 28 April 2017, a capital reorganisation was approved under which each of the 'A' ordinary shares of 5p each in issue was sub-divided and redesignated into one ordinary share of 0.1p each and one deferred share of 4.9p each.

The Company has one class of ordinary share which carries no right to fixed income. The deferred shares carry no voting rights or rights to participate in the profits of the Company and have very limited rights to a return of capital on a winding-up of the Company.

Warrants

 
                                             Number 
                                        of warrants 
 Warrants issued: 
 Series A warrants to subscribe for 
  ordinary shares at 5p per share         5,200,000 
                                      ------------- 
 Balance at 30 June 2017                  5,200,000 
                                      ============= 
 

1,200,000 series A Warrants were issued to the Founders on 16 March 2017 and a further 4,000,000 series A warrants were issued to the Seed Investors on 24 April 2017. The series A warrants became exercisable with effect from the date of Admission, being 29 August 2017, until the fifth anniversary of Admission, being 29 August 2022. The exercise price of the series A warrants is 5p per share.

No fair value was allocated to the 5,200,000 warrants in issue at the reporting date as the Directors considered that no services were received in exchange for the issue of warrants.

   9.            Related party disclosures 

Remuneration of Directors and key management personnel

Other than the Directors, the Company had no key management personnel during the period. The Directors did not receive any remuneration during the period.

Shareholdings in the Company

Shares and warrants held by the Directors as at 30 June 2017 were as follows:

 
                      Ordinary   Deferred        Series 
                        shares     shares    A warrants 
 Peter Damouni         400,000    200,000       800,000 
 David Cliff           350,000    150,000       700,000 
 Derek Crowhurst       250,000     50,000       500,000 
 Christopher Hall      100,000    100,000       200,000 
                    ----------  ---------  ------------ 
                     1,100,000    500,000     2,200,000 
                    ==========  =========  ============ 
 

Certain of the Directors participated in the Placing. Further details are set out in Note 11.

   10.          Financial instruments 

Risk management is undertaken by the Directors.

Credit risk

The carrying amounts of cash and cash equivalents approximate fair value. The Directors consider the credit ratings of banks in which the Company holds funds in order to reduce exposure to credit risk.

The Directors consider that the Company is not exposed to major concentrations of credit risk.

Liquidity risk

Controls over expenditure are carefully managed by the Directors in order to preserve the cash reserves of the Company while it pursues an acquisition.

Capital risk management

The Directors' objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. As at 30 June 2017, the Company had been financed solely by the issue of share capital. In future, the capital structure of the Company is expected to consist of borrowings and equity attributable to equity holders, comprising issued share capital and reserves.

   11.          Subsequent events 

Admission

The entire issued ordinary share capital of the Company was admitted to the Standard Listed segment of the Official List and to trading on the Main Market of the London Stock Exchange on 29 August 2017.

The Placing

Pursuant to the Placing, 26,000,000 new ordinary shares were allotted, conditional on Admission, at a price of 5p per share, representing gross proceeds of GBP1,300,000 and estimated net proceeds of approximately GBP1,162,000, after deduction of expected costs and expenses relating to the Placing and Admission of approximately GBP138,000 (inclusive of VAT).

In connection with the Placing, 13,000,000 series B warrants were issued to subscribers of ordinary shares in the Placing on the basis of one series B warrant for every two ordinary shares subscribed in the Placing. Each series B warrant is exercisable into one ordinary share at a subscription price of 10p per share from the date of Admission, being 29 August 2017, until the third anniversary of Admission, being 29 August 2020.

In addition, 494,300 broker warrants were issued to nominees of the Company's broker, Shard Capital Partners LLP, in connection with the Placing. Each broker warrant is exercisable into one ordinary share at a subscription price of 5p per share from the date of Admission, being 29 August 2017, until the second anniversary of Admission, being 29 August 2019.

Directors' participation in the Placing

Peter Damouni and David Cliff subscribed for 800,000 and 100,000 ordinary shares, respectively, in the Placing and were issued 400,000 and 50,000 series B warrants, respectively, in connection with the Placing.

Accordingly, the shares and warrants held by the Directors as at the date of this half-year report are as follows:

 
                      Ordinary   Deferred        Series        Series 
                        shares     shares    A warrants    B warrants 
 Peter Damouni       1,200,000    200,000       800,000       400,000 
 David Cliff           450,000    150,000       700,000        50,000 
 Derek Crowhurst       250,000     50,000       500,000             - 
 Christopher Hall      100,000    100,000       200,000             - 
                    ----------  ---------  ------------  ------------ 
                     2,000,000    500,000     2,200,000       450,000 
                    ==========  =========  ============  ============ 
 
   12.          Control 

The Directors do not consider there to be an ultimate controlling party.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR BXGDCRUDBGRI

(END) Dow Jones Newswires

September 29, 2017 02:00 ET (06:00 GMT)

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