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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Clerkenwell | LSE:CRK | London | Ordinary Share | GB00B3L0Q676 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 28.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:1321R Clerkenwell Ventures PLC 31 March 2008 Clerkenwell Ventures PLC ("Clerkenwell Ventures" or the "Company") 31 March 2008 Unaudited Preliminary Results The Company is pleased to announce its preliminary results for the year ended 30 September 2007. The annual report and accounts for the year ended 30 September 2007 ("Accounts") will be posted to shareholders today and will be made available on the Company's website. A notice convening the Company's annual general meeting at 10 am on 30 April 2008 at Suite D, 2nd Floor, 1 Lindsey Street, London, EC1A 9HP is also included in the annual report and accounts. Highlights: *Net cash as at 30 September 2007 of £29.2 million (2006: £4.3 million) *Loss before taxation for the year ended 30 September 2007 of £78,000 (2006: Profit of £51,000) *Net assets per share as at 30 September 2007 of 35.2p (2006: 31.1p) *Net cash today of £29.6 million David Page, Chairman, commented: "In line with the rationale for the Company's fundraising in September 2007, deal flow and opportunities have increased and the Company has evaluated a number of possible investments and acquisitions since September 2007. Valuations across the leisure sector have been substantially impacted and vendor expectations are adjusting to the more challenging market context. Consequently, we have been more selective in the transactions we are pursuing and this has lead to the Company withdrawing from several negotiations where valuations were considered unrealistic. We believe that the next year will present interesting opportunities to acquire quality businesses with high growth potential at attractive prices. We also believe that the trading environment is likely to lead to the opportunity to make follow-on acquisitions. Contacts: Clerkenwell Ventures plc David Page, Non-Executive Director 07836 346 934 Stefan Borson, Corporate Development Director 07824 638 553 Seymour Pierce Limited David Newton / Nicola Marrin 020 7107 8000 Hogarth Partnership 020 7357 9477 Julian Walker CLERKENWELL VENTURES PLC UNAUDITED PRELIMINARY RESULTS for the year ended 30 September 2007 CHAIRMAN'S STATEMENT It gives me great pleasure to report the results of Clerkenwell Ventures for the year to 30 September 2007. Acquisition strategy The Company's acquisition strategy, as described in the Company's AIM admission document dated 25 October 2004, is guided by the following criteria: *Businesses should have potential for rapid growth and/or above average cash flow; *Strong operational management; and *Proven business model and attractive returns on invested capital. The Directors, with their experience and contacts in the corporate finance and leisure sectors, have identified and investigated a number of businesses which could be acquired by the Company. Results The Company's loss before the Financial Reporting Standard 20 ("FRS 20") charge and taxation in the year was £56,000 (2006: Profit of £51,000). For the first time we are reporting our results net of a share based payments charge, in accordance with FRS 20, following its adoption in the year. The FRS 20 charge during the year was £22,000 (2006: £Nil), an accounting charge that does not impact Clerkenwell Ventures' underlying cash flow. Loss before taxation for the year ended 30 September 2007 was £78,000 (2006: Profit of £51,000). During the year, we incurred £156,000 in abortive costs relating to the evaluation of possible acquisitions. As at 30 September 2007, Clerkenwell Ventures' net cash balances amounted to £29.2 million (2006: £4.3 million). Our net cash balance today is £29.6 million. Corporate activity At the beginning of September 2007 we completed a placing and subscription of 341,325,000 ordinary shares of 1 pence each at 7.5 pence per share raising a total of £25,599,000, before issue costs of £831,000 to improve deal flow and also to enable the Company to resource deal search and execution of the Company's strategy. On 11 September 2007, every 5 ordinary shares of 1 pence each in the Company were consolidated into 1 new ordinary share of 5 pence each in the Company. Dividends As described in the Company's AIM admission document dated 25 October 2004, it is the Board's policy that prior to making the first acquisition, no dividends will be paid. Following the first acquisition, subject to the availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so. However, the main focus of the Company will be in delivering capital growth for shareholders. Outlook In line with the rationale for the Company's fundraising in September 2007, deal flow and opportunities have increased and the Company has evaluated a number of possible investments and acquisitions since September 2007. Valuations across the leisure sector have been substantially impacted and vendor expectations are adjusting to the more challenging market context. Consequently, we have been more selective in the transactions we are pursuing and this has lead to the Company withdrawing from several negotiations where valuations were considered unrealistic. We believe that the next year will present interesting opportunities to acquire quality businesses with high growth potential at attractive prices. We also believe that the trading environment is likely to lead to the opportunity to make follow-on acquisitions. Accordingly, the Directors recommend that you vote in favour of the Ordinary Resolution proposed at the AGM of the Company to continue the investing strategy of the Company of seeking to acquire leisure businesses. David Page Non-executive Chairman 31 March 2008 CLERKENWELL VENTURES PLC UNAUDITED PROFIT AND LOSS ACCOUNT for the year ended 30 September 2007 Notes Year ended Year ended 30 September 30 September 2007 2006 £'000 £'000 Administrative expenses (399) (148) Operating loss 1 (399) (148) Interest receivable 321 199 (Loss)/profit on ordinary activities before 2 (78) 51 taxation Taxation on (loss) / profit on ordinary activities 3 - (17) (Loss) / profit for the year (78) 34 (Loss) / earnings per share Basic 4 (0.4p) 0.2p Diluted 4 (0.4p) 0.2p All the Company's activities derive from continuing operations. No separate Statement of Total Recognised Gains and Losses has been presented as all such gains and losses have been dealt with in the profit and loss account. CLERKENWELL VENTURES PLC UNAUDITED BALANCE SHEET 30 September 2007 Notes 2007 2006 £'000 £'000 Fixed assets Tangible assets 5 4 - Current assets Debtors 6 59 18 Cash at bank and in hand 29,245 4,345 29,304 4,363 Creditors: amounts falling due within one year 7 (253) (80) Net current assets 29,051 4,283 Net assets 29,055 4,283 Capital and reserves Called-up share capital 8 4,122 689 Share premium 9 24,894 3,499 Profit and loss account 9 39 95 Equity shareholders' funds 9 29,055 4,283 CLERKENWELL VENTURES PLC UNAUDITED CASH FLOW STATEMENT for the year ended 30 September 2007 Notes Year ended Year ended 30 30 September September 2007 2006 £'000 £'000 Net cash out flow from operating activities 10a (226) (145) Returns on investments and servicing of finance 10b 280 192 Taxation (11) (22) Capital expenditure and financial 10b (4) - instruments Cash inflow before management of liquid resources and financing 39 25 Management of liquid resources 10b (24,898) (188) Financing 10b 24,861 - Increase/(decrease) in cash in the year 2 (163) UNAUDITED RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS Notes Year ended Year ended 30 September 30 September 2007 2006 £'000 £'000 Increase/(decrease) in cash in the year 2 (163) Cash flow from increase in liquid 24,898 188 resources Movement in net funds in the year 24,900 25 Net funds at the beginning of the year 4,345 4,320 Net funds at end of the year 10c 29,245 4,345 CLERKENWELL VENTURES PLC UNAUDITED PRELIMINARY RESULTS for the year ended 30 September 2007 ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards and United Kingdom Generally Accepted Accounting Practice. CHANGE IN ACCOUNTING POLICY Share based payments The Company has adopted FRS 20 Share Based Payments in the current year. FRS 20 requires the recognition of a charge for share based payment transactions which include for example share options or restricted shares granted to employees that require a certain length of service before vesting. The adoption of FRS 20 also requires a prior year adjustment to be made. However there was no charge arising on the 2004 Option Plan therefore no prior year adjustment is required. TANGIBLE FIXED ASSETS Fixed assets are stated at historical cost less depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write each asset down to its estimated residual value evenly over its expected useful life, as follows:- Plant and equipment 20% to 33% straight line Furniture, fixtures and fittings 10% straight line Depreciation is charged from the date when the asset is brought into use. DEFERRED TAXATION Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured at tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis. LIQUID RESOURCES Liquid resources are confined to current asset investments that cannot be disposed of within one month without incurring a penalty sum. TURNOVER Turnover represents the value, net of Value Added Tax, of goods sold and services provided to customers outside the Company after deducting discounts. Turnover is recognised when the significant risks and rewards of ownership are transferred. CLERKENWELL VENTURES PLC NOTES TO THE UNADITED PRELIMINARY RESULTS for the year ended 30 September 2007 1. OPERATING LOSS Year ended Year ended 30 September 30 September 2007 2006 £'000 £'000 Operating loss is stated after charging: Abortive costs on possible acquisitions 137 - Share based payments 22 - Amounts payable to the auditors and their associates in respect of both audit and non-audit services: Year ended Year ended 30 September 30 September 2007 2006 £'000 £'000 Audit services - statutory audit 7 5 Taxation services - Compliance services 2 2 - Advisory services 10 - Corporate finance transaction services - Acquisition due diligence services 3 - - Advisory services 11 12 33 19 During the year, fees of £23,000 (2006: £12,000) charged by the Company's auditors in respect of the Company's fund raising were written off against the share premium account. 2. (LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION The (loss)/profit on ordinary activities before taxation for the year is attributable to the principal activities of the Company, which are carried on entirely within the United Kingdom. 3. TAXATION Year ended Year ended 30 September 30 September 2007 2006 £'000 £'000 Based on the result for the year: UK corporation tax at 19% (2006: 19%) - 11 Under provision in earlier years - 6 Total current tax - 17 Deferred taxation: Origination and reversal of timing differences - - Taxation payable - 17 Factors affecting tax charge for year: Year ended Year ended 30 September 30 September 2007 2006 £'000 £'000 (Loss)/profit on ordinary activities before tax (78) 51 (Loss)/profit on ordinary activities multiplied by standard rate of 19% (2006: 19%) (15) 10 Losses not utilised 8 - Expenses not deductible for tax purposes 7 1 Current tax charge for year - 11 4. EARNINGS PER SHARE Year ended Year ended 30 September 30 September 2007 2006 £'000 £'000 (Loss)/profit on ordinary activities after taxation (78) 34 Share based payments 22 - Headline (loss)/earnings (56) 34 Weighted average number of shares in issue 18,596,574 13,782,229 Dilutive effect of share options - 318,584 Weighted average number of shares in issue after allowing for dilutive potential ordinary shares 18,596,574 14,100,813 (Loss)/earnings per share: Basic (0.4p) 0.2p Diluted (0.4p) 0.2p Headline Basic (0.3p) 0.2p Headline Diluted (0.3p) 0.2p On 11 September 2007, every 5 ordinary shares of 1 pence each in the Company were consolidated into 1 new ordinary share of 5 pence each in the Company. The weighted average number of shares in issue for the year ended 30 September 2006 above has therefore been restated assuming that the consolidation had taken place. For the year ended 30 September 2007, basic and diluted earnings per share were the same as there are no potential ordinary shares that would increase net loss per share from continuing operations in the year. 5. TANGIBLE FIXED ASSETS Plant and Furniture, Total equipment fixtures £'000 £'000 and fittings £'000 Cost 1 October 2006 - - - Additions 3 1 4 30 September 2007 3 1 4 Accumulated depreciation 1 October 2006 and 30 September 2007 - - - Net book value 30 September 2007 3 1 4 30 September 2006 - - - 6. DEBTORS 2007 2006 £'000 £'000 Due within one year: Prepayments and accrued income 59 18 59 18 7. CREDITORS: Amounts falling due within one year 2007 2006 £'000 £'000 Trade creditors 167 10 Corporation tax - 11 Other taxation and social security 7 - Accruals and deferred income 79 59 253 80 8. SHARE CAPITAL 2007 2006 £'000 £'000 Authorised: 133,265,000 (2006: Nil) ordinary shares of 5p each 6,663 - Nil (2006: 325,000,000) ordinary shares of 1p each - 3,250 6,663 3,250 Allotted, issued, called-up and fully paid: 82,447,229 (2006: Nil) ordinary shares of 5p each 4,122 - Nil (2006: 68,911,145) ordinary shares of 1p each - 689 4,122 689 On 3 September 2007, the Company increased its authorised share capital from 325,000,000 ordinary shares of 1 pence each to 666,325,000 ordinary shares of 1 pence each by the creation of 341,325,000 new ordinary shares of 1 pence each. On the same day, the Company issued 2,000,000 ordinary shares of 1 pence each at 3 pence each on the exercise of share options and issued 33,824,999 ordinary shares of 1 pence each at £0.075 by way of a placing. On 4 September 2007, the Company issued 107,333,334 ordinary shares of 1 pence each at £0.075 by way of a placing. On 5 September 2007, the Company issued 200,166,667 ordinary shares of 1 pence each at £0.075 by way of a placing. On 11 September 2007, every 5 ordinary shares of 1 pence each in the Company were consolidated into 1 new ordinary share of 5 pence each in the Company. 9. RESERVES Share Share Retained Shareholders capital premium earnings Funds £'000 £'000 £'000 £'000 At 1 October 2005 689 3,499 61 4,249 Profit for the financial year - - 34 34 At 1 October 2006 689 3,499 95 4,283 Ordinary shares issued (net of expenses) 3,433 21,395 - 24,828 Share based payments - - 22 22 Loss for the financial year - - (78) (78) At 30 September 2007 4,122 24,894 39 29,055 10. CASH FLOWS Year Year ended ended 30 30 September September 2007 2006 £'000 £'000 a Reconciliation of operating loss to net cash outflow from operating activities Operating loss (399) (148) Share based payments 22 - Increase in debtors - (2) Increase in creditors 151 5 Net cash outflow from operating activities (226) (145) b Analysis of cash flows for headings netted in the cash flow Returns on investments and servicing of finance Interest received 280 192 Net cash inflow from returns on investments and servicing of 280 192 finance Capital expenditure and financial investments Purchase of tangible fixed assets (4) - Net cash outflow from capital expenditure and financial (4) - investments Management of liquid resources Increase in short term deposits (24,898) (188) Net cash outflow from management of liquid resources (24,898) (188) Financing Gross proceeds of ordinary shares issued 25,659 - Issue costs (798) - Net cash inflow from financing 24,861 - c Analysis of net funds At Cash flow At 1 October £'000 30 September 2006 2007 £'000 £'000 Cash in hand, at bank 1 2 3 Short term deposit 4,344 24,898 29,242 Total net funds 4,345 24,900 29,245 11. REPORT AND ACCOUNTS The financial information set out in this preliminary announcement, which was approved by the Board on 31 March 2008, is unaudited and does not constitute the Company's statutory accounts for the year ended 30 September 2007, but is derived from those accounts. The statutory accounts for the year ended 30 September 2007 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting. The statutory accounts for the year ended 30 September 2006 have been delivered to the Registrar of Companies and received an audit report which was unqualified and did not contain statements under s237(2) or (3) of the Companies Act 1985 This information is provided by RNS The company news service from the London Stock Exchange END FR EANDFDDXPEEE
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