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Share Name Share Symbol Market Type Share ISIN Share Description
Digitalbox LSE:DBOX London Ordinary Share GB00BJK9H642 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  +0.00p +0.00% 6.625p 6.50p 6.75p 6.625p 6.625p 6.625p 0 08:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Media 0.0 -0.3 -0.3 - 5.98

Polemos PLC Final Results

27/02/2019 4:00pm

UK Regulatory (RNS & others)


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TIDMPLMO

RNS Number : 3265R

Polemos PLC

27 February 2019

27 February 2019

POLEMOS PLC

(AIM: PLMO)

Final Results for the Year to 31 December 2018

Polemos plc ("Polemos" or the "Company") announces its full year results for the year ended 31 December 2018. The Annual Report and Accounts will be available on www.polemos.co.uk and will be sent to shareholders shortly. Extracts are contained below.

Financial Overview

The Company incurred a loss before taxation of GBP250,000 during the year ended 31 December 2018 (2017: loss before taxation GBP1,471,000) and, as of that date, the Company's had net assets of GBP285,000 (2017: net liabilities GBP113,000).

As at 31 December 2018 the Company had cash and cash equivalents of GBP231,000 (2017: GBP46,000) and no borrowings (2017: nil).

Outlook

On 21 January 2019, the Company announced the intention to seek admission to trading following the reverse takeover of Digitalbox Publishing Holdings Limited, a digital media business based in the UK. Following approval of all resolutions at the General Meeting earlier today, admission to AIM is expected to occur on or around 28 February 2019. On admission, Polemos plc will be renamed Digitalbox plc. The Company intends to complete its first acquisition immediately on admission.

Annual Report

The Annual Report and Accounts for the year ended 31 December 2018 ("Annual Report") will be sent to shareholders today and will also be available on the website at www.polemos.co.uk. The full report is attached below.

Enquiries:

 
  Polemos plc                              www.polemos.co.uk 
  Nigel Burton, Chairman                +44 (0) 7785 234 447 
 
    WH Ireland Limited - Nominated       www.whirelandcb.com 
    Adviser 
  Mike Coe / Chris Savidge              +44 (0) 117 945 3470 
 
  Peterhouse Capital Limited           www.peterhousecap.com 
   - Joint Broker 
  Lucy Williams                         +44 (0) 20 7469 0930 
 
  Leander Capital Partners Limited        www.leandercap.com 
   - Joint Broker 
  Alex Davies                           +44 (0) 20 7195 1458 
  Hugh Kingsmill Moore                  +44 (0) 20 7915 1425 
 

STRATEGIC REPORT

The Directors are pleased to present the Strategic Report on the Company for the year ended 31 December 2018, including a summary of subsequent events.

Since the Final Results for the Year to 31 December 2017, the Board has continued its efforts to effect a Reverse Takeover as required under the AIM Rules.

Suspension from trading

The Company announced on 8 March 2018 that it had with effect from that date been classified under the AIM Rules as an AIM Rule 15 cash shell and as such was required to make an acquisition or acquisitions which constituted a reverse takeover ("RTO") under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from 8 March 2018 or be re-admitted to trading on AIM as an investing company under AIM Rule 8 (which requires the raising of at least GBP6 million in cash via an equity fundraising on, or immediately before, re-admission) failing which, the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified pursuant to AIM Rule 41. Accordingly, the Company's shares were suspended from trading on AIM on 10 September 2018.

Proposed acquisition

On 10 September 2018, the Company announced that the Board had considered a number of potential acquisition targets over the period and had agreed conditional heads of terms (the "Agreement") to acquire the entire issued share capital of Digitalbox Publishing (Holdings) Ltd ("Digitalbox"), subject to certain conditions and due diligence (the "Proposed Acquisition"). The Proposed Acquisition would constitute an RTO pursuant to AIM Rule 14, and the Company's shares would remain suspended pending the publication of the required AIM Admission Document and shareholder approval of the Acquisition.

Pursuant to the Agreement, it was announced that the parties proposed that the Company would acquire Digitalbox for new ordinary shares in the Company. For the purposes of the Agreement, the parties have agreed a valuation of the Company of 1.1p per ordinary share, subject to a cap of GBP1.1 million on a fully diluted basis, and the existing issued equity of Digitalbox at GBP10 million (before capitalisation of any existing shareholder loans to Digitalbox, then amounting in aggregate to GBP355,000).

Issue of Convertible Loan Notes

On 9 November 2018 the Company announced a conditional Placing (the "Placing") of GBP220,000 via Convertible Unsecured Loan Notes ("CLNs") by the Company's broker, Peterhouse Capital. The CLNs had a term of 3 months, since extended to 31 March 2019, and no coupon.

The issue of the CLNs is conditional on the Company completing a Reverse Takeover and on the Admission of the enlarged ordinary share capital to trading on a Recognised Investment Exchange. When issued, the CLNs will have a conversion price of 25% discount to the price on Re-admission.

The net proceeds of this Placing, combined with the Company's current cash resources and after meeting previously undisclosed liabilities that came to light after the appointment of the current directors, satisfy its commitment as part of the agreed terms with Digitalbox to have a minimum cash balance of GBP500,000 (before transaction costs) immediately before completion of the proposed RTO with Digitalbox.

Financial Review

During the year, the Company made a comprehensive loss of GBP250,000 (2017: GBP1,254,000). There was a weighted loss per share from continuing operations of 0.262p (2017: loss per share of 4.0p).

Cash and cash equivalents at 31 December 2018 amounted to GBP231,000 (31 December 2017: GBP46,000).

Events subsequent to the year-end are set out in Note 20.

Key Performance Indicators ("KPIs")

The Board monitors the activities and performance of the Company on a regular basis. Given the current Investing Policy there were no relevant KPIs during the accounting period or at the year end.

Risks and Uncertainties

The principal risks facing the Company are set out below. Risk assessment and evaluation is an essential part of the Company's planning and an important aspect of the Company's internal control system.

Financial Risk

The risks faced by the Company include interest rate, credit risk and liquidity risk. Directors have in place a process of regularly reviewing risks to the business and monitoring associated controls, actions and contingency plans. The Company's financial risk management policies are set out in note 3.

Business Risk

The Board regularly evaluates and reviews all business risks when reviewing project timelines. The types of risks reviewed also include:

   --      Regulatory and compliance obligations 
   --      Legal risks relating to contracts, licences and agreements 
   --      Insurance risks. 

The key business risk in 2018 was considered to be the ability of the Company to complete the proposed RTO of Digitalbox, as described above. Based on the progress made during the year, the Directors remained confident that the transaction was likely to succeed. As explained below, admission to AIM is expected to occur on or around 28 February 2019.

Outlook

The Company is required to complete a reverse takeover within 6 months of becoming a rule 15 company.

On 21 January 2019, the Company announced the intention to seek admission to trading following the reverse takeover of Digitalbox Publishing Holdings Limited, a digital media business based in the UK. Following approval of all resolutions at the General Meeting on 27 February 2019, admission to AIM is expected to occur on or around 28 February 2019. On admission, Polemos plc will be renamed Digitalbox plc. The Company intends to complete its first acquisition immediately on admission.

Nigel Burton

Chairman

27 February 2019

FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME YEARED 31 DECEMBER 2018

 
                                                Year ended      Year ended 
                                               31 December     31 December 
                                                      2018            2017 
                                                   GBP'000         GBP'000 
 
  Revenue                                                -               - 
 
  Administrative expenses                            (354)           (319) 
  Investment income                                      -               1 
 
  Operating (Loss)                                   (354)           (318) 
 
  Realised profit/(loss) on available 
   for sale assets                                      65           (244) 
  Impairment reversal/(provision) on 
   available for sale assets                            39           (879) 
  Share based payment                                    -            (30) 
 
  (Loss) before Taxation                             (250)         (1,471) 
 
  Taxation                                               -               - 
                                            --------------  -------------- 
 
  (Loss) for the Year attributable 
   to equity holders of the Company                  (250)         (1,471) 
                                            ==============  ============== 
 
  Other Comprehensive Income: 
 
  Other comprehensive income Items 
   that may be subsequently reclassified 
   to profit or loss: 
 
  Transfer to income statement                           -             217 
                                            --------------  -------------- 
  Total other comprehensive income                       -             217 
 
  Total Comprehensive (loss) for the 
   Year attributable to equity holders 
   of the Company                                    (250)         (1,254) 
 
 
  Earnings per Share 
   Attributable to the Equity Holders 
   of the Company during the Year 
                                                     Pence           Pence 
  Earnings per share - Basic and diluted           (0.262)         (4.000) 
                                            --------------  -------------- 
 

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2018

 
                                           31 December    31 December 
                                                  2018           2017 
                                               GBP'000        GBP'000 
  Assets 
 
  Current Assets 
 
  Available-for-sale financial assets                -              - 
  Trade and other receivables                      437             49 
  Cash and cash equivalents                        231             46 
                                         -------------  ------------- 
  Total Assets                                     668             95 
                                         -------------  ------------- 
 
  Current Liabilities 
 
  Trade and other payables                       (163)          (208) 
  Borrowings                                     (220)              - 
                                         -------------  ------------- 
  Total Liabilities                              (383)          (208) 
                                         -------------  ------------- 
  Net Assets                                       285          (113) 
                                         =============  ============= 
 
  Equity attributable to shareholders 
 
  Share capital                                 20,488         19,823 
  Share premium                                 19,164         19,181 
  Share based payment reserve                       32             62 
  Available-for-sale asset reserve                   -              - 
  Retained earnings                           (39,399)       (39,179) 
                                         -------------  ------------- 
  Total Equity                                     285          (113) 
                                         =============  ============= 
 

STATEMENT OF CHANGES IN EQUITY YEAR ENDED 31 DECEMBER 2018

Attributable to equity shareholders

 
                                  Share       Share    Share based    Available for sale asset     Retained 
                                Capital     Premium        Payment                     reserve     Earnings      Total 
                                                           reserve 
                                GBP'000     GBP'000        GBP'000                     GBP'000      GBP'000    GBP'000 
 
  At 1 January 2017              19,459      18,618             63                       (217)     (37,739)        184 
 
  Shares issued                     364         631              -                           -            -        995 
  Share issue costs                   -        (68)              -                           -            -       (68) 
  Share options issued                -           -             30                           -            -         30 
  Share options cancelled             -           -           (31)                           -           31          - 
  Total contributions by 
   and distributions to 
   owners of the Company            364         563            (1)                           -           31        957 
 
  Transfer to income 
   statement                          -           -              -                         217            -        217 
  (Loss) for the year                 -           -              -                           -      (1,471)    (1,471) 
                             ----------  ----------  -------------  --------------------------  -----------  --------- 
  Total Comprehensive 
   Income for the Year                -           -              -                         217      (1,471)    (1,254) 
                             ----------  ----------  -------------  --------------------------  -----------  --------- 
 
  At 31 December 2017            19,823      19,181             62                           -     (39,179)      (113) 
                             ==========  ==========  =============  ==========================  ===========  ========= 
 
  Shares issued                     665          25              -                           -            -        690 
  Share issue costs                   -        (42)              -                           -            -       (42) 
  Share options cancelled             -           -           (30)                           -           30          - 
  Total contributions by 
   and distributions to 
   owners of the Company            665        (17)           (30)                           -           30        648 
 
  (Loss) for the year                 -           -              -                           -        (250)      (250) 
                             ----------  ----------  -------------  --------------------------  -----------  --------- 
  Total Comprehensive 
   Income for the Year                -           -              -                           -        (250)      (250) 
                             ----------  ----------  -------------  --------------------------  -----------  --------- 
 
  At 31 December 2018            20,488      19,164             32                           -     (39,399)        285 
                             ==========  ==========  =============  ==========================  ===========  ========= 
 

STATEMENT OF CASH FLOWS YEAR ENDED 31 DECEMBER 2018

 
                                                Note     31 December    31 December 
                                                                2018           2017 
                                                             GBP'000           '000 
  Cash Flows from Operating Activities 
 
  Operating loss                                               (354)          (318) 
  (Increase) in trade and other receivables                    (163)            (8) 
  (Decrease)/increase in trade and 
   other payables                                                  4             82 
                                                       -------------  ------------- 
  Net Cash generated from/(used in) 
   Operating Activities                                        (513)          (244) 
                                                       -------------  ------------- 
 
  Cash Flows from Investing Activities 
 
  Purchases of available-for-sale financial 
   assets                                                          -          (879) 
  Sales of available for sale financial 
   assets                                                         50             67 
  Net Cash Used in Investing Activities                           50          (812) 
                                                       -------------  ------------- 
 
  Cash Flows from Financing Activities 
 
  Proceeds from share issues                                     690            995 
  Share issue costs                                             (42)           (68) 
  Net cash generated from Financing 
   Activities                                                    648            927 
                                                       -------------  ------------- 
 
  Net Increase/(decrease) in Cash and 
   Cash Equivalents                                              185          (129) 
 
  Cash and cash equivalents at beginning 
   of year                                                        46            175 
                                                       -------------  ------------- 
 
  Cash and Cash Equivalents at End 
   of Year                                                       231             46 
                                                       -------------  ------------- 
 

NOTES

   1.          Basis of Preparation 

The Financial Statements of Polemos plc have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRSIC) as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS.

The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant in the Financial Statements are disclosed in Note 4 of the Annual Report.

The financial information set out in this announcement does not comprise the Group's statutory accounts for the years ended 31 December 2018 or 31 December 2017. The financial information has been extracted from the statutory accounts of the Company for the years ended 31 December 2018 and 31 December 2017.

The Annual Report will be posted to shareholders shortly and will be available from the Company's website (www.polemos.co.uk) later today.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR LLFSEFSIDFIA

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February 27, 2019 11:00 ET (16:00 GMT)

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