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Share Name Share Symbol Market Type Share ISIN Share Description
Emmerson LSE:EML London Ordinary Share IM00BDHDTX83 ORD NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.10p -2.82% 3.45p 3.30p 3.60p 3.90p 3.35p 3.65p 6,231,894 15:55:26
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Nonequity Investment Instruments 0.0 -0.2 -1.2 - 1.66

Emmerson PLC Half-year Report

04/12/2017 11:35am

UK Regulatory (RNS & others)


Emmerson (LSE:EML)
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1 Year : From Nov 2017 to Nov 2018

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TIDMEML

RNS Number : 2915Y

Emmerson PLC

04 December 2017

Emmerson PLC

Report and Financial Statements

Emmerson PLC announces its interims results for the six month period ended 30 September 2017

For further information please contact:

 
 FIM Capital Limited   Tel: +44 (0)1624 
                        681250 
--------------------  ----------------- 
 Graham Smith 
--------------------  ----------------- 
 

Chairman's report

Dear Shareholder

The Company continued to review a number of potential new investment opportunities during the period under review. Following this, on the 17 October 2017 Emmerson plc ("EML") entered into a binding Memorandum of Understanding with the board and principal shareholders of Moroccan Salts Limited ("MSL") regarding a proposed acquisition of 100% of the share capital of MSL by way of a reverse takeover ("Transaction").

EML has agreed, subject to due diligence, to acquire the entire share capital of MSL for total consideration of GBP10,000,000 (ten million pounds), to be satisfied in full by the issue of 333,333,333 new shares of the Company each at an implied price of GBP0.03 per share. In addition, if the Transaction completes the Company will take on certain liabilities of MSL and concurrent with the acquisition raise working capital for the enlarged group to take the Project forward. As a budget and work programme for the Project has not as yet been agreed, the quantum of any such fundraise is at the date of this announcement undetermined.

The Directors believe that the Transaction would be in the best interests of shareholders and further updates will be provided in due course. Whilst the Directors remain confident about successfully concluding this acquisition, there can be no guarantee that a transaction will be completed.

About Moroccan Salts Limited

MSL is a British Virgin Islands registered company focussed on developing the Khemisset potash project located near Rabat in northern Morocco (the "Project"). MSL has a substantial ground position in, and extensive technical information on the Khemisset potash basin, and has recently conducted confirmatory drilling on the project area. Both the recent and historic drilling results inform the view of MSL, shared by the Company, that the Project could emerge as a top tier global potash mine with potential to return substantial gains for new and existing shareholders.

Outlook

The Company was incorporated to acquire a natural resources deal which the board believes will deliver significant return to investors. I am pleased to confirm EML is working with its advisers on the potential Moroccan Salts Limited acquisition and that good progress is being made and we look forward to updating the market in due course.

Cameron Pearce

Chairman

04 December 2017

Interim Management Report

For the six month period ended 30 September 2017

The Company was incorporated in the Isle of Man under the Laws with registered number 013301V on 1 March 2016. All of the Company's Ordinary Shares were admitted to the London Stock Exchange's Main Market and commenced trading on 15 February 2017.

The Company expects to focus on acquiring an exploration or production company or business in the natural resources sector with either all or a substantial portion of its operations in South East Asia, Africa, and the Middle East.

Results for the period and distributions

The total comprehensive loss attributable to the equity holders of the Company for the period was GBP88,801 (31 March 2017: GBP199,789).

Principal risks and uncertainties

The Company's activities expose it to a variety of financial risks: market risk, credit risk, and liquidity risk. The Company's principal financial instruments comprise cash balances, accounts payable and accounts receivable arising in the normal course of its operations.

The Company's 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. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

As at 30 September 2017, there is no significant exposure to liquidity or price risk the only credit risk applicable is over the cash balance which is held with a reputable bank.

Directors

The following directors have held office during the period:

 
 Cameron Pearce 
  (Chairman) 
 Sam Quinn 
 Ed McDermott 
 

Corporate Governance

As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code. Although, the Company does not comply with the UK Corporate Governance Code, the Company intends to adopt corporate governance procedures as are appropriate for the size and nature of the Company and the size and composition of the Board. These corporate governance procedures have been selected with due regard to for the provisions of the Corporate Governance Code insofar as is appropriate.

Statement of directors' responsibilities

The Directors confirm that, to the best of their knowledge, this condensed consolidated interim financial information have been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report herein 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 first six months and the impact on the Interim Report, and a description required by the principal risks and uncertainties for the remaining six months of the financial year; and

-- material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.

Director

04 December 2017

 
                                                                                 6 months   13 months ended 
                                                                                    ended       31 Mar 2017 
                                                                             30 Sept 2017 
                                                                              (Unaudited)         (Audited) 
                                                                    Notes             GBP               GBP 
 
 Administrative fees and other expenses                                 3        (88,801)         (199,801) 
-----------------------------------------------------------------  ------  --------------  ---------------- 
 Operating loss                                                                  (88,801)         (199,801) 
 
 Finance revenue                                                                        -                12 
 Loss before tax                                                                 (88,801)         (199,789) 
 
 Income tax                                                                             -                 - 
 
 Loss for the period and total comprehensive loss for the period                 (88,801)         (199,789) 
-----------------------------------------------------------------  ------  --------------  ---------------- 
 
 Basic and diluted loss per share (pence)                               4          (0.18)            (1.21) 
 

Statement of Comprehensive Income

for the six month period ended 30 September 2017

There was no other comprehensive income for the six month period ended 30 September 2017.

The accompanying notes below form an integral part of the financial statements.

Statement of Financial Position as at 30 September 2017

 
                                             6 months   13 months ended 
                                                ended       31 Mar 2017 
                                         30 Sept 2017 
                                          (Unaudited)         (Audited) 
                                Notes             GBP               GBP 
 
 Current assets 
 Cash and cash equivalents                    682,782           796,961 
 Trade and other receivables                   15,216             7,053 
-----------------------------  ------  --------------  ---------------- 
 Total current assets                         697,998           804,014 
 
 
 Current liabilities 
 Trade and other payables                      19,716            36,931 
-----------------------------  ------  --------------  ---------------- 
 Total current liabilities                     19,716            36,931 
 
 Net assets                                   678,282           767,083 
-----------------------------  ------  --------------  ---------------- 
 
 Equity 
 Stated capital                     5         966,872           966,872 
 Retained earnings                          (288,590)         (199,789) 
-----------------------------  ------  --------------  ---------------- 
 Total equity                                 678,282           767,083 
-----------------------------  ------  --------------  ---------------- 
 

The accompanying notes below form an integral part of the financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 04 December 2017 and were signed on its behalf by:

   Cameron Pearce                                   Sam Quinn 
   Director                                                Director 

Statement of Changes in Equity

for the six month period ended 30 September 2017

 
                                                Share premium   Retained earnings   Total equity 
                                                          GBP                 GBP            GBP 
 
 Balance as at 1 March 2016 on incorporation                2                   -              2 
 
 Loss for the period                                        -           (199,789)      (199,789) 
---------------------------------------------  --------------  ------------------  ------------- 
 Total comprehensive loss                                   -           (199,789)      (199,787) 
 
 Contributions to equity holders 
 New shares issued (note 5)                         1,132,997                   -      1,132,997 
 Share issue costs (note 5)                         (166,127)                   -      (166,127) 
---------------------------------------------  --------------  ------------------  ------------- 
 Total contributions to equity holders                966,870                   -        966,870 
 
 Balance as at 31 March 2017                          966,872           (199,789)        767,083 
---------------------------------------------  --------------  ------------------  ------------- 
 
 Loss for the period                                        -            (88,801)       (88,801) 
---------------------------------------------  --------------  ------------------  ------------- 
 Total comprehensive loss                                   -            (88,801)       (88,801) 
 
 Balance as at 30 September 2017                      966,872           (288,590)        678,282 
---------------------------------------------  --------------  ------------------  ------------- 
 

Statement of Cash Flows

for the six month period ended 30 September 2017

 
                                                                 6 months   13 months ended 
                                                                    ended       31 Mar 2017 
                                                    Notes    30 Sept 2017 
                                                              (Unaudited)         (Audited) 
                                                                      GBP               GBP 
 Operating activities 
 Loss after tax                                                  (88,801)         (199,789) 
 
 Changes in working capital 
 Increase in trade and other receivables                          (8,163)           (7,053) 
 (Decrease)/increase in trade and other payables                 (17,215)            36,931 
-------------------------------------------------  ------  --------------  ---------------- 
 Net cash flows from operating activities                       (114,179)         (169,911) 
 
 Financing activities 
 Shares issued (net of issue costs)                   5                 -           966,872 
-------------------------------------------------  ------  --------------  ---------------- 
 Net cash flows from financing activities                               -           966,872 
 
 Increase in cash and short-term deposits                       (114,179)           796,961 
 
 Cash and cash equivalents at begging of period                   796,961                 - 
 
 Cash and cash equivalents at end of period                       682,782           796,961 
---------------------------------------------------------  --------------  ---------------- 
 

The accompanying notes below form an integral part of the financial statements.

Notes to the Financial Statements

for the six month period ended 30 September 2017

   1.   General information 

Emmerson plc (the "Company") is a company incorporated and domiciled in the Isle of Man.

The principal activities of the Company are described in Directors' report. The Company had no employees during the period other that Directors.

   2.   Basis of preparation 
   2.1     Statement of compliance 

These financial statements have been prepared in accordance with and comply with International Financial Reporting Standards ("IFRS") as adopted by the European Union, International Financial Reporting Interpretations Committee ("IFRIC") interpretations and the Isle of Man Companies Act 2006.

   2.2     Basis of preparation 

The financial statements have been prepared on a historical cost basis.

   2.3     Going concern 

The Company's business activities, together with the factors likely to affect its future development, performance and positions are set out in the Chairman's Statement.

The Company is an investment company, and currently has no income stream until a suitable acquisition is identified, it is therefore dependent on its cash reserves to fund ongoing costs.

The Directors have reviewed the Company's ongoing activities including its future intentions in respect of acquisitions and having regard to the Company's existing working capital position and its ability to potentially raise finance, if required, the Directors are of the opinion that the Group has adequate resources to enable it to continue in existence for a period of at least 12 months from the date of these financial statements.

   2.4     Use of estimates and judgments 

The preparation of financial statements in accordance with the standards and interpretations noted in section 2.1 above requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

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 and in any future periods affected. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.

   2.5     Future changes in accounting policies 

At the date of authorisation of this financial information, the directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.

The directors do not expect that the adoption of these standards will have a material impact on the financial statements of the company except that IFRS 9 will impact both the measurement and disclosures of financial instruments.

   3.   Administrative fee and other expenses 
 
                               6 months   13 months 
                                  ended       ended 
                                30 Sept    31 March 
                                   2017        2017 
                            (Unaudited)     Audited 
                                    GBP         GBP 
 
 Directors' remuneration         36,000      50,000 
 Professional fees                5,160      77,646 
 Listing fees                    13,863      31,755 
 Audit fees                       7,200      14,400 
 Administration fees              9,000      11,250 
 Broker fees                     12,795       2,964 
 Miscellaneous fees               4,783      11,786 
 
 Total                           88,801     199,801 
-------------------------  ------------  ---------- 
 

The company did not employ any staff during the period other than Directors. The Directors are the only members of Key Management and their remuneration related solely to short term employee benefits.

   4.   Loss per share 

The calculation of the basic and diluted loss per share is based on the following data:

 
                                                                                          6 months   13 months ended 
                                                                                             ended     31 March 2017 
                                                                                      30 Sept 2017 
                                                                                       (Unaudited)           Audited 
                                                                                               GBP               GBP 
 Earnings 
 Loss from continuing operations for the period attributable to the equity holders 
  of the Company                                                                          (88,801)         (199,789) 
 Number of shares 
 
 Weighted average number of ordinary shares for the purpose of basic and diluted 
  earnings per 
  share                                                                                 48,183,344        16,505,162 
----------------------------------------------------------------------------------  --------------  ---------------- 
 Basic and diluted loss per share (pence)                                                   (0.18)            (1.21) 
----------------------------------------------------------------------------------  --------------  ---------------- 
 

There are no potentially dilutive shares in issue.

   5.   Stated capital 
 
                         Number of       Share   Share issued      Total 
                          Ordinary     premium          costs      share 
                     shares issued                               capital 
                         and fully 
                              paid 
                                           GBP            GBP        GBP 
 At 1 March                      -           -              -          - 
  2016 
 
 Issue of shares        48,183,344   1,132,999      (166,127)    966,872 
 
 At 31 March 
  2017                  48,183,344   1,132,999      (166,127)    966,872 
-----------------  ---------------  ----------  -------------  --------- 
 
 Issue of shares                 -           -              -          - 
 
 At 30 September 
  2017                  48,183,344   1,132,999      (166,127)    966,872 
-----------------  ---------------  ----------  -------------  --------- 
 

The Ordinary Shares issued by the Company have a no par value and each Ordinary Share carries one vote on a poll vote.

   6.   Financial instruments 
 
                                 6 months      13 months 
                                   ended           ended 
                                  30 Sept       31 March 
                                    2017            2017 
                                (Unaudited)      Audited 
                                        GBP          GBP 
  Financial assets 
  Cash and cash equivalents         682,782      796,961 
----------------------------  -------------  ----------- 
 
  Financial liabilities 
----------------------------  -------------  ----------- 
  At amortised cost                  11,289       36,931 
----------------------------  -------------  ----------- 
 

Financial liabilities held at amortised cost are made up of trade and other payables of GBP3,609 (March 2017: GBP8,351) and accruals of GBP7,680 (March 2017: GBP28,400).

   7.   Events after the reporting date 

There were no significant subsequent events.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR UGGGWPUPMGGC

(END) Dow Jones Newswires

December 04, 2017 06:35 ET (11:35 GMT)

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