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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Energy Asset | LSE:EAM | London | Ordinary Share | GB00B06LR386 | 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% | 0.15 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:9114E
Energy Asset Management PLC
21 June 2006
Energy Asset Management Plc
Chairman's statement
Period ended 31 December 2005
Introduction
Ricmore Plc was formed in March 2005 and was that month admitted to listing on
AIM having raised a total of #398,701 in ordinary share capital. Expenses of the
issue amounted to #72,165. It was formed to establish, invest in or acquire
assets, businesses or companies in the internet and technology related services
sector in the UK.
On 9 March 2006 the Company acquired, for a consideration of #2.12 million
payable in shares, Energy Assets Limited, a company set up to provide meter
asset management services, including utilising new forms of technology, to
industrial and commercial users of gas and electricity and their suppliers. On
that date the Company also raised #1.25 million before expenses through a
placing of new ordinary shares at 1.5p each. The Company changed its name to
Energy Asset Management Plc.
Results
Losses before and after taxation for the year were #24,886.
The cash balances at the period end were #312,378. We are endeavouring to
minimize the cash outflow.
Prospects and post balance sheet events
In the period following the acquisition of EAL progress has been made to:
(a) obtain the necessary regulatory and other approvals to allow EAL to
service contracts;
(b) install and commence operating the information technology system; and
(c) move into permanent offices.
Product trials have also commenced with major retail groups. In addition three
new subsidiary companies have been established to provide customers with a full
service in respect of meter provision, installation and maintenance.
It is hoped to report at the interim stage further progress on all fronts.
Stephen Barclay
Non-executive Chairman
21 June 2006
Profit and Loss Account
Period ended 31 December 2005
31 December
2005
#
Turnover -
Operating expenses 33,543
---
Operating (loss) (33,543)
Interest income 8,657
---
(Loss) before taxation (24,886)
Taxation -
---
(Loss) after taxation (24,886)
Dividends paid -
---
Retained (loss) for the period (24,886)
===
(Loss) per share (0.12) p
===
The Company's turnover and expenses all relate to continuing operations. The
Company has no recognised gains or losses other than the loss for the period,
which has been calculated on the historical cost basis.
Balance Sheet
31 December 2005
31 December 31 December
2005 2005
# #
Fixed Assets
Tangible assets -
Current assets
Debtors and accrued income 4,431
Cash at bank 312,378
--- ---
316,809
Creditors: amounts falling due within one
year (15,159)
--- ---
Net current assets 301,650
--- =====
Total assets less current liabilities 301,650
Capital and reserves
Called up share capital 219,351
Share premium account 107,185
Profit and loss account (24,886)
--- -----
Shareholders' funds 301,650
--- =====
These financial statements were approved by the Board of Directors on 21 June
2006 and were signed on its behalf by:
S J Barclay
Non-executive Chairman
Reconciliation of movements in shareholders' funds
for the period ended 31 December 2005
Share Capital Share Premium Profit & Loss Total
Account Shareholders'
Funds
# # # #
Balance at incorporation - - - -
Share capital issued 219,351 179,350 - 398,701
Costs of issue - (72,165) - (72,165)
Loss for the period - - (24,886) (24,886)
-------- -------- --- ------
Balance at 31 December
2005 219,351 107,185 (24,886) 301,650
======== ======== ==== =======
Cash Flow Statement
Period ended 31 December 2005
31 December
2005
#
Reconciliation of operating loss to net cash (outflow)
from operating activities
Operating (loss) (33,543)
(Increase)/decrease in debtors (4,431)
Increase/(decrease) in creditors 15,159
---
Net cash (outflow) from operating activities (22,815)
===
Cash flow statement
Net cash (outflow) from operating activities (22,815)
Returns on investment and servicing of finance:
Interest income 8,657
Financing:
Issue of shares 398,701
Costs of issue (72,165)
------
Increase in cash 312,378
======
Analysis of changes in net funds
Cash at bank:
At incorporation -
Cashflows 312,378
------
At period end 312,378
======
Notes on the Preliminary Results
1. The financial information incorporated in this announcement
does not constitute full statutory accounts within the meaning of the Companies
Act 1985 but is derived from those accounts. Full accounts for the period ended
31 December 2005, upon which CLB Littlejohn Frazer have given an unqualified
audit report will be filed with the Registrar of Companies in due course.
Neither report contained statements under Section 237(2) or (3) of the Companies
Act 1985.
2. Accounting policies
Basis of preparation
The financial statements have been prepared under the historical cost convention
in accordance with applicable accounting standards in the United Kingdom.
Taxation:
The charge for taxation is based on the result for the year at current rates of
tax, and this takes into account deferred taxation on all timing differences
between the treatment of certain items for accounts purposes and their treatment
for Corporation tax purposes, except where it can be demonstrated that no
Corporation tax liabilities will arise in the foreseeable future.
Deferred taxation
The Company has adopted FRS 19, Deferred Taxation. Deferred tax is provided in
full on timing differences which result in an obligation at the balance sheet
date to pay more tax, or a right to pay less tax, at a future date, at rates
expected to apply when they crystallise based on current tax rates and law.
Timing differences arise from the inclusion of items of income and expenditure
in taxation computations in periods different from those in which they are
included in the financial information. Deferred tax assets are recognised to the
extent that it is regarded as more likely than not that they will be recovered.
Deferred tax assets and liabilities are not discounted.
3. Operating expenses
10 months ended
31 December
2005
#
Audit fees 2,500
Other administrative expenses 31,043
-----
33,543
4. Tax on loss on ordinary activities
Tax charge for the period
No taxation arises on the result for the period because of the trading loss.
Factors affecting the tax charge for the period
The tax charge for the period does not equate to the loss for the period at the
standard rate of UK small companies corporation tax of 19%. The differences are
explained below:
10 months ended
31 December
2005
#
Loss for the period before taxation (24,886)
=====
Loss for the period before tax multiplied by the standard
rate of UK small companies corporation tax of 19% (4,728)
Expenses not deductible for tax 352
Tax losses for the period not relieved 4,376
-----
-
========
Factors affecting the tax charge of future periods
Tax losses available to be carried forward by the Company at 31 December 2005
against future profits are estimated at #23,034. There is an unprovided deferred
tax asset based on these losses of #4,376.
Due to the Company being in its first period of trading it is difficult to
determine with certainty how and when the available tax losses will be utilised.
Therefore, the element of the potential deferred tax asset relating to losses
has not been recognised in the financial information.
5. Loss per Share
The calculation of basic loss per share is based on the loss attributable to
ordinary shareholders divided by the weighted average of ordinary shares in
issue being 20,581,735 during the period. As the Company has incurred a loss for
the period, no option or warrant is potentially dilutive, and hence basic and
diluted loss per share are the same.
6. Directors
The average weekly number of persons (including directors) employed 10 months
by the Company was: ended
31 December
2005
Directors 3
====
No Director's emoluments were paid in the period.
7. Called up share capital
At the date of incorporation, 4 March 2005, the authorised share capital of the
Company comprised 500,000,000 ordinary shares of 1p each and the Company issued
2 Ordinary 1p shares at par. On 18 March 2005 5,999,998 ordinary shares were
allotted and issued at a price of 1p per share. On 21 March 2005 a further
9,956,700 ordinary shares were allotted at 1p per share. On 30 March 2005 a
further 5,978,350 ordinary shares were allotted at 4p per share.
On 30 March 2005 the Company issued 2,000,000 warrants which entitle the holder
to subscribe for one new ordinary share at 1p per share at any time until 30
March 2010. 500,000 warrants were issued to each of Stephen Barclay, John Shaw,
Lance O'Neill and Chatsford Corporate Finance Limited. At 31 December 2005 none
of these warrants had been exercised.
Significant shareholders are as disclosed in the Directors' Report. There is no
overall controlling party.
8. Related party transactions
On 30 March 2005 the Company issued 500,000 warrants to each of the Directors
and to Chatsford Corporate Finance Limited (see note 7).
During the period the Company paid Chatsford Corporate Finance Limited
commission in respect of funds raised for the Company amounting to #3,740.
John Shaw is a director of, and John Shaw and Stephen Barclay are shareholders
in, Chatsford Corporate Finance Limited.
The Company had contracted with Chatsford Corporate Finance Limited for the
provision of administrative support for a fee accruing at #3,000 per annum of
which #1,875 had been earned and accrued for in the period to 31 December 2005.
Following the acquisition of Energy Assets Limited this contract has been
revised.
On 9 March 2006, the Company acquired Energy Assets Limited, a company in which
Stephen Barclay and John Shaw held 9.0% and 5.2% of the shares respectively.
9. Post balance sheet events
On 9 March 2006 the Company acquired, for a consideration of #2,122,500 payable
through the issue of 141,500,000 new ordinary shares, Energy Assets Limited, a
company set up to provide meter asset management services, including utilising
new forms of technology, to industrial and commercial users of gas and
electricity and their suppliers. On that date the Company also raised #1,250,000
before expenses through a placing of 83,333,333 new ordinary shares at 1.5p
each.
Pursuant to this transaction
(i) 29,057,500 options were issued to senior executives of the Group as set out
in the Directors' Report above and
(ii) Warrants to subscribe for 12,403,051 ordinary shares with an exercise price
of 1.5p were issued on 13 March 2006 to parties connected with the raising of
finance for the Company as follows:
Ruegg & Co Limited 2,000,000 1.5p from 13 March 2007 to 13 March 2011
Hichens Harrison &
Co 3,000,000 1.5p from 13 March 2007 to 13 March 2009
ICON EAM LLC 7,403,051 1.5p up to 13 March 2011
--------
12,403,051
--------
Total number of warrants outstanding as at the date of this report, including
the 2,000,000 warrants issued in March 2005 and disclosed above, come to
14,403,051.
10. Registered Office and copies of Accounts
The Registered Office of the Company has been changed to St James's Court, Brown
Street, Manchester M2 2JF. Copies of the Annual Report and Accounts may be
obtained from the Company Secretary at this address.
Notice is hereby given that the Annual General Meeting of Energy Asset
Management Plc will be held at 1 Cornhill, London EC3V 3ND on 19 July 2006 at
2.30 pm.
Enquiries:
Ruegg & Co Limited:
Brett Miller 020 7584 3663
This information is provided by RNS
The company news service from the London Stock Exchange
END
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