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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Global Opportunities Trust Plc | LSE:GOT | London | Ordinary Share | GB0033862573 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -7.00 | -2.40% | 285.00 | 284.00 | 286.00 | 290.00 | 286.00 | 290.00 | 65,218 | 16:35:21 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Investment Advice | 15.68M | 14.68M | 0.5025 | 5.69 | 83.58M |
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TIDMGOT
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 ("MAR"). Upon publication of this announcement, this inside
information is now considered to be in the public domain.
27 March 2018
GoTech Group plc
("GoTech", the "Company" or the "Group")
Final Results and Notice of AGM
GoTech, the cash shell admitted to trading on AIM, announces its final audited
results for the year ended 30 September 2017.
Publication of annual report and notice of AGM
The Company hereby announces that its AGM will be held at the offices of
Allenby Capital Limited situated at 5 St. Helen's Place, London EC3A 6AB on 23
April 2018 at 2.00 p.m..
The Company's Annual Report and Financial Statements for the year ended 30
September 2017 will be posted to shareholders, along with the Notice of AGM,
shortly and will be available thereafter at the Company's registered office, 27
/28 Eastcastle Street, London, W1W 8DH and on its website: https://
www.gotechgroup-plc.com/key-documents
For further information, please visit www.gotechgroup-plc.com or contact:
Rupert Horner GoTech Group plc Tel: +44 (0) 787 257 1312
Virginia Bull Allenby Capital Limited Tel: +44 (0) 20 3 328 5656
James Reeve
Liz Kirchner
Duncan Vasey Peterhouse Corporate Finance Tel: +44 (0) 20 7220 9797
Lucy Williams
Chairman's Statement:
The Group's results for the year ended 30 September 2017 reflect the figures
for GoTech Group Plc and its wholly owned subsidiary companies, Sportsdata
Limited and Dataplay Holdings Limited.
GoTech Group PLC acquired these subsidiaries in May 2016. Both companies were
loss making and had only been trading for a relatively short time when they
were acquired. It was hoped that there would be a significant increase in
turnover for both businesses during the year ended 30 September 2017 which
would in turn result in them becoming profitable.
As has been announced during the year, this growth in turnover has not
materialised despite various business initiatives being implemented and both
businesses remained loss making during the period. Reluctantly, your board
announced in December 2017 that it had decided that it was no longer worth
investing further sums in these businesses and, as a consequence, the Company
was deemed to be a cash shell under the AIM Rules. Your board took the view
that it was better for shareholders to preserve cash and look to implement a
reverse takeover.
As Sportsdata Limited has remained loss making, Marcus Yeoman and I, as the
independent directors, have determined that it is in the Company's best
interests to dispose of Sportsdata Limited and have agreed, subject to
shareholders' approval, to a sale to Starnevesse Limited for GBP1. If the sale
is approved, this will mean that Sportsdata will no longer be a cash drain for
the Company and it will in addition make the Company a simpler proposition for
pursuing a reverse takeover. As part of the sale agreement, Starnevesse Limited
is obliged to continue to fund the Sportsdata business and honour all existing
contractual obligations. At the expiry of these contracts, Starnevesse Limited
is obliged to wind the company up in a solvent way. Additionally, in the
unlikely event that a sale of Sportsdata Limited could be achieved by
Starnevesse Limited, or a sale of the Sportsdata intellectual property rights
were to be made, all net proceeds of such sales will be paid across to GoTech
Group PLC. Simultaneously with the sale, GoTech Group PLC will settle the
outstanding group indebtedness due to Starnevesse Limited in the amount of GBP
183,000 by way of a cash settlement of GBP100,000 and the issuing of 8,375,000
new ordinary shares at a value of 0.4 pence each totalling GBP33,500. This
settlement secures a discount of GBP49,500 compared to the liability in the year
end group balance sheet.
Since the year end, two placings of ordinary shares have been completed which
have raised GBP500,000 (before costs) and as at 22 February 2018 the Company had
unaudited cash and cash equivalents of GBP579,000. This has put the Company in a
stronger position to pursue a successful reverse takeover. In addition, a
resolution has been included in the forthcoming Annual General Meeting which
will, if passed, give the directors the authority to issue up to a further GBP
250,000 of new ordinary shares at nominal value disapplying pre-emption rights.
This is required in order to give the directors the flexibility to raise
further funds if this is considered helpful for pursuing a successful reverse
takeover.
As a result of the above disappointing trading, the Group's loss for the year
was GBP494,000 (2016: loss GBP3,910,000).
Board changes
On 31 August 2017, Tony Humphreys resigned as a director and chairman of the
Company. I replaced him as an Interim Chairman.
On 19 December 2017, Gail Ganney resigned as an executive director and Richard
Thompson resigned as a director. On the same date, Marcus Yeoman re-joined the
Board (having resigned earlier in the year) as a non-executive director. It is
felt that Marcus Yeoman's experience in sourcing and executing reverse
takeovers will be helpful to your Company as it pursues its current objective.
Your Board will keep shareholders abreast of any significant developments and
are aiming to progress towards a successful reverse takeover in the first half
of this calendar year.
Professor M.P.Caine
Interim Chairman
Consolidated statement of comprehensive income for the year ended 30 September
2017
Notes 2017 2016
GBP '000 GBP '000
Revenue 2 65 40
Cost of sales (2) (51)
Gross profit/(loss) 63 (11)
Administrative expenses (557) (878)
Operating loss (494) (889)
Share of loss of associated - (57)
undertakings
Impairment charge - (2,964)
Loss on ordinary activities before (494) (3,910)
taxation
Tax on loss on ordinary activities 4 - -
Loss for the financial year (494) (3,910)
Other comprehensive income - -
Comprehensive loss for the financial year (494) (3,910)
Earnings per share attributable to the equity holders of the Company during
the year:
2017 2016
Basic loss per share 6 (0.37p) (5.52p)
Diluted loss per share 6 (0.37p) (5.52p)
There are no recognised gains or losses other than the results for the period
as set out above.
Consolidated Statement of Financial Position as at 30 September 2017
Notes 2017 2016
GBP '000 GBP '000
Current assets
Trade and other 9 13 121
receivables
Cash and cash 304 714
equivalents
317 835
Trade and other 11 (291) (315)
payables: amounts
falling due within one
year
Net current assets 26 520
Net assets 26 520
Capital and reserves
Called up share capital 12 6,501 6,501
Share premium 13 16,987 16,987
Other reserves 14 - 4
Profit and loss account 21 (23,462) (22,972)
Total equity 26 520
Consolidated Statement of Cash Flows for the year ended 30 September 2017
Notes 2017 2016
GBP '000 GBP '000
Operating activities
Loss for the financial year (494) (889)
Adjustments for:
Share-based payment expense - 1
Decrease/(increase) in trade and other 108 (48)
receivables
Decrease in trade and other payables (24) (273)
(410) (1,209)
Cash used in operating activities (410) (1,209)
Investing activities
Acquisition of subsidiaries - (13)
Add cash acquired on acquisition of - 42
subsidiaries
Cash generated by investing activities - 29
Financing activities
Proceeds from the issue of shares - 1,888
Cash generated by financing activities - 1,888
Net cash (used)/generated
Cash used in operating activities (410) (1,209)
Cash generated by investing activities - 29
Cash generated by financing activities - 1,888
Net cash (used)/generated (410) 708
Cash and cash equivalents at 1 October 714 6
Cash and cash equivalents at 30 304 714
September
Cash and cash equivalents comprise:
Cash at bank 304 714
Consolidated Statement of Changes in Equity for the year ended 30 September
2017
Share
Group Share Share option Retained Total
capital premium reserve earnings
GBP '000 GBP '000 GBP '000 GBP '000 GBP '000
At 1 October 2015 6,382 12,718 3 (19,062) 41
Comprehensive loss for - - - (3,910) (3,910)
the year
Shares issued 119 4,269 - - 4,388
Share based payments - - 1 - 1
expense
At 30 September 2016 6,501 16,987 4 (22,972) 520
At 1 October 2016 6,501 16,987 4 (22,972) 520
Comprehensive loss for - - - (494) (494)
the year
Release of share option - - (4) 4 -
reserve
At 30 September 2017 6,501 16,987 - (23,462) 26
While the financial information included in this preliminary announcement has
been prepared in accordance with International Financial Reporting Standards
(IFRSs), this announcement does not itself contain sufficient information to
comply with IFRSs. The Group has also published full financial statements that
comply with IFRSs which will be shortly available on its website and also
circulated.
The financial information set out in the announcement does not constitute the
company's statutory accounts for the years ended 30 September 2017 or 2016.
The financial information for the year ended 30 September 2016 is derived from
the statutory accounts for that year, which were prepared under IFRSs, and
which have been delivered to the Registrar of Companies. The auditors reported
on those accounts, their report was unqualified and did not contain a statement
under either Section 498(2) or Section 498(3) of the Companies Act 2006.
We draw your attention to note 1.3, which has been included in the financial
results for the year ended 30 September 2017, which describes the uncertainty
surrounding the Group's ability to continue as going concern. The proposed
transactions outlined in note 1.3 are considered likely to happen. If the
proposed transactions do not proceed, then this could cast doubt over the
Group's ability to continue as a going concern.
The financial information for the year ended 30 September 2017 is derived from
the audited statutory accounts for the year ended 30 September 2017 on which
the auditors have given an unqualified report, that did not contain a statement
under section 498(2) or 498(3) of the Companies Act 2006 and included the
following matter to which the auditors drew attention by way of emphasis:
Material uncertainty relating to going concern
We draw attention to note 1.3 in the financial statements, which explains that
the subsidiary companies are being wound down subsequent to the year end. As
stated in note 1.3, these events or conditions, along with the other matters as
set forth in note 1.3, indicate that a material uncertainty exists that may
cast significant doubt on the group's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
The statutory accounts will be delivered to the Registrar of Companies
following the Company's annual general meeting.
The accounting policies adopted in the preparation of this preliminary
announcement are consistent with those set out in the latest Group Annual
financial statements. There is no material seasonality associated with the
Group's activities.
Extracted Notes to the Accounts for the year ended 30 September 2017:
1.2 Basis of preparation and consolidation
The financial statements are prepared under the historical cost convention and
have been prepared in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the European Union and applied in accordance
with the provisions of the Companies Act 2006 applicable to companies reporting
under IFRS.
The Group financial statements consolidate the financial statements of the
Company and its subsidiary undertakings made up to 30 September 2017. See note
1.6 for further details regarding the basis of consolidation.
The financial statements are presented in sterling, which is the functional
currency of the Group and the Parent Company. Monetary amounts in these
financial statements are rounded to the nearest GBP'000.
The principal accounting policies adopted by the Group are set out below.
1.3 Going concern
The Group has reported a loss of GBP494,000 for the year (2016 - GBP3,910,000).
During the previous year the Company acquired Sportsdata Limited and Dataplay
Holdings Limited through a reverse takeover. At 30 September 2017 the Company
held 100% of the ordinary shares of both of these businesses.
As detailed in the Chairman's statement both these businesses are being wound
down and there will be costs involved in achieving this.
In addition, there will be central and administration costs incurred by GoTech
Group Plc.
Since the balance sheet date the Company has raised GBP500,000 before costs by
way of two placings of ordinary shares.
At the year end the Group had cash resources of GBP304,000. The Directors have
prepared detailed working capital projections for the Company, Sportsdata
Limited and Dataplay Holdings Limited which includes the Group's committed
costs covering a period up until 30 September 2019. Based on these projections,
the directors have a reasonable expectation that the Group's current cash
resources are adequate to allow the Group to continue in operational existence
for the foreseeable future and meet its liabilities as they fall due for at
least a period of 12 months from the signing of these financial statements. The
Group therefore continues to adopt the going concern basis in preparing its
financial statements.
1.8 Revenue recognition
Revenue is recognised when the right to receive payment is established, to the
extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured, regardless of when the payment is
made. Revenue is measured at the fair value of the consideration received or
receivable, excluding Value Added Tax.
The directors are of the opinion that this accounting policy accurately
reflects commercial reality and the recording of revenue.
1.12 Impairment
(a) Impairment of Financial Assets
All financial assets (other than those categorised at fair value through profit
or loss), are assessed at the end of each reporting period as to whether there
is any objective evidence of impairment as a result of one or more events
having an impact on the estimated future cash flows of the asset. For an equity
instrument, a significant or prolonged decline in the fair value below its cost
is considered to be objective evidence of impairment.
An impairment loss in respect of loans and receivables financial assets is
recognised in profit or loss and is measured as the difference between the
asset's carrying amount and the present value of estimated future cash flows,
discounted at the financial asset's original effective interest rate.
If, in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment
was recognised, the previously recognised impairment loss is reversed through
profit or loss to the extent that the carrying amount of the financial asset at
the date the impairment is reversed does not exceed what the amortised cost
would have been had the impairment not been recognised.
(b) Impairment of Non - Financial Assets
The carrying values of assets, other than those to which IAS 36 - Impairment of
Assets does not apply, are reviewed at the end of each reporting period for
impairment when there is an indication that the assets might be impaired.
Impairment is measured by comparing the carrying values of the assets with
their recoverable amounts. The recoverable amount of the assets is the higher
of the assets' fair value less costs to sell and their value in use, which is
measured by reference to discounted future cash flow.
An impairment loss is recognised in profit or loss immediately.
When there is a change in the estimates used to determine the recoverable
amount, a subsequent increase in the recoverable amount of an asset is treated
as a reversal of the previous impairment loss and is recognised to the extent
of the carrying amount of the asset that would have been determined (net of
amortisation and depreciation) had no impairment loss been recognised. The
reversal is recognised in profit or loss immediately, unless the asset is
carried at its revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.
2 Revenue and loss on continued activities before
taxation
By geographical origin
For the year to 30 September 2017
Revenue Loss before Total Total
tax assets liabilities
GBP '000 GBP '000 GBP '000 GBP '000
United Kingdom 65 (494) 317 (291)
For the year to 30 September 2016
Revenue Loss before Total Total
tax assets liabilities
GBP '000 GBP '000 GBP '000 GBP '000
40 (3,910) 835 (315)
2017 2016
Loss before taxation is arrived at after charging GBP '000 GBP '000
/ (crediting):
Impairment of fixed asset - (57)
investments
Impairment of goodwill - 2,838
Impairment of other intangible - 183
fixed assets
Auditor's remuneration:
- audit of the annual accounts of 15 10
the Group
- other services relating to - 8
taxation
3 Directors and employees 2017 2016
GBP '000 GBP '000
Staff costs, including directors' emoluments
during the year were as follows;
Wages, salaries and 254 122
emoluments
Social security costs 21 9
275 131
4 Taxation 2017 2016
GBP '000 GBP '000
Analysis of charge in
period
Tax on loss on ordinary - -
activities
Factors affecting tax charge for
period
The differences between the tax assessed for the period and the standard rate
of corporation tax are explained as follows:
2017 2016
GBP '000 GBP '000
Loss on ordinary activities before (494) (3,910)
tax
Standard rate of corporation tax in 20% 20%
the UK
GBP '000 GBP '000
Profit on ordinary activities multiplied by the (99) (782)
standard rate of corporation tax
Effects of:
Expenses not deductible for tax 99 782
purposes
Current tax charge for - -
period
Factors that may affect future tax
charges
The Company has estimated tax losses of GBP1,791,000 (2016 - GBP1,567,000)
available to offset against future profits.
A deferred tax asset for the Company of GBP304,000 (2016 - GBP266,000) at a rate
of 17% has not been recognised in these financial statements on the basis of
uncertainty over the availability of future taxable profits of the Company.
5 Related party
transactions
At 30 September 2017, an amount of GBP183,000 (2016 - GBP183,000) was owed to
Starnevesse Limited by Sportsdata Limited. This amount is unsecured,
interest free and is payable from the profits generated by the Dataplay
business division of Sportsdata Limited as and when they arise but with an
end payment date of 1 May 2018. In the event that the Dataplay business
division of Sportsdata Limited is not sufficiently profitable between now
and 1 May 2018 to have enabled the debt to have been repaid in full by that
point in time, Sportsdata Limited and Starnevesse Limited are under an
obligation to try to re-negotiate the payment terms in relation to the
amount unpaid at that point in time. The related intangible asset has been
impaired to GBPNil in the Group accounts and in the individual accounts of
Sportsdata Limited.
As explained in the Chairman's statement, an agreement has been reached
post the year end whereby, subject to shareholders' approval, this
liability of GBP183,000 being settled by way of a payment of GBP100,000 in cash
and an issue of shares valued at GBP33,500.
During the year the Group paid fees of GBPNil (2016 - GBP13,600) to A Humphreys
for services rendered during the year. No amounts were outstanding (2016 -
GBPNil) at the year end.
During the year the Company paid fees of GBPNil (2016 - GBP9,600) to
Unforgiving Minute Limited, a company in which J D Steele is a director and
majority shareholder, for services rendered during the year. No amounts
were outstanding (2016 - GBPNil) at the year end. J D Steele resigned as a
director of the company on 12 March 2016.
During the year Sportsdata Limited paid a salary of GBPNil (2016 - GBP1,631) to
R Potts, the brother of G M Ganney. No amounts were outstanding (2016 - GBP
Nil) at the year end.
During the year Sportsdata Limited paid a salary of GBP6,000 (2016 - GBP12,900)
to M Ganney, the daughter of G M Ganney, a director of the company. No
amounts were outstanding (2016 - GBP600) at the year end.
During the year the Company charged management fees amounting to GBP50,000
(2016 - GBP40,000) to Sportsdata Limited. During the year the Company charged
management fees amounting to GBP41,500 (2016 - GBP40,000) to Dataplay Holdings
Limited, at the time that both were wholly-owned subsidiary companies.
During the year, the Company loaned a further GBP50,000 (2016 - GBP303,000) to
Sportsdata Limited and a further GBP41,500 (2016 - GBP48,000) to Dataplay
Holdings Limited.
At 30 September 2017, the Company was owed GBPNil by Sportsdata Limited and
GBPNil by Dataplay Limited. Both amounts were fully provided at the year end
and the previous year end.
6 Loss per share
a) Basic
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the Company by the weighted average number of ordinary shares in
issue during the year.
The calculation of the basic loss per ordinary share is based on:
2017 2016
Number Number
Weighted average number of Ordinary 135,304,536 70,772,462
shares in issue during the period
Loss for the year (GBP'000) (3,910)
(494)
b) Diluted
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. The Company has one category of dilutive potential
shares and warrants. A calculation is performed to determine the number of
shares that could have been acquired at fair value (determined as to the
average annual market share price of the Company's shares) based on the
monetary value of the subscription rights attached to outstanding warrants. The
number of shares calculated as above is compared with the number of shares that
would have been issued assuming the exercise of the warrants.
The calculation of diluted earnings per share is based on:
2017 2016
Number Number
Weighted average number of Ordinary shares in issue 135,304,536 70,772,462
Adjustments for dilutive
effect of:
- Employee warrants
- -
Weighted average number of ordinary shares for diluted 135,304,536 70,772,462
earnings per share
Employee warrants could in future have a dilutive effect, however, they are
antidilutive in the current year as the Company is loss making.
7 Fixed asset investments
Investments
in
subsidiary Other
undertakings investments Total
GBP '000 GBP '000 GBP '000
Cost
At 1 October 2016 and 30 September 3,042 - 3,042
2017
Impairment
At 1 October 2016 and 30 September (3,042) - (3,042)
2017
Net book value at 30 September 2017 - - -
The company holds 20% or more of the share capital of the following
companies:
Company Shares held Principal activity
Class %
Sportsdata Limited Ordinary 100 Software development
Dataplay Holdings Limited Ordinary 100 Software development
All the above subsidiaries' country of incorporation and principal place of
business is England & Wales. Both subsidiary companies are private companies
and there are no quoted market prices available for their shares.
Impairment of investment
As a result of the losses made by Sportsdata Limited and Dataplay Holdings
Limited to date, the directors have taken the prudent view and provided against
the investment value in full at 30 September 2017.
8 Intangible assets
Group Computer
Goodwill platform Total
GBP '000 GBP '000 GBP '000
Cost
At 1 October 2016 2,838 183 3,021
At 30 September 2017 2,838 183 3,021
Impairment
At 1 October 2016 2,838 183 3,021
At 30 September 2017 2,838 183 3,021
Net book value at 30 September 2017 - - -
The goodwill was fully impaired in the prior year and as such there is no
goodwill in this year's Group balance sheet.
9 Trade and other
receivables
Group Group Company Company
2017 2016 2017 2016
GBP '000 GBP '000 GBP '000 GBP '000
Other receivables 4 108 82
2
Prepayments 9 13 13
9
13 121 11 95
The above items represent financial assets (financial instruments) of the
Group. Included in other receivables of the Company at 30 September 2017 is a
loan of GBPNil (2016 - GBPNil) to Sportsdata Limited (note 5) and GBPNil (2015 - GBP
Nil) to Dataplay Holdings Limited (note 5). All amounts owed from Sportsdata
Limited and Dataplay Holdings Limited have been provided against in full.
10 Cash and cash
equivalents
Group Group Company Company
2017 2016 2017 2016
GBP '000 GBP '000 GBP '000 GBP '000
Cash at bank and in hand 304 714 294 675
304 714 294 675
11 Trade and other payables: Amounts falling due within one year
Group Group Company Company
2017 2016 2017 2016
GBP '000 GBP '000 GBP '000 GBP '000
Trade payables 54 56 54 54
Amounts due to related 183 183
parties - -
Accruals and deferred 54 76
income 35 21
291 315
89 75
With the exception of social security and other taxes, the above items
represent financial liabilities (financial instruments) of the Group.
There are no social security or other creditors.
19 Post balance sheet events
On 20th December 2017 the company placed 100,000,000 new Ordinary shares
of 0.1 Pence each at a price of 0.4 Pence per share raising GBP400,000
before costs. On 10th January 2018, the company issued 5,000,000 new
Ordinary shares of GBP0.1 pence each at a price of 0.4 Pence per share to
Capex Human Capital Limited in full and final settlement of a liability of
GBP54,000 that was included in the Company's Balance Sheet as at 30th
September 2017.
On 1st February 2018 the company placed a further 25,000,000 new Ordinary
shares of 0.1 Pence each at a price of GBP0.4 Pence per share raising GBP
100,000 before costs.
As explained in the Chairman's statement, an agreement has been reached
post the year end whereby, subject to shareholders' approval, the
liability of GBP183,000 due to Starnevesse Limited by Sportsdata Limited
being settled by way of a payment of GBP100,000 in cash and an issue of
shares valued at GBP33,500 and Sportsdata Limited will be sold to
Starnevesse Limited for GBP1.
END
(END) Dow Jones Newswires
March 27, 2018 02:10 ET (06:10 GMT)
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