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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Minerva Res | LSE:MVA | London | Ordinary Share | GB0033826206 | ORD 2.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.70 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMMVA AIM 30 Release June 2009 Minerva Resources Plc (AIM:MVA) ('Minerva Resources' or 'the Company') Interim Results for the six months ended 31 March 2009 Highlights * Loss for the six months ended 31 March 2009 was GBP376,453 (0.21p per share) compared with a loss of GBP131,879 (0.10p per share) for the same period in the previous year Post Balance Sheet Events * Loan Agreement entered with Dwyka Resources Limited to provide the Company with an unsecured loan facility of GBP350,000 on the 5th May 2009 * Shareholder approval to allot unissued share capital to capitalize any funds lent under the Loan Agreement granted on 17 June * All share offer by Dwyka Resources Limited to acquire the entire issued and to be issued share capital of the Company announced on 23 June 2009 For further information please contact: Terry Ward Minerva Resources plc Tel: +44 (0) 20 73795012 E-mail: terry.ward@minervaresources.com James Joyce W. H. Ireland Limited Tel: +44 (0) 20 72201666 E-mail: james.joyce@wh-ireland.co.uk Nick Rome Bishopsgate Communications Ltd Tel: +44 (0) 20 75623350 E-mail: nick@bishopsgatecommunications.com CHAIRMAN'S STATEMENT The half year to 31st March 2009 was a difficult period for Minerva Resources, although as you will all know, very recently and positively, your Board has recommended acceptance of an offer from Australian Stock Exchange and AIM listed Dwyka Resources Ltd ("Dwyka") to purchase all of the issued capital of your Company. At the start of the half year period, in early October last year and in line with the placement agreement concluded in the prior period, Minerva Resources issued shares raising a gross GBP607,500 to enable it to continue pursuing its operations at its principal Ethiopian assets. At that time and in line with Ambrian Capital PLC's agreement in the prior period to capitalise its outstanding loan to the Company, amounting to GBP334,480, Minerva Resources issued 13,379,200 new ordinary shares at 2.5p per ordinary share. At the end of 2008 and early in 2009, despite positive drilling in Ethiopia, particularly at the Tulu Kapi and Guji gold prospects and in line with other junior mining exploration companies, we found it extremely difficult, in the prevailing global economic situation, to attract the further funds to continue with our proposed work programmes in Ethiopia through 2009. Despite an expectation that we would be able to complete the sale of our 100% owned subsidiary, Palladex Ltd (the Samoan holding company for the Company's geotechnical services company in Kyrgyzstan) in the near future, it was still envisaged that the Company would need to raise further funds during the first quarter of 2009 to continue its exploration and development activities. After careful analysis and consideration, on 30 January 2009, the Board announced that, because it was unable to raise additional funds in order for it to continue operating as a going concern, the Directors had resolved to enter into a Company Voluntary Arrangement ("CVA") to provide further time to seek those additional funds and/or to explore alternative options. Consequently the Company also requested a suspension of its shares from trading on AIM. The Board and Management took immediate steps to conserve its remaining cash and the sale of Palladex Ltd was also legally completed in late January 2009 providing additional funds to enable efforts to seek additional long term funding to continue. On 5 May 2009, it was announced that the Company had entered into a loan agreement with, at that time, an unnamed third party, to provide it with an unsecured loan facility of GBP350,000 and that it had also been resolved not to proceed further with a CVA. Repayment of any monies drawn down under the Loan Facility could, at the lender's option, be satisfied by conversion into new Minerva Resources shares, conditional on shareholder approval. Contemporaneously with the draw down of the first tranche of the loan ("Loan Facility"), the Company also entered into a non-legally binding memorandum of understanding ("MOU") with Dwyka (the provider of the Loan Facility), through which it agreed to provide a legally binding exclusivity period to Dwyka to enable it to conduct due diligence on your Company's assets with a view to determining whether a transaction between the two Groups could be possible. On 1 June 2009, Dwyka announced a possible offer to acquire the entire issued share capital of your Company. It was duly resolved, at a General Meeting of shareholders on 17 June 2009, to approve the allotment of unissued share capital and the issue of new Minerva Resources Shares on a non-pre-emptive basis, to facilitate the possible election, by Dwyka, to capitalise any funds drawn down under the Loan Facility into new Minerva Resources shares. On 23 June 2009, it was announced that agreement had been reached between your Directors and the Dwyka Board on the terms of a recommended all share offer ("Offer") to be made by Dwyka to acquire the entire issued capital of your Company. The Offer is detailed in separate documentation sent to each Minerva Resources shareholder and has been made on the basis of 1 new Dwyka share for every 5 Minerva Resources shares. Given your directors are of the view that, in the current economic climate, there is significant uncertainty as to whether your Company would be able to continue as a going concern, the belief is that the offer by Dwyka, which values each Minerva Resources share at 1.2 pence (based on a Closing Price per Dwyka Share of 5.88p on 22 June 2009) being a premium of 71.4 per cent to the Minerva Resources share price on 29 January 2009 the day prior to the suspension of trading, is a good outcome, the completion of which would benefit all shareholders. Andrew Daley Chairman 30 June 2009 MINERVA RESOURCES PLC Unaudited Consolidated income statement for the six months ended 31 March 2009 Restated Unaudited Unaudited Audited Six Months Six Months Year ended ended ended 30 September 31 March 31 March 2008 2009 2008 Note GBP GBP GBP Revenue 14,373 26,379 96,220 Cost of sales (20,807) (17,767) (43,746) Gross (loss) / profit (6,434) 8,612 52,474 Other income 17,243 16,581 - Administrative expenses (389,107) (578,449) (1,224,857) Loss from operations (378,298) (553,256) (1,172,383) Financial expense (56) (19,827) (30,856) Financial income 1,901 15,427 24,120 Loss before taxation (376,453) (557,656) (1,179,119) Taxation 3 - - - Loss for the period from (376,453) (557,656) (1,179,119) continuing operations Profit / (loss) for the period from discontinued - 425,777 (71,894) operations Loss for the period (376,453) (131,879) (1,251,013) Attributable to: Equity holders of the (329,405) (114,094) (1,155,148) parent Minority interest (47,048) (17,785) (95,865) Loss per Ordinary Share (GBP) attributable to equity holders of the parent: Basic and diluted 4 (0.0021) (0.0010) (0.0103) Continuing operations Basic and diluted 4 (0.0021) (0.0048) (0.0097) Discontinued operations Basic and diluted 4 - 0.0038 (0.0006) MINERVA RESOURCES PLC Consolidated balance sheet at 31 March 2009 Restated Unaudited Unaudited Audited Six Months Six Months Year ended ended ended 30 September 31 March 31 March 2008 2009 2008 Note GBP GBP GBP Assets: Non-current assets Intangible assets 3,851,811 3,710,202 3,611,082 Property, plant and 174,522 414,847 211,446 equipment Total non-current assets 4,026,333 4,125,049 3,822,528 Current assets Inventories 37,226 68,192 53,378 Trade and other receivables 115,563 271,883 808,715 Cash and cash equivalents 315,100 1,227,391 181,254 Non-current assets - - 1,016,485 classified as held for sale Total current assets 467,889 1,567,466 2,059,832 Total assets 4,494,222 5,692,515 5,882,360 Liabilities: Non-current liabilities Borrowings - (5,732) - Deferred tax liability - (12,522) - Total non-current - (18,254) - liabilities Current liabilities Trade payables (119,906) (248,330) (183,833) Accruals and deferred (5,678) (68,345) (99,700) income Borrowings - (334,480) - Liabilities directly associated with non-current - - (735,972) assets classified as held for sale Total current liabilities (125,584) (651,155) (1,019,505) Total liabilities (125,584) (669,409) (1,019,505) Total net assets 4,368,638 5,023,106 4,862,855 Equity attributable to equity holders of the parent company Called up share capital 5 3,857,361 2,793,574 2,793,574 Share premium account 5 4,230,505 4,290,765 4,181,465 Shares to be issued - - 1,112,827 Merger reserve 949,713 949,713 949,713 Foreign currency (47,439) (38,249) 70,325 translation reserve Retained losses (4,612,633) (3,020,630) (4,283,228) Equity attributable to equity holders of the 4,377,507 4,975,173 4,824,676 parent company Minority interest (8,869) 47,933 38,179 Total equity 4,368,638 5,023,106 4,862,855 MINERVA RESOURCES PLC Unaudited Consolidated cash flow statement for the six months ended 31 March 2009 Restated Unaudited Unaudited Six Months Six Months Audited ended ended Year ended 31 March 31 March 30 September 2009 2008 2008 GBP GBP GBP Cash flows from operating activities Loss for the year (376,453) (131,879) (1,251,013) Adjustments for: Depreciation 80,770 50,994 117,952 Impairment loss on measurement to - - 476,101 fair value Share based payments - 26,599 25,848 Profit on sale of assets - (1,156) - Profit on sale of Palladex KR LLC - (586,329) (586,329) Income tax (credit) / expense - - (14,180) Provision against deferred exploration expenditure in - - 47,133 Ethiopia Finance income (1,901) (15,427) (24,120) Finance expense 56 19,827 30,856 Exchange (gains)/loss (185,929) (5,726) (126,814) Cash outflows from operating (483,457) (643,097) (1,304,566) activities before changes in working capital and provisions Decrease / (increase) in inventory 16,152 (20,774) (5,960) Decrease in trade and other 85,652 104,482 175,150 receivables (Decrease) / increase in trade and (157,949) 39,859 9,088 other payables Cash outflows from operating (539,602) (519,530) (1,126,288) activities Income taxes paid - - - Net cash flows from operating (539,602) (519,530) (1,126,288) activities Investing activities Finance income 1,901 15,427 24,120 Proceeds from disposal of tangible - 1,156 4,585 assets Purchase of property, plant and (43,846) (141,079) (91,404) equipment Sale of Palladex KR LLC - 998,813 998,813 Sale of Palladex Limited 348,678 - - Cash held in disposal group - - (89,652) Payments for intangible assets (240,729) (481,792) (869,961) Cash flows from investing 66,004 392,525 (23,499) activities Financing activities Interest expense (56) (19,827) (30,856) Issue of ordinary share capital 607,500 - - (gross of issue costs) Cash flows from financing 607,444 (19,827) (30,856) activities Increase / (decrease) in cash 133,846 (146,832) (1,180,643) Cash and cash equivalents at 181,254 1,361,897 1,361,897 beginning of the period Foreign exchange movements - 12,326 - Cash and cash equivalents at end 315,100 1,227,391 181,254 of the period MINERVA RESOURCES PLC Consolidated statement of changes in equity for the period ended 31 March 2009 Restated Restated Restated Restated Restated Total Shares to Foreign Retained attributable Minority Share Share be Merger Currency Losses to Equity Interest Total Capital Premium Issued Reserve Translation Holders Equity Reserve Reserve of the Parent GBP GBP GBP GBP GBP GBP GBP GBP GBP Balance as at 1 October 2007 2,793,574 4,290,765 - 949,713 39,594 (2,877,532) 5,196,114 134,044 5,330,158 Exchange differences arising on translation of foreign operations - - - - 30,731 - 30,731 - 30,731 Net income recognised directly in equity - - - - 30,731 - 30,731 - 30,731 Loss for the year (1,155,148) (1,155,148) (95,865) (1,251,013) Total recognised income and expense for the year - - - - 30,731 (1,155,148) (1,124,417) (95,865) (1,220,282) Shares to be issued - - 1,112,827 - - - 1,112,827 - 1,112,827 Issue costs - (109,300) - - - - (109,300) - (109,300) Consideration for option to acquire 22% of Yubdo - - - - - (276,396) (276,396) - (276,396) Share based payment - - - - - 25,848 25,848 - 25,848 Balance as at 30 September 2008 2,793,574 4,181,465 1,112,827 949,713 70,325 (4,283,228) 4,824,676 38,179 4,862,855 Exchange differences arising on translation of foreign operations - - - - (117,764) - (117,764) - (117,764) Net income recognised directly in equity - - - - (117,764) - (117,764) - (117,764) Loss for the period (329,405) (329,405) (47,048) (376,453) Total recognised income and expense for the period - - - - (117,764) (329,405) (447,169) (47,048) (494,217) Shares issued 1,063,787 49,040 (1,112,827) - - - - - - Balance as at 31 March 2009 3,857,361 4,230,505 - 949,713 (47,439) (4,612,633) 4,377,507 (8,869) 4,368,638 Notes to the Interim Report For the six months ending 31 March 2009 1. Basis of preparation The financial information set out above is based on the consolidated financial statements of Minerva Resources plc and its subsidiary companies (together referred to as the "Group"). The accounts of the Group for the six months ended 31 March 2009, which have neither been audited nor reviewed pursuant to guidance issued by the Auditing Practices Board, were approved by the Board on 30 June 2009. In accordance with s435 of the Companies Act 2006, such unaudited results do not constitute statutory accounts of the Company or Group. These accounts have been prepared in accordance with the requirements of International Accounting Standard 34 (Interim Financial Reporting) and with the accounting policies set out in the Report and Accounts of Minerva Resources plc for the year ended 30 September 2008. The statutory accounts for the year ended 30 September 2008 have been filed with the registrar of Companies. The auditors' report on those accounts was unqualified with an emphasis of matter relating to the going concern of the group and did not contain a statement under section 498(2)-(3) of the Companies Act 2006. The comparative figures presented are for the six months ended 31 March 2008 and the full year ended 30 September 2008. The Group's consolidated annual financial statements for the year ended 30 September 2008 were prepared using the recognition and measurement principles of International Financial Reporting Standards (IFRSS and IFRIC interpretations) as adopted by the European Union and also in accordance with the Companies Act 1985, and those parts of the Companies Act 2006 as applicable. The Directors have restated comparatives on the consolidated income statement, consolidated balance sheet and consolidated cash flow statement to correct for the final gain on disposal of Palladex KR LLC and presentation in line with that reported at 30 September 2008. 2. Changes in accounting policies There were no changes in accounting policies, other than the Group electing to adopt IAS34, during the six months ended 31 March 2009. 3. Taxation Due to an operating loss for the period, no taxation has been provided for (2008: Nil). 4. Loss per share Loss per Ordinary Share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue for the period is 153,503,517 (six months ended 31 March 2008: 111,742,960 and year ended 30 September 2008: 111,742,960). Losses for the Group attributable to the equity holders of the Company for the six months are GBP329,405 (six months ended 31 March 2008: GBP114,094 and year ended 30 September 2008: GBP1,155,148). Losses for the Group from continuing operations excluding minority interest are GBP329,405 (six months ended 31 March 2008: GBP539,871 and year ended 30 September 2008: GBP1,083,254). Discontinued operations Profit / (loss) for the Group attributable to discontinued activities for the period is GBPnil (six months ended 31 March 2008: profit of GBP425,777 and the year ended 30 September 2008: loss of GBP71,894). In the six months ended 31 March 2009 and the year ended 30 September 2008, the effect of the share options in issue under the option scheme is anti-dilutive and therefore diluted earnings per share have not been calculated. At 31 March 2009, there were 6,500,000 share options in issue. As the average market price of ordinary shares during the period was lower than the exercise price of the options, there were nil (31 March 2008: nil,30 September 2008: nil) potentially dilutive shares at period end. 5. Share Capital On 2 October 2008 the Company issued new ordinary shares of 2.5p each at 2.5p per ordinary share raising GBP607,500 gross of expenses. In addition in line with Ambrian Capital PLC's ("Ambrian") agreement in the prior period to capitalise the outstanding loan made by Ambrian to the Company, amounting to GBP334,480, the Company issued 13,379,200 new ordinary shares ("Ambrian Shares") at 2.5p per ordinary share. The Placing Shares and Ambrian Shares were issued together with one warrant entitling the holder to subscribe for one ordinary share in the Company at 4 pence per ordinary share (the "Warrants"). The Warrants are exercisable at any time up to 18 months from the date of admission of the Placing Shares to trading on AIM. Wills & Co Corporate Ltd ("Wills"), received 2,070,000 new ordinary shares and 2,070,000 warrants, entitling the holder to subscribe for one ordinary share in the Company at 4p per ordinary Share, in lieu of fees for a commission on the value of the shares placed by Wills, the production of an initial research note and a corporate finance fee of GBP51,750. The following summarises the above. Share Holder Price Number of Proceeds per share Shares GBP Investors 2.5p 24,300,000 607,500 Ambrian Capital plc 2.5p 13,379,200 334,480 Wills & Co 2.5p 2,070,000 51,750 39,749,200 993,730 On 23 October 2008 2,802,298 shares were issued at 4.25p in accordance with the conditions of the agreement entered into in March 2008 to acquire a further 22% of Yubdo Platinum and Gold Development Private Limited Company. All the transactions above were accounted for in the 30 September 2008 accounts as they had been legally completed at that date, with the actual issue of shares taking place in the current period. 6. Segmental analysis of income statement The income statement for the six months ended 31 March 2009 Six months ended 31 Ethiopia Kyrgyz UK Corporate Total March 2009 Rep. GBP GBP GBP GBP GBP Total Revenue segment 14,086 - 14,373 - revenue Inter segment (14,086) - - - revenue Revenue Continuing - - 14,373 - 14,373 activities Discontinued - - - - - activities Profit / (loss) Continuing (128,762) - (109) (247,582) (376,453) after activities taxation Discontinued - - - - - activities Restated Six months ended 31 Ethiopia Kyrgyz UK Corporate Total March 2008 Rep. GBP GBP GBP GBP GBP Total Revenue segment 26,379 110,554 26,379 - revenue Inter segment (26,379) - - - revenue Revenue Continuing - - 26,379 - 26,379 activities Discontinued - 110,554 - - 110,554 activities Profit / (Loss) Continuing (116,352) - - (441,304) (557,656) after activities taxation Discontinued - 425,777 - - 425,777 activities Year ended 30 Ethiopia Kyrgyz UK Corporate Total September 2008 Rep. GBP GBP GBP GBP GBP Total Revenue segment 52,778 350,101 52,778 43,442 revenue Inter segment (52,778) - - - revenue Revenue Continuing - - 52,778 43,442 96,220 activities Discontinued - 350,101 - - 350,101 activities Profit / (loss) Continuing (242,775) - 10,406 (946,750) (1,179,119) after activities taxation Discontinued - (71,894) - - (71,894) activities 7. Post balance sheet events Loan Agreement On 5 May 2009 Minerva Resources entered into a binding loan agreement with Dwyka Resources Limited ("Dwyka") to provide the Company with an unsecured loan facility of GBP350,000. Contemporaneously with the drawdown of the first tranche of GBP75,000, the Company entered into the non-legally binding memorandum of understanding ("MOU") with Dwyka, through which it agreed to provide a legally binding exclusivity period to Dwyka to enable it to conduct due diligence on Minerva Resources assets with a view to determining whether a transaction between the two Groups may be possible. This also enabled the Company not to proceed further with the company voluntary arrangement. Under the terms of the Loan Agreement, the first tranche is non interest bearing. Any amounts drawn down under the Second Tranche of GBP275,000 will bear interest at a rate of 15% per annum, such interest becoming payable at the time all funds advanced under the Facility become repayable. If an offer is made by Dwyka and such offer has not been declared wholly unconditional by 31 August 2009 then all monies advanced under the Facility (including interest) become repayable within thirty days of receipt by the Company of notice from Dwyka requiring repayment, with such notice to take effect by no later than 15 September 2009. Repayment of any monies drawn down under the Facility (including interest) shall, at Dwyka's option, be satisfied by the Company by either (a) the capitalisation of all monies due into fully paid new Ordinary Shares at a conversion price of 0.7p per share (which would result in Dwyka being interested in approximately 25% of the enlarged issued share capital of the Company) or (b) cash. The Company has given certain warranties and indemnities under the Loan Agreement relating to the business and financial position of the Company. In addition, Dwyka also has the right to call for immediate repayment of the funds advanced under the Facility if certain events of default occur, such as the Company becoming insolvent or if an event occurs which, in Dwyka's opinion, could have a material adverse effect on the Possible Offer or Dwyka's rights under the MOU. Shareholder Approval for issue of new Ordinary Shares In order to facilitate the possible election by Dwyka to capitalise any funds lent under the Loan Agreement into Ordinary Shares, Shareholder approval was obtained on 17 June 2009 to allot unissued share capital and to allow the issue of new Ordinary Shares on a non pre-emptive basis. All share offer by Dwyka Resources Limited On 22 June 2009 the boards of Dwyka and the Company announced that they had reached agreement on the terms of a recommended all share offer by Dwyka to acquire the entire issued and to be issued share capital of Minerva Resources PLC. SUMMARY OF THE OFFER * The Offer will be on the following basis: for every 5 Minerva Shares 1 New Dwyka Share * Based on a Closing Price per Dwyka Share of 5.88p on 22 June 2009, the Offer values the entire issued share capital of Minerva at approximately GBP1.8 million and each Minerva Share at approximately 1.2p, representing a premium of approximately 71.4 per cent. to the Closing Price of 0.7p per Minerva Share on 29 January 2009 (being the last business day prior to the suspension from trading on AIM of the Minerva Shares). Full acceptance of the Offer will result in the issue of up to 30,858,891 New Dwyka Shares, representing approximately 13.9 per cent. of the Enlarged Share Capital being held by existing Minerva Shareholders 8. Discontinued activities In late January 2009, the sale of the wholly owned subsidiary Palladex Limited (Western Samoa) was legally completed for consideration of GBP280,513. The gain on the sale of Palladex Limited (Western Samoa) was determined as follows: GBP Consideration received 348,678 Foreign exchange movement (68,165) 280,513 Net assets disposed Deferred exploration expenditure 97,140 Property, plant and equipment 137,470 Inventories 167,231 Trade and other receivables 524,992 Cash and cash equivalents 89,652 Trade and other payables (735,972) 280,513 Gain on disposal of discontinued activities - 9. Related party transactions During the period the Group paid GBP12,921 to Sprecher Grier Halberstam LLP in connection with professional services, including those of non-executive director, provided to the Group by J Bottomley who is an employee of that firm. During the period the Group paid GBP31,286 to Ward International Consultants Pty Ltd in connection with management services provided to the Group by T Ward who is an employee of the company. Ambrian Capital PLC, a shareholder of the company, capitalised the loan to the company of GBP334,480, see note 5. 10 Other Information Directors Andrew Edward Daley Non-executive Chairman Terrance Alexander Ward Managing Director John Michael Bottomley Non-executive Director Roger Clegg Non-executive Director Registered Office One America Square Crosswall London EC3N 2SG Telephone +44 (0)20 72644444 Fax +44 (0)20 72644440 Head Office 5th Floor Manfield House 1 Southampton Street London WC2R 0LR Telephone +44 (0)20 73795012 Fax +44 (0)20 73951931 Company Number 4832551 Company Secretary John Michael Bottomley Nominated Advisor and Broker W H Ireland Limited 24 Martin Lane London EC4R 0DR Solicitors Fasken Martineau LLP 17 Hanover Square London W1S 1HU Auditors BDO Stoy Hayward LLP 55 Baker Street London W1U 7EU Registrars Capita Registrars plc The Registry 34 Beckenham Road Beckenham BR3 4TU Bankers HSBC Bank plc Barclays Bank plc 315 Fulham Road 180 Oxford Street London SW10 London 9QJ W1D 1EA =--END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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