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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Spinnaker Opportunities Plc | LSE:SOP | London | Ordinary Share | GB00BYQCS703 | 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% | 4.65 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMSOP
RNS Number : 8751Z
Spinnaker Opportunities PLC
05 September 2018
5 September 2018
Spinnaker Opportunities Plc
("Spinnaker" or "the Company")
Half Yearly Report (Unaudited) for the Period Ended 30 June 2018
Spinnaker Opportunities Plc announces today its preliminary financial results for the period ended 30 June 2018.
For further information, please contact:
Spinnaker Opportunities plc Andy Morrison/Jonathan Bradley-Hoare 0207 467 1700 SP Angel (Financial adviser and broker) Lindsay Mair/Caroline Rowe 0203 470 0470
Chairman's Statement
I am pleased to present the interim financial statements to shareholders for the six months ended 30 June 2018.
Your company, Spinnaker, was incorporated on 17 November 2016 and received its certificate to commence trading on 20 March 2017. The shares of the Company were admitted to trading on the Main Market of the London Stock Exchange on 17 May 2017. The audited Directors' report and Financial Statements for the first full financial period were published on 13 April 2018.
The Company was formed to undertake an acquisition of a target company or business in the industrial or energy sector. Consideration for an acquisition is expected to be funded through the issue of shares to raise cash and directly to the vendors of a target business. The Company is led and governed by a Board comprising four directors with support from an advisory team including legal, financial, technical, investor relations and human resource expertise.
The Company's approach is to conserve as much as possible of its initial capital pending completion of its first acquisition. The operating costs of running the business prior to its first acquisition are being kept to the minimum required commensurate with full compliance and good governance. To minimise cash costs, the Directors have agreed that no fees will be payable to them for their ordinary duties prior to an acquisition.
The opportunity review and initial due diligence operations of the Company are undertaken by a team comprising the Directors and retained advisers. Retained advisers provide the benefit of their experience on issues such as target quality, potential capital expenditure requirements, commodity market dynamics and business development to assist the Directors in formulating an investment decision. The role of the retained adviser is to advise the Board on a discretionary, part-time consultancy basis as the Board assesses potential acquisitions. In common with the Directors, retained advisers do not receive any fees for their ordinary duties prior to the completion of an acquisition transaction.
In the first six months of 2018, two potential target businesses in the oil and gas sector were high graded for more detailed due diligence. Although they were both in OECD jurisdictions and benefitted at the time from an increasing oil commodity price environment, they did not in the end meet our due diligence criteria and had to be dropped. In the opinion of the Directors, the fundable work programme in the first opportunity presented too binary a risk profile, and in the second opportunity the expected licence extension required for the project did not materialise. Added to the two target businesses high graded for due diligence in 2017, a total of four businesses have now been discarded during due diligence. Against this back-drop, it has been pleasing to note the support from new investors attracted by the Company's approach.
As at the date of these statements, the Company is once again engaged in due diligence of a high graded opportunity in a topical sector. Whilst there can be no assurance that a transaction can be concluded, we are hopeful that this time it will work out. In any event, Directors remain motivated and committed to securing a suitable transaction as expediently as possible.
Andy Morrison
Chairman
Results for the 2018 interim financial period
A summary of the key financial results is set out in the table below:
Hot Features
Premium
30.6.2018 30.6.2017 31.12.2017
GBP'000 GBP'000 GBP'000
--------------------- ---------- ---------- -----------
Revenue - - -
Operating expenses (92) (131) (191)
--------------------- ---------- ---------- -----------
Operating loss (92) (131) (191)
Finance income 1 - 1
--------------------- ---------- ---------- -----------
Loss before tax (91) (131) (190)
Taxation - - -
Loss for the period (91) (131) (190)
Interest
The net interest cost for the Company for the period was GBPnil.
Loss before tax
Loss before tax for the period was GBP91,000.
Taxation
Taxation charge was GBPnil for the period.
Earnings per share
Basic and diluted earnings per share for the period was 0.3p loss.
Financial position
The Company's balance sheet as at 30 June 2018 can be summarised as set out in the table below:
Assets Liabilities Net assets
GBP'm GBP'm GBP'm
GBP'000 GBP'000 GBP'000
-------------------------------- -------- ------------ -----------
Non-current assets - - -
Current assets and liabilities 1,137 (31) 1,106
Loans and provisions - - -
Total as at 30 June 2018 1,137 (31) 1,106
-------------------------------- -------- ------------ -----------
Cash flow
Net cash inflow for 2018 was GBP46,000.
This inflow reflects the net placing for the Company during the period.
Interim Condensed Income Statement
6 month period ended 30 June 2018
Unaudited Unaudited Audited
6 months 32 weeks Period
ended ended ended
30.06.18 30.06.17 31.12.17
Note GBP'000 GBP'000 GBP'000
Revenue - - -
Cost of sales - - -
--------------------------- ----- ---------- ---------- ---------
Gross profit - - -
Operating expenses (92) (131) (191)
--------------------------- ----- ---------- ---------- ---------
Operating loss (92) (131) (191)
Net finance income 1 - 1
Loss before tax (91) (131) (190)
Taxation - - -
--------------------------- ----- ---------- ---------- ---------
Loss for the period (91) (131) (190)
Loss attributable to the
Company (91) (131) (190)
--------------------------- ----- ---------- ---------- ---------
Loss per share expressed
in pence per share
From continuing and total
operations:
Basic & diluted loss per
share, pence 5 (0.3) (2.3) (1.3)
The Company has no items of other comprehensive income.
Interim Condensed Balance Sheet
As at 30 June 2018
Restated
Unaudited Unaudited Audited
30 June 30 June 31 December
2018 2017 2017
Note GBP'000 GBP'000 GBP'000
Assets
Current assets
Receivables and prepayments 9 9 4
Cash 1,128 1,095 1,082
------------------------------ ----- ----------------------- -------------------- ----------------------
Total current assets 1,137 1,104 1,086
Current liabilities
Trade and other payables 31 9 58
Net current assets 1,106 1,095 1,028
Net Assets 1,106 1,095 1,028
Share capital 3 735 650 650
Share premium 3 592 518 510
Share based payments reserve 4 60 58 58
Retained earnings (281) (131) (190)
Total equity attributable
to equity holders of the
Company 1,106 1,095 1,028
------------------------------ ----- ----------------------- -------------------- ----------------------
Interim Condensed Statement of Changes in Equity
6 months ended 30 June 2018
Share based
payments Retained
Share capital Share premium reserve earnings Total equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ------------- ------------- ----------- --------- ------------
Balance at 31 December
2017 650 510 58 (190) 1,028
Loss for the period - - - (91) (91)
Total comprehensive
loss - - - (91) (91)
------------------------ ------------- ------------- ----------- --------- ------------
Shares issued in period
net of expenses 85 84 - - 169
Share based payments
issued - (2) 2 - -
------------------------ ------------- ------------- ----------- --------- ------------
Balance at 30 June
2018 735 592 60 (281) 1,106
------------------------ ------------- ------------- ----------- --------- ------------
Interim Condensed Cash Flow Statement
6 months ended 30 June 2018
Unaudited Unaudited Audited
30 June 30 June 31 December
2018 2017 2017
GBP'000 GBP'000 GBP'000
--------------------------------------
Loss for the period (91) (131) (190)
Adjustment for:
(Increase)/decrease in receivables (5) (9) (4)
Increase/(decrease) in payables (27) 9 58
Share option expense - 44 45
Net cash used in operating activities (123) (87) (91)
Cash flows from financing activities
Shares issued (net of costs) 169 1,182 1,173
Net cash from/(used in) financing
activities 169 1,182 1,173
-------------------------------------- --------- --------- ---------------------
Net increase/(decrease) in cash
and cash equivalents 46 1,095 1,082
-------------------------------------- --------- --------- ---------------------
Cash and cash equivalents brought
forward 1,082 - -
-------------------------------------- --------- --------- ---------------------
Cash and cash equivalents carried
forward 1,128 1,095 1,082
-------------------------------------- --------- --------- ---------------------
Notes to the interim condensed financial statements
For the 6 month period ended 30 June 2018
1. General information
Spinnaker Opportunities plc (the Company) is a company incorporated and domiciled in England and Wales. It is a cash shell company listed on the Standard List of the London Stock Exchange.
2. Summary of significant accounting policies
The principal accounting policies adopted in the preparation of these financial results are set out below. These policies have been consistently applied to all financial periods presented, unless otherwise stated.
Basis of preparation and going concern basis
The interim condensed financial statements for the 6 months ended 30 June 2018 have been prepared in accordance with IAS 34 Interim Financial Reporting.
The interim financial information set out above does not constitute statutory accounts within the meaning of Companies Act 2006. It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union (adopted IFRS).
The financial statements have been prepared under the historic cost convention.
The Company was incorporated on 17 November 2016 and in 2017 was admitted to Standard List of the London Stock Exchange. The period under review represents the second interim set of accounts. The interim financial information for the 6 months ended 30 June 2018 has not been reviewed or audited. The interim financial report has been approved by the Board on 20(th) August 2018.
The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in this review. The financial position of the Company, its cash flows and liquidity position are described in this business review. In addition, the below notes to the financial results include the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposure to credit risk and liquidity risk. As highlighted below, the Company meets its day to day working capital requirements through its on-going cash flows.
Segment reporting
The Company is currently a cash shell and the directors believe that there is no benefit to show any segmental reporting until a new strategy is undertaken.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose of the cash flow statement.
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.
Taxation
Income tax payable is provided on taxable profits using tax rates enacted or substantively enacted at the balance sheet date.
Deferred taxation is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial results. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the related balance sheet tax asset is realised or the deferred liability is settled. Deferred income tax assets are recognised to the extent that it is possible that future taxable profit will be available against which temporary differences can be utilised. Income tax is recognised in the consolidated income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below.
Going concern basis of preparation
The Directors' have prepared the accounts on a going concern basis as they consider that the Company has adequate funding.
3. Share capital and share premium Ordinary shares of Number Share capital Share premium 2.5p of shares GBP'000 GBP'000 ------------------------ ----------- -------------- -------------- Shares issued brought forward 26,000,120 650 510 Issue of shares during the period 3,400,000 85 85 Share issue costs - - (1) Warrants issued (Note 4) - - (2) At 30 June 2018 29,400,120 735 592 ------------------------ ----------- -------------- --------------
On incorporation, the Company issued 3 ordinary shares at par value of GBP1 per share which were subdivided into 120 shares of 2.5p each in March 2017.
On 14 March 2017, the Company issued a further 2,000,000 shares at 2.5p per share.
On 17 May 2017, the Company raised GBP1,200,000 before expenses through a placing of 24,000,000 ordinary shares at 5p per share.
On 3 January 2018, the Company raised GBP170,000 before expenses through a placing of 3,400,000 ordinary shares at 5p per share.
4. Share based payments
Share based payments reserve
Movements in the share based payments reserve in the period relate to:
GBP'000
---------------------- --------
At the beginning
of the period 58
Warrants issued 2
Share options issued -
---------------------- --------
At 30 June 2018 60
----------------------- --------
Warrants
Weighted
average
Number exercise
of awards price
------------------- ----------- ----------
At the beginning
of the period 24,790,500 GBP0.074
Granted 1,800,000 GBP0.074
------------------- ----------- ----------
At the end of the
period 26,590,500 GBP0.074
Exercisable at 30
June 2018 26,590,500 GBP0.074
The warrants outstanding at 30 June 2018 have a weighted average remaining contractual life of 1.8 years.
At 30 June 2018, the Company had the following warrants in issue:
Broker Broker
Warrants Warrants Warrants Warrants
-------------------- ----------- ---------- ---------- ----------
Date of grant 17-May-17 17-May-17 3-Jan-18 3-Jan-18
Number granted 24,000,000 790,500 1,700,000 100,000
Contractual life 3 years 3 years 2.5 years 2.5 years
Exercise price GBP0.075 GBP0.05 GBP0.075 GBP0.05
The estimated fair
value Nil GBP0.017 Nil GBP0.017
The Warrants were granted to the subscribers and placees as part of the share subscription and placing. These warrants fall outside the scope of IFRS 2 and the share price that was paid by the subscribers reflected any fair value of these warrants.
The Broker Warrants were issued to the Company's brokers and others for their services in connection with the placing.
All the warrants vested at the date of the agreement.
The fair value of warrants issued during the period determined using the Black-Scholes valuation model and a share based payment charge of GBP2,000 (period ended 31 December 2017: GBP13,000) has been recognised in the financial statements as a deduction from the share premium account as the warrants were issued in connection with share subscriptions.
Other significant inputs into the model are:
Broker
Warrants
warrantsBroker
Warrants Warrants
------------------------ --------- ----------------
Issue date share price 5p 5p
Risk free rate 0.4% 0.4%
Expected volatility 50% 50%
The average volatility has been calculated by using the average volatility for the Company and other similar companies.
4. Share based payments (continued)
Share options
Weighted
average
Number exercise
of awards price
------------------- ----------- ----------
At the beginning
of the period 2,600,000 GBP0.05
Granted - -
------------------- ----------- ----------
At the end of the
period 2,600,000 GBP0.05
Exercisable at 30
June 2018 2,600,000 GBP0.05
The options outstanding at 30 June 2018 have a weighted average remaining contractual life of 1.8 years.
At 30 June 2018, the following options were issued to directors of the Company under the share option incentive scheme:
Date of grant 17-May-17 Number granted 2,600,000 Contractual life 3 years Exercise price GBP0.05 The estimated fair value GBP0.017
All options vested at the date of the agreement.
The fair value of the options issued during the period determined using the Black-Scholes valuation model and a share based payment charge of nil (period ended 31 December 2017: GBP45,000) has been recognised in the income statement.
Other significant inputs into the model are:
Issue date share price 5p Risk free rate 0.4% Expected volatility 50%
The average volatility has been calculated by using the average volatility for the Company and other similar companies.
5. Earnings per share
Basic and diluted
The basic earnings per share is calculated by dividing the (loss)/profit attributable to the ordinary shareholders of the Company by the weighted average number of Ordinary shares in issue during the period, excluding Ordinary shares purchased by the Company and held as treasury shares.
Half year Half year
ended ended Period ended
30.06.18 30.06.17 31.12.17
GBP'000 GBP'000 GBP'000
--------------------------------------------- ---------- --------- ------------
(Loss)/profit attributable to equity holders
of the Company (GBP'000) (91) (131) (190)
Weighted average number of shares in issue 29,400,120 5,653,453 14,806,966
(Loss)/earnings per share (pence) (0.3) (2.3) (1.3)
--------------------------------------------- ---------- --------- ------------
There are no diluted earnings per share as the share warrants and options currently in issue do not have a dilutive effect.
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
IR FMGGLMKDGRZM
(END) Dow Jones Newswires
September 05, 2018 07:37 ET (11:37 GMT)
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