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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Stallion Resour | LSE:SPSM | London | Ordinary Share | GB00B6SRX164 | ORD 0.03P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.075 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMSPSM
RNS Number : 9533K
Stallion Resources PLC
30 June 2014
30 June 2014
(Stallion Resources plc)
("the Company")
Final Results
STRATEGIC UPDATE
The audited profit and loss account for the year ended December 2013 states that the Group made a loss of EUR2,224,860 after investment write-downs of EUR1,619,130 (2012: loss of EUR422,033), on revenues of EURnil (2012: EUR25,966). This reflected the slower than anticipated initial take-up of The Mourinho product range. Trading post year end has continued to be poor and the Group was in the position of requiring additional funds to continue its plans of launching new marketing initiatives.
In order to address the Group's working capital requirements, the Company had taken informal soundings from existing and potential investors which indicated negligible appetite for a fund raising for the Company if it remained listed on AIM. The Directors believed that this was due to a lack of revenue visibility, historic and ongoing losses, the volatility of the Company's share price and the fact that many of its shareholders are not based in the UK.
The Board concluded that due to the limited resources and difficult trading conditions faced by the trading subsidiaries, the performance of the Company and its subsidiaries was not currently strong enough to generate revenues to support the costs associated with being quoted on a public market.
The Board was therefore faced with a situation where, if the Company remained as an AIM listed company, it would be unable to raise funds to enable it to continue to trade, let alone invest in the development of its trading businesses. Alternatively, the Board could propose a delisting, which it believed would be supported by sufficient shareholders for it to become effective which would mean that there was effectively no market in the ordinary shares. Finally, the Company could dispose of the existing business ("the Business"), introduce new funds, appoint new directors, and adopt a new investing policy.
Having considered these alternatives at length with its advisers the Board concluded post year end that the best available option was to dispose of the Business to Golden Rays Ventures ("Golden Rays") and, pursuant to this, the Company entered into a sale and purchase agreement on 7 April 2014 between the Company and Golden Rays ("SPA") in which Golden Rays agreed to acquire the Business and to assume the liabilities for an initial nominal consideration of GBP1. Golden Rays will also make an additional payment to the Company of GBP636,000 if certain trigger events are achieved, with that additional payment to be passed onto the shareholders on the Register of the Company as at 9 May 2014. In addition, Golden Rays agreed to assume responsibility for all liabilities in relation to a shareholder loan of GBP215,498.70. All other outstanding loans by the Company to the Business and vice versa have been eliminated pursuant to the SPA.
The disposal was completed in May 2014, new directors were appointed and a new investing policy adopted at a General Meeting of the Company, as announced on 10 April 2014.
FINANCIAL OVERVIEW
The Group made a loss before tax of EUR2,224,860 after investment write-downs of EUR1,619,030 (2012: loss of EUR422,033) for the year and cash balances held at 31 December 2013 were EUR110,315 (2012 - EUR1,396,205).
In order to recapitalise the Company, in May 2014 the Company was able to raise GBP300,000 at 0.06 pence per share, through the subscription of 500,000,000 new Ordinary Shares representing 53.7% of the issued ordinary share capital.
OUTLOOK
The directors believe that the changes to the Company post year end bring exciting opportunities as Stallion Resources plc potentially enters new markets and territories.
I would like to take this opportunity to thank the Board, staff and stakeholders for their continued support during the year.
On behalf of the Board on 30 June 2014:
David Ajemian
Non Executive Chairman
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2013
Hot Features
Premium
2013 2012
Notes EUR EUR
Revenue 1 - 25,966
Cost of sales (22,168) (34,759)
---------------- ----------------
Gross loss (22,168) (8,793)
Distribution expenses (265,874) (45,858)
Administrative expenses (349,378) (175,155)
Other expenses (62,448) (42,395)
Write-down of investments (1,619,030) -
Proportion of AIM costs charged
to income statement - (134,696)
-------------- ------------------
Operating loss 3 (2,318,898) (406,897)
Financial income 8,042 21,232
Financial expenses (8,974) (1,134)
-------------- -----------------
Loss before tax (2,319,830) (386,799)
Tax charge for the year (640) (554)
------------- ----------------
Loss for the year attributable
to equity holders of the company (2,320,470) (387,353)
======= ========
Other comprehensive expenses
Currency translation on foreign
currency net investments 95,610 (34,680)
--------------- ----------------
Total comprehensive loss attributable
to equity holders of the company (2,224,860) (422,033)
======= ========
Loss per share
Basic and diluted 8 (0.00) (0.00)
======= ========
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2013
2013 2012
Group Company Group Company
Notes EUR EUR EUR EUR
ASSETS
Non-current
assets
Property,
plant and
equipment 9 - - 111,424 -
Intangible
assets 10 - - 558,432 -
Investments 11 1 1 - 10,589
Long-term
loans to
subsidiaries - - - 1,400,000
----------------- ----------------- ----------------- -------------------
1 1 669,856 1,410,589
---------------- ------------------- ---------------- -------------------
Current assets
Trade and
other
receivables 9,950 9,950 244,712 98,123
Cash and cash
equivalents 110,315 110,315 1,396,205 882,251
-------------------- -------------------- -------------------- -----------------
Total current
assets 120,265 120,265 1,640,917 980,374
-------------------- -------------------- -------------------- ------------------
TOTAL ASSETS 120,266 120,266 2,310,773 2,390,963
========== ========= ========== =========
EQUITY AND
LIABILITIES
Equity
attributable
to owners of
the
parent
Share capital 151,287 151,287 132,116 132,116
Share premium
reserve 2,334,144 2,334,144 1,562,172 1,562,172
Retained loss (2,678,238) (2,678,238) (422,395) (211,493)
---------------- ---------------- -------------------- --------------------
TOTAL EQUITY (192,807) (192,807) 1,271,893 1,482,795
---------------- ---------------- --------------------- --------------------
Non-current
liabilities
Loans 11 252,945 252,945 - -
Current
liabilities
Trade and
other
payables 11 60,128 60,128 1,038,880 908,168
---------------- ---------------- --------------------- --------------------
TOTAL EQUITY
AND
LIABILITIES 120,266 120,266 2,310,773 2,390,963
======== ======== ========== ==========
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2013
Share
Share Premium Retained Total
Capital Account Loss Equity
EUR EUR EUR EUR
CONSOLIDATED
Balance at 1 January
2013 132,116 1,562,172 (422,395) 1,271,893
Loss for the year - - (2,224,860) (2,224,860)
Translation of
year end balances - - (30,983) (30,983)
-------------- -------------- ---------------- -----------------
Total comprehensive
loss for 2013 132,116 1,562,172 (2,678,238) (983,950)
-------------- -------------- ---------------- -----------------
Share capital issued
(net of costs) 19,171 771,972 - 791,143
-------------- -------------- --------------- -----------------
Balance at 31 December
2013 151,287 2,334,144 (2,678,238) (192,807)
======= ======= ======== ========
COMPANY
Balance at 1 January
2013 132,116 1,562,172 (211,493) 1,482,795
Loss for the year - - (2,436,280) (2,436,280)
Translation of
year end balances - - (30,465) (30,465)
-------------- -------------- ---------------- -----------------
Total comprehensive
loss for 2013 132,116 1,562,172 (2,678,238) (983,950)
-------------- -------------- ---------------- -----------------
Share capital issued
(net of costs) 19,171 771,972 - 791,143
-------------- -------------- --------------- -----------------
Balance at 31 December
2013 151,287 2,334,144 (2,678,238) (192,807)
======= ======= ======== ========
CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2013
2013 2012
Group Company Group Company
EUR EUR EUR EUR
Operating activities
Loss before taxation (2,319,830) (2,491,028) (386,799) (173,131)
Adjustments for:
Finance income (8,042) - (21,232) -
Finance costs 8,974 2,904 1,134 -
Investment write-downs 1,619,030 2,501,990
Depreciation 60,272 - 42,352 -
---------------- ---------------- ---------------- ----------------
(Loss)/profit from
operations before changes
in
working capital (639,596) 13,866 (364,545) (173,131)
Increase in receivables (176,025) 88,173 (244,712) (98,123)
(Decrease)/increase
in payables (129,180) (658,057) 173,290 42,941
---------------- ---------------- ---------------- ----------------
Cash generated from
operations (944,801) (556,018) (435,967) (228,313)
Tax payable (640) - (554) -
---------------- ---------------- ---------------- ----------------
Cash flow from operating
activities (945,441) (556,018) (436,521) (228,313)
---------------- ---------------- ---------------- ----------------
Cash flow from investing
activities
Purchase of subsidiary
undertakings - (11,640) - (10,589)
Purchase of intangible
assets (649,927) - (558,432) -
Purchase of tangible
assets (38,145) - (153,776) -
Loans granted to subsidiary
undertakings - (509,067) - (1,400,000)
---------------- ---------------- ------------------- --------------------
Net cash flow from
investing activities (688,072) (520,707) (712,208) (1,410,589)
---------------- ---------------- -------------------- ---------------------
Cash flow from financing
activities
Interest receivable 8,042 - 21,232 -
Interest payable (8,974) (2,904) (1,134) -
Loans received 252,945 252,945 - -
Proceeds from issue
of share capital - - 2,897,060 2,897,060
Share issue costs - - (337,544) (337,545)
---------------- ---------------- --------------------- ---------------------
Net cash inflow from
financing activities 252,013 250,041 2,579,614 2,559,515
---------------- ---------------- -------------------- --------------------
Net cash inflow for
the year (1,381,500) (826,684) 1,403,885 920,613
---------------- ---------------- -------------------- --------------------
Foreign exchange differences
on translation 95,610 54,748 (34,680) (38,362)
Cash and cash equivalents
at start of year 1,396,205 882,251 - -
---------------- ---------------- -------------------- ----------------
Cash and cash equivalents
at the end of the
year 110,315 110,315 1,396,205 882,251
========= ======== ========= ========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Stallion Resources Plc is a public limited company incorporated and domiciled in England and Wales under the Companies Act 2006. The address of its registered office is 16 Union Road, Cambridge, CB2 1HE. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange. The Group financial statements of Stallion Resources Plc for the year ended 31 December 2013 were authorised for issue by the Board on 27 June 2014 and the balance sheets signed on the Board's behalf by David Adjemian, Non Executive Chairman.
The financial information set out above does not constitute the Company's statutory accounts for the year ended 31 December 2012 or the year ended 31 December 2013, but is derived from those accounts. Statutory accounts for 2012 have been delivered to the Registrar of Companies and those for 2013 will be delivered shortly. The Auditors have reported on those accounts; their reports were unqualified and did not contain statements under the Companies Act 2006, sections 498(2) or (3). The nature of the Group's operations and its principal activities are set out in note 2 and in the Strategic Report on pages 1 to 4.
(b) Statement of compliance with IFRS
The consolidated financial information has been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations issued by the International Accounting Standards Board as adopted by the European Union (IFRS) and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under IFRS. The consolidated financial information has been prepared under the historical cost convention. The principal accounting policies adopted by the Group and Company are set out below.
(c) Basis of consolidation
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date of their formation. Inter-company transactions and balances are eliminated on consolidation. Investments in subsidiaries are accounted for at fair value at the date of acquisition, and reviewed annually for impairment. Inter-company transactions and balances are eliminated on consolidation.
1. REVENUE 2013 2012
EUR EUR
An analysis of the Group's revenue
is as follows:
UK - -
Portugal - 25,966
======= =======
2. BUSINESS AND GEOGRAPHICAL SEGMENTS
The Group's operations were located in Europe, including the United Kingdom. As the UK-based operations consist of the holding company operations only, no detailed analysis by geographical segment is considered appropriate. The net liabilities by country at 31 December 2013 were UK EUR192,807 and Portugal EURnil (after investment write-downs). All trading operations in 2013 were based in Portugal.
3. LOSS FROM OPERATIONS 2013 2012
EUR EUR
Loss from operations has been
arrived at after charging:
Depreciation of property,
plant & equipment 60,272 42,352
Net foreign exchange losses 44,255 34,680
Auditors' remuneration for
audit services (see below) 16,199 13,530
Operating lease rentals -
land and buildings - 24,000
---------------- ----------------
Amounts payable to Company
Auditors and their associates
in
Respect of both audit and
non-audit services 16,199 13,530
---------------- ----------------
Comprising:
* audit services 10,750 10,750
* non-audit services 2,449 2,780
======== =========
4. STAFF COSTS 2013 2012
No. No.
The average monthly number of employees
(including executive directors)
for the year for each of the Group's
principal divisions was as follows:
Management 3 3
Selling and distribution 2 2
Production 19 19
------------- ------------
24 24
======= ======
EUR EUR
The aggregate remuneration
comprised:
Wages and salaries 443,456 233,387
Social security and taxes 42,060 51,821
--------------- -----------------
485,516 285,208
======= =========
The above costs are included in general
and administrative expenses.
Directors' emoluments
The value of all elements of remuneration received by each director during the year are as follows:
2013 2012
Salary Fees Total Salary Fees Total
EUR EUR EUR EUR EUR EUR
Pedro
Matias
Maria 35,291 - 35,291 32,526 - 32,526
Luis Freire - 30,300 30,300 - 45,428 45,428
Ian Buckley 14,543 - 14,543 17,555 - 17,555
Sónia
Magalh es - 23,917 23,917 - - -
------------- -------------- -------------- ----------------- ----------------- -----------------
Total 49,834 54,217 104,051 50,081 45,428 95,509
------------- -------------- -------------- ---------------- ---------------- ----------------
The interests of the directors in the issued share capital of the company as at 31 December 2013 were as follows:
2013 2012
No. of No. of
No. of options No. of options
shares Percentage held shares Percentage held
EUR EUR EUR EUR EUR EUR
Ruben
Dias 140,000,000 32.46% 10,800,000 140,000,000 38.87% 10,800,000
Carlos
Amaro 24,000,000 5.56% 10,800,000 24,000,000 6.66% 10,800,000
Pedro
Matias
Maria 40,000,000 9.27% 10,800,000 40,000,000 11.11% 10,800,000
----------------------- -------------- ------------------- ------------------- ---------------- ---------------------
The market price of the company's shares as at 31 December 2013 was 0.08p with a quoted range during the year of 1.075p 0.700p.
The share option scheme in which the Directors have an interest is detailed in Note 14.
5. LOSS PER SHARE 2013 2012
EUR EUR
The calculation of the basic
and diluted earnings per share
is based on the following data:
Earnings
Earnings for the purposes of
basic earnings per share (net
loss for the
year attributable to equity holders
of the parent) (2,224,860) (422,033)
Number of shares
Weighted average number of ordinary
shares for the purposes of basic
earnings per share 431,313,342 131,126,760
=========== ===========
The denominator for the purpose of calculating the basic earnings per share has been adjusted to reflect all capital raisings. Due to the loss incurred in the year, there is no dilutive effect resulting from the issue of share options and shares to be issued.
PROPERTY, PLANT &
6. EQUIPMENT Computer Fixtures 2013
equipment & fittings Total
GROUP EUR EUR EUR
Cost
At 1 January 2013 146,992 6,784 153,776
Additions 18,909 19,236 38,145
Write-downs (165,901) (26,020) (191,921)
--------------- --------------- ---------------
At 31 December 2013 - - -
--------------- --------------- ---------------
Accumulated depreciation
At 1 January 2013 41,658 694 42,352
Charge for the year 54,662 5,610 60,272
Write-downs (96,320) (6,304) (102,624)
--------------- --------------- ---------------
At 31 December 2013 - - -
-------------- --------------- ---------------
Net Book Value
At 31 December 2013 - - -
======== ======= ========
At 31 December 2012 105,334 6,090 111,424
======== ======= ========
The Company has no
tangible fixed assets.
7. INTANGIBLE ASSETS Production
costs
GROUP EUR
Cost
At 1 January 2013 558,432
Additions 649,927
Write-downs (1,208,359)
---------------
At 31 December 2013 -
---------------
Amortisation
At 1 January 2013 -
Write-downs (1,208,359)
---------------
At 31 December 2013 -
---------------
Net Book Value
At 31 December 2013 -
========
At 31 December 2012 558,432
========
The Company has no intangible assets. Intangible assets are not amortised but are subject to regular impairment reviews as disclosed in the relevant accounting policy (k).
8. INVESTMENTS IN SUBSIDIARIES
Company
2013 2012
EUR EUR
Investments in subsidiaries
At 1 January 2013 10,589 -
Additions 11,640 10,589
Write-downs (22,228) -
-------------- --------------
At 31 December 2013 1 10,589
-------------- --------------
The following are the Company's subsidiaries:
Place of Proportion Proportion
incorporation of of
(or registration) ownership voting Principal
and power
Name of operations interest held activity
subsidiary
Special
Factory,
Unipessoal, Development
Lda Portugal 100% 100% of TV
Magnistage
-
Unipessoal, Management
Lda Portugal 100% 100% services
Sports Stars United Arab Software
Media FZ-LLC Emirates 100% 100% development
Sports Stars Media FZ-LLC was acquired on 25 March 2013 on the date of its incorporation. The consideration paid was equal to the issued share capital of the subsidiaries, being EUR11,350. All of the subsidiaries were disposed of as part of the SPA as disclosed in Note 19.
9. TRADE AND OTHER PAYABLES 2013 2012
Group Company Group Company
EUR EUR EUR EUR
Trade payables 38,585 38,585 109,103 7,670
Due to group undertakings - - - 46,478
Other payables 21,543 21,543 929,777 854,020
----------------- ----------------- -------------------- -------------------
60,128 60,128 1,038,880 908,168
======== ======== ========== =========
Due within one year 60,128 60,128 1,038,880 908,168
======== ======== ========== =========
Due after more than
one year 252,945 252,945 - -
======== ======== ========== =========
Trade creditors principally comprise amounts outstanding for trade purchases and ongoing costs.
Amounts due after more than one year comprise an unsecured loan that is repayable at the discretion of the Company at any time up to 21 November 2015. The loan carries interest at 10% per annum.
The Directors consider that the carrying amount of trade and other payables approximates their fair value.
10. RELATED PARTY TRANSACTIONS
Trading transactions
During the year, Group companies entered into the following transactions with related parties who are not members of the Group:
Name of related party Sales/(purchased) Owed (to)/from
during the at year
year end
GBP GBP
Mulitplicar Negocias, LDA
(R Dias is a director) (555) (1,343)
Carlos Amaro & Associados
(C Amaro is a director) (19,019) (1,771)
Big Storm Studios, LDA (R
Dias and P Maria are directors) (7,555) 9,638
Leading Capital SA (R Dias
is a director) (81,137) (6,271)
Pinto Mascarenhas II Soc.
Investimentos (controlled 252,945 -
by M Mascarenhas)
========== ==========
11. POST BALANCE SHEET EVENTS
On 9 April 2014, the Company agreed to dispose of its current business (including its trading subsidiaries) to Golden Rays Ventures for a consideration of GBP1 plus an additional payment of GBP636,000 subject to certain trigger events. Golden Rays Ventures also assumed responsibility for a shareholder loan of GBP215,498.70.
At a General Meeting of the Company held on 9 May 2014, the shareholders of the company approved:
- the change of name of the Company from Sports Stars Media plc to Stallion Resources plc;
- the raising of GBP300,000 by the issue of 500,000,000 new ordinary shares at 0.06 pence each; and
- a change in the Company's investing policy as set out in the Strategic Report on pages 1-4.
As a result of these post balance sheet events, all intercompany amounts have been provided for in full at the date of these financial statements.
The disposal of the business as described in the Strategic Report is a related party under the AIM rules as each of Carlos Amaro, Sónia Magalhaes, Pedro Maria and Miguel Mascarenhas are interested in Golden Rays Ventures as proposed directors and shareholders, they are all directors of Stallion Resources plc and, in the case of Carlos Amaro and Pedro Maria and Miguel Mascarenhas, are all significant shareholders as they own 10 per cent or more of the existing issued share capital.
The Independent Directors consider, having consulted with Sanlam Securities UK Limited, the Company's nominated adviser, that the terms of the disposal are fair and reasonable insofar as the Company's shareholders are concerned.
12. AVAILIABILITY OF ANNUAL ACCOUNTS
Copies of the report and accounts will be posted to shareholders shortly and will be available for the Company's registered office at 16 Union Road, Cambridge, CB2 1HE and from the Company's website www.stallionresources.com.
--ENDS--
For further information, please contact:
+44 20 3006
Stallion Resources plc 0260
Cameron Pearce
Sanlam Securities UK Limited (Nominated +44 20 7628
adviser and joint broker) 2200
Lindsay Mair
Peterhouse Corporate Finance Limited +44 20 7469
(Joint broker) 0930
Jon Levinson
Duncan Vasey
Eran Zucker
This information is provided by RNS
The company news service from the London Stock Exchange
END
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