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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 |
TIDMSPSM
RNS Number : 6267Q
Stallion Resources PLC
19 June 2015
19 June 2015
Stallion Resources plc
("the Company")
Final Results for the year ended 31 December 2014
Stallion Resources plc is pleased to announce its final results for the year ended 31 December 2014.
CHAIRMAN'S STATEMENT
The audited statement of comprehensive income for the year ended 31 December 2014 states that the Group made a loss of EUR138,540 after investment write-backs of EUR265,031 (2013: loss of EUR2,224,860), on revenues of EURnil (2013: EURnil). This reflected the final transactions and balances relating to the disposal of the Group's former subsidiaries on 9 May 2014 that had not been provided for in the previous period. This disposal had been determined upon by the previous Directors who had considered that the limited resources and difficult trading conditions faced by the trading subsidiaries, together with the performance of the Group and its subsidiaries, was not strong enough to generate revenues to support the costs associated with being quoted on a public market. A decision was therefore taken to dispose of the existing business ("the Business"), introduce new funds, appoint new directors, and adopt a new investing policy.
The Company subsequently entered into a sale and purchase agreement ("SPA") on 7 April 2014 between the Company and Golden Rays Ventures ("Golden Rays") in which Golden Rays agreed to acquire the Business and to assume the liabilities for an initial nominal consideration of GBP1. Golden Rays would also make an additional payment to the Company of GBP636,000 if certain trigger events were 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 EUR215,499. 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 and change of company name adopted at a General Meeting of the Company held on 9 May 2014.
NEW INVESTING POLICY
On 9 May 2014, the Company's shareholders approved a new Investing Policy which is to invest in and/or acquire companies and/or projects within the natural resources and/or energy sector with potential for growth. The Investing Policy states that the Company will also consider opportunities in other sectors as they arise if the Directors consider there is an opportunity to generate an attractive return for Shareholders. In selecting investment opportunities, the Directors will focus on businesses, assets and/or projects that are available at attractive valuations and hold opportunities to unlock embedded value.
As an Investing Company, the Company will be required to make an acquisition or acquisitions which constitutes a reverse takeover under the AIM Rules or otherwise implement its proposed Investing Policy on or before the date falling twelve months from the adoption of the Investing Policy failing which, in accordance with the AIM rules, the Company's Ordinary Shares would then be suspended from trading on AIM. The Company's Board of Directors considered a wide range of investments throughout the year, including conducting detailed due diligence and engaging in negotiations on several project opportunities, both in the natural resources sector but also in other unrelated sectors. However, as at 9 May 2015, being 12 months after the approval of the Company's Investing Policy, the Company had not implemented its Investing Policy or completed a reverse takeover. As such, the Company's shares were suspended from trading on 11 May 2015. The Company has a period of six months from 11 May 2015 to make a reverse takeover or implement the Company's Investing Policy in order for the Company's shares to recommence trading.
While the suspension of the Company's shares from trading is regrettable, the Company's Board of Directors will continue to work diligently with a view to ensuring that an appropriate transaction or transactions are consummated within the prescribed period to enable trading to re-commence. We will keep shareholders appraised of developments.
FINANCIAL OVERVIEW
The Group made a loss before tax of EUR373,778 (2013: EUR1,648,940) and cash balances held at 31 December 2014 were EUR124,459 (2013 - EUR110,315).
In order to recapitalise the Company, in May 2014 the Company was able to raise EUR368,550 net of costs 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 Board continues to work diligently on the consummation of investments which will be value-enhancing for the Company's shareholders.
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 17 June 2015.
David Ajemian
Non Executive Chairman
For further information, please contact:
+44 20 3006 Stallion Resources plc 0260 George Frangeskides (Company Secretary) Sanlam Securities UK Limited (Nominated +44 20 7628 adviser and joint broker) 2200 Lindsay Mair/Andrew Wagstaff Peterhouse Corporate Finance Limited +44 20 7469 (Joint broker) 0930 Jon Levinson Duncan Vasey Eran Zucker
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2014
2014 2013 restated Notes EUR EUR Revenue - - Cost of sales (1,329) - ---------------- ---------------- Gross loss (1,329) (22,168) Administrative expenses (182,556) (26,996) Write-down of investments - (1,619,030) Share-based payments (181,570) - -------------- -------------- Loss from operations 2 (365,455) (1,646,026) Financial expenses 4 (8,323) (2,904) -------------- -------------- Loss before tax (373,778) (1,648,930) Tax charge for the year (6,570) - ------------- --------------- Loss from continuing operations (380,348) (1,648,930) Profit / (loss) from discontinued operations net of tax 265,031 (671,540) ------------- --------------- (115,317) (2,320,470) ======= ======== Other comprehensive expenses Currency translation on foreign currency net investments (23,223) 95,610 --------------- --------------- Total comprehensive loss attributable to equity holders of the company (138,540) (2,224,860) ======= ======== Loss per share Basic and diluted 8 (0.00) (0.00) ======= ========
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2014
2014 2013 Group Company Group Company restated Notes EUR EUR EUR EUR ASSETS Non-current assets Investments 8 - 128 1 1 ---------------- ------------------- ---------------- ------------------- Current assets Trade and other receivables 9 11,692 11,564 9,950 9,950 Cash and cash equivalents 124,459 124,459 110,315 110,315 -------------------- -------------------- -------------------- -------------------- Total current assets 136,151 136,023 120,265 120,265 -------------------- -------------------- -------------------- -------------------- TOTAL ASSETS 136,151 136,151 120,266 120,266 ========== ========= ========== ========= EQUITY AND LIABILITIES Equity attributable to owners of the parent Share capital 13 335,564 335,564 151,287 151,287 Share premium reserve 2,505,416 2,505,416 2,334,144 2,334,144 Share-based payments reserve 181,570 181,570 - - Retained loss (2,933,905) (2,933,905) (2,678,238) (2,678,238) ---------------- ---------------- ---------------- ---------------- TOTAL EQUITY 88,645 88,645 (192,807) (192,807) ---------------- ---------------- ---------------- ---------------- Non-current liabilities Loans 13 - - 252,945 252,945 Current liabilities Trade and other payables 13 47,506 47,506 60,128 60,128 ---------------- ---------------- ---------------- ---------------- TOTAL EQUITY AND LIABILITIES 136,151 136,151 120,266 120,266 ======== ======== ========== ==========
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2014
Share Share Based Share Premium Payments Retained Total Capital Account Reserve Loss Equity EUR EUR EUR EUR EUR CONSOLIDATED (restated) Balance at 1 January 2014 151,287 2,334,144 (2,678,238) (192,807) Loss for the year - - - (138,540) (138,540) Translation of year end balances - - - (117,127) (117,127) -------------- ----------------- -------------- ----------------- ----------------- Total comprehensive loss for 2014 151,287 2,334,144 - (2,933,905) (448,474) -------------- ----------------- -------------- ------------------ ----------------- Share capital issued (net of costs) 184,277 171,272 - - 355,549 Warrants issued during the year - - 181,570 - 181,570 -------------- ------------------ -------------- ------------------ ----------------- Balance at 31 December 2014 335,564 2,505,416 181,570 (2,933,905) 88,645 ======= ======== ======= ======== ======== COMPANY Balance at 1 January 2014 151,287 2,334,144 - (2,678,238) (192,807) Loss for the year - - - (138,540) (138,540) Translation of year end balances - - - (117,127) (117,127) -------------- ----------------- ---------------- ------------------ ----------------- Total comprehensive loss for 2014 151,287 2,334,144 - (2,933,905) (448,474) -------------- ----------------- ---------------- ------------------ ----------------- Share capital issued (net of costs) 184,277 171,272 - - 355,549 Warrants issued during the year - - 181,570 - 181,570 -------------- ----------------- --------------- ------------------ ----------------- Balance at 31 December 2014 335,564 2,505,416 181,570 (2,933,905) 88,645 ======= ======== ======= ========= =======
CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2014
2014 2013 Group Company Group Company restated EUR EUR EUR EUR Operating activities Loss before taxation (373,778) (373,778) (1,648,930) (2,491,028) Adjustments for: Finance income - - (8,042) - Finance costs 14,785 8,323 8,974 2,904 Investment valuation adjustments (252,944) (252,945) 1,619,030 2,501,990 Share-based payments 181,570 181,570 - - Result of Discontinued operations 265,031 265,031 (671,540) - Depreciation - - 60,272 - Income tax - - 640 - ---------------- ---------------- ---------------- ---------------- (Loss) / profit from operations before changes in working capital (165,336) (171,799) (639,596) 13,866 (Increase) / decrease in receivables (1,743) (1,615) (176,025) 88,173 Decrease in payables (12,622) (12,622) (129,180) (658,057) ---------------- ---------------- ---------------- ---------------- Cash generated from operations (179,701) (186,036) (944,801) (556,018) Tax payable (6,570) (6,570) (640) - ---------------- ---------------- ---------------- ---------------- Cash flow from operating activities (186,271) (192,606) (945,441) (556,018) ---------------- ---------------- ---------------- ---------------- Cash flow from investing activities Purchase of subsidiary undertakings - (127) - (11,640) Purchase of intangible - - (649,927) - assets Purchase of tangible - - (38,145) - assets Loans granted to subsidiary undertakings - - - (509,067) ---------------- ---------------- ---------------- ---------------- Net cash flow from investing activities - (127) (688,072) (520,707) ---------------- ---------------- ---------------- ---------------- Cash flow from financing activities Interest receivable - - 8,042 - Interest payable (14,785) (8,323) (8,974) (2,904) Loans received - - 252,945 252,945 Proceeds from issue of share capital 489,502 489,502 - - Share issue costs (133,953) (133,953) - - ---------------- ---------------- ---------------- ---------------- Net cash inflow from financing activities 340,764 347,226 252,013 250,041 ---------------- ---------------- ---------------- ---------------- Net cash inflow for the year 154,493 154,493 (1,381,500) (826,684) ---------------- ---------------- ---------------- ---------------- Foreign exchange differences on translation (140,349) (140,349) 95,610 54,748 Cash and cash equivalents at start of year 110,315 110,315 1,396,205 882,251 ---------------- ---------------- ---------------- ---------------- Cash and cash equivalents at the end of the year 124,459 124,459 110,315 110,315 ========= ======== ========= ========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) General information and authorisation of financial statements
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 14 Golden Square, London, W1F 9JG. 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 2014 were authorised for issue by the Board on 17 June 2015 and the balance sheets signed on the Board's behalf by David Ajemian, Non Executive Chairman. The nature of the Group's operations and its principal activities are set out in the Strategic Report on pages 1 to 3.
(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.
(d) Business combinations and goodwill
The assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill and capitalised as an intangible asset. Goodwill will be reviewed for impairment annually and any resulting charge made to the income statement.
1. 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 assets by country at 31 December 2014 were UK EUR88,645 and Portugal EURnil (after investment write-downs). All trading operations in 2014 were based in Portugal.
2. LOSS FROM OPERATIONS 2014 2013 EUR EUR Loss from operations has been arrived at after charging: Depreciation of property, plant & equipment - 60,272 Net foreign exchange losses 23,223 44,255 Auditors' remuneration for audit services (see below) 10,050 16,199 ---------------- ---------------- Amounts payable to Company Auditors and their associates in Respect of both audit and non-audit services 10,050 16,199 ---------------- ---------------- Comprising: * audit services 10,050 10,750 * non-audit services - 2,449 ======== ========= 3. STAFF COSTS 2014 2013 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 1 2 Production 8 19 ------------- ------------ 12 24 ======= ====== EUR EUR The aggregate remuneration comprised: Wages and salaries 157,294 443,456 Social security and taxes 9,749 42,060 --------------- --------------- 167,043 485,516 ======= =========
Directors' emoluments
The value of all elements of remuneration received by each director during the year were as follows:
2014 2014 2014 2014 2013 2013 2013 Salary Fees Share Total Salary Fees Total based payments EUR EUR EUR EUR EUR EUR EUR David Ajemian 9,471 - 11,126 20,597 - - - Cameron Pearce 9,471 - 35,157 44,628 - - - Pedro Matias Maria 16,261 - - 16,261 35,291 - 35,291 Sónia Magalh es - 13,666 - 13,666 - 23,917 23,917 ------------- -------------- -------------- -------------- ------------- -------------- -------------- Total 35,203 13,666 46,283 95,152 35,291 23,917 59208 --------------- ----------------- ----------------- --------------------- ---------------- ---------------- ----------------
The interests of the directors in the issued share capital of the company as at 31 December 2014 were as follows:
2014 2013 No. No. of of No. of warrants No. of warrrants shares Percentage held shares Percentage held EUR % EUR EUR EUR EUR David Ajemian 58,628,054 6.3% 13,888,888 - - - Cameron Pearce 58,628,054 6.3% 43,888,888 - - - --------------------- ----- ------------------- ------------------- ----------------- --------------------- --------
The market price of the company's shares as at 31 December 2014 was 0.095p with a quoted range during the year of 1.075p to 0.095p.
The share option / warrants in which the Directors have an interest is detailed in Note 11.
4. FINANCIAL EXPENSE 2014 2013 EUR EUR Interest payable 8,323 2,904 ======= ======= 5. INCOME TAX EXPENSE 2014 2013 EUR EUR Current tax (6,570) - Deferred tax - - -------------- -------------- (6,570) - ======= ======= Loss before taxation (373,778) (1,648,930) Expected tax credit on loss before tax at 21.25% (2013 - 23.25 %) 79,428 (383,376) Current and deferred tax profit (6,570) - and loss charge -------------- -------------- Difference to be explained (see below) 72,858 (383,376) ======= ======= Expenses not deductible for tax - - purposes Tax payable by foreign subsidiaries (6,570) - Losses carried forward 72,858 383,376 -------------- -------------- - - ======= ======= 6. DIVIDENDS
No dividend has been declared for the year (2013 - nil).
7. PROFIT / (LOSS) PER SHARE 2014 2013 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) (138,540) (2,224,860) Number of shares Weighted average number of ordinary shares for the purposes of basic earnings per share 755,489,166 431,313,342 =========== ===========
The denominator for the purpose of calculating the basic earnings per share has been adjusted to reflect all capital raisings. Due to the losses incurred to date, there is no dilutive effect resulting from the issue of share options and shares to be issued.
8. INVESTMENTS IN SUBSIDIARIES Company 2014 2013 EUR EUR Investments in subsidiaries At 1 January 2014 1 10,589 Additions 128 11,640 Disposals (1) (22,228) -------------- -------------- At 31 December 2014 128 1 -------------- --------------
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 Stallion Greenland Limited UK 100% 100% Dormant
Stallion Greenland Limited was incorporated on 27 June 2014 and is currently dormant. The investment is equal to the issued share capital, being 100 GBP1 Ordinary Shares. All of the former subsidiaries were disposed of as part of the SPA as disclosed in Note 17.
9. TRADE AND OTHER RECEIVABLES 2014 2013 Group Company Group Company EUR EUR EUR EUR Other receivables 11,692 11,564 9,950 9,950 ======== ======== ======== ========
There are no significant credit risks arising from financial assets that are neither past due nor impaired. The directors consider that the carrying amount of trade and other receivables approximates to their fair value.
10. TRADE AND OTHER PAYABLES 2014 2013 Group Company Group Company EUR EUR EUR EUR Trade payables 32,963 32,963 38,585 38,585 Taxes and social security 480 480 - - Other payables 14,063 14,063 21,543 21,543 ----------------- ----------------- ----------------- ----------------- 47,506 47,506 60,128 60,128 ======== ======== ======== ======== Due within one year 47,506 47,506 60,128 60,128 ======== ======== ======== ======== 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 comprised an unsecured loan that was settled as part of the SPA as disclosed in Note 17.
The Directors consider that the carrying amount of trade and other payables approximates their fair value.
11. SHARE CAPITAL Number Nominal of value shares EUR Issued and fully paid - as at 31 December 2014 Ordinary shares of 0.03 pence each 931,313,342 335,564 =========== ======= Issued and fully paid - as at 31 December 2013 Ordinary shares of 0.03 pence each 431,313,342 151,287 =========== =======
500,000,000 new ordinary shares of 0.03 pence each were issued on 9 May 2014 at a price of 0.06 pence each.
The Directors of the Company continue to be limited as to the number of shares they can allot at any time and remain subject to the allotment authority granted by the shareholders pursuant to section 551 of the Companies Act 2006.
The Company has one class of ordinary shares which carry no right to fixed income.
On admission to AIM, the Company granted 46,800,800 warrants exercisable at the subscription price of 1p to the former Directors. A further 12,600,000 warrants were granted to several non-connected parties. The rights of all existing warrant-holders were abrogated on 30 July 2014 and the warrants cancelled.
In October 2012, 6,000,000 warrants were issued to former employees of the Company's subsidiaries. These options have now lapsed.
On 30 July 2014, the Company issued 266,666,662 new warrants, of which 13,888,888 were issued to David Ajemian and 43,888,888 to Cameron Pearce. These warrants may be exercised up to 31 January 2016 at a subscription price of 0.06p each.
At 31 December 2014, the following options and warrants were in issue:
Exercise Price Expiry date Options in issue 31 January Warrants 0.06p 2016 266,666,662 ---------------------- 266,666,662 ========== 12. 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 Carlos Amaro & Associados (6,200) - (C Amaro was a director) ========== ========== 13. DISPOSAL OF SUBSIDIARIES
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 GBP215,499.
All balances relating to the former subsidiaries were written-down in full as at 31 December 2013. Movements on the Statement of Comprehensive Income relating to the former investments are the result of post 31 December 2013 transactions and foreign exchange movements.
The post-tax gain on disposal of discontinued operations was determined as follows:
2014 EUR Cash consideration received 1 Cash disposed of - -------------- Net cash inflow on disposal of discontinued operations 1 ======= Net assets disposed of (other than cash) Trade and other receivables (25,710) Trade and other payables 551,984 -------------- 526,274 Related tax expense - -------------- Gain on disposal of discontinued operations 526,274 =======
Result of discontinued operations:
Revenues - Expenses (other than finance costs) (254,781) Finance costs (6,462) Tax (expense)/credit - Gain from selling discontinued operations after tax 526,274 -------------- Profit for the year 265,031 ======= Earnings per share from discontinued operations: Basic and diluted earnings per share (0,00) ======= Statement of cash flows The statement of cash flows includes the following amounts relating to discontinued operations: 2014 2013 EUR EUR Operating activities 6,462 (389,423) Investing activities - (167,365) Financing activities (6,462) 1,972 -------------- -------------- Net cash from discontinued operations - (554,816) ======= ======= 14. 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 14 Golden Square, London W1F 9JG and from the Company's website www.stallionresources.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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