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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Starvest Plc | LSE:SVE | London | Ordinary Share | GB0009619817 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 11.70 | 9.00 | 20.00 | 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
TIDMSVE
RNS Number : 6656C
Starvest PLC
11 February 2020
11 February 2020
Starvest Plc ("Starvest" or "the Company")
Audited results for the year ended 30 September 2019
Chairman's Statement
I am pleased to present my annual statement to Shareholders for the year ended 30 September 2019 and the nineteenth since the Company was formed in 2000.
Results for the year
The trading environment for natural resources focused companies was subdued through most of the fiscal 2019 period due to a stagnant market largely influenced by global market sentiment and Brexit negotiations. But the latter parts of 2019 saw a marked improvement following UK elections and a jump in the gold price which refocused the attention of investors and we noted improved share prices in many of our investee companies.
Despite the flat trading environment throughout the period to 30 Sept 2019, several investee companies in our portfolio delivered strong exploration and operational results. We achieved an increase of 17% in our Trading Portfolio Value over the 12 months to 30 Sept 2019, and we saw a 25% increase in our Net Asset Value over the same period, along with a 21% increase in our Net Asset Value per Share. The Market Capitalisation of the company grew by 9% in the 12 months to 30 September 2019.
Greatland Gold plc remains one of our best-performing investee stocks for a second year running following its outstanding gold-copper discovery in Australia. The share price of Greatland Gold plc increased approximately 75% in the 12 months to 30 Sept 2019 and has continued its upward trend since. Sustained positive efforts by Ariana Resources at its 50/50 JV Kiziltepe mine continued to meet and often exceed forecasted production and generate revenue. Ariana also achieved good progress at its Salinbas exploration property. Cora Gold returned positive exploration results from its Sanankoro property, expanding the known mineralisation along strike and at depth.
We believe there are many undervalued opportunities available in the natural resource sector and we are actively evaluating new opportunities. Collectively, members of the Board have many years of experience in the natural resources industry and capital markets, and we can benefit by employing our sector knowledge and market experience in sourcing unrecognised opportunities.
Investing policy
The Company's investing policy is reproduced belwo and made available on our website, www.starvest.co.uk. At our December 2017 AGM the shareholders approved a proposal to add Direct Investment in mining projects to our Investing Policy. This allows the Company to take ownership of its own mining projects and utilise these for stock positions in new and existing investee companies. We continue to monitor the markets and may take on projects in the near term.
Trading portfolio valuation
A brief review of the major portfolio companies follows below. Other investee companies are listed on the websites from which further information may be obtained.
Shareholder information
The Company's shares are traded on AIM.
Announcements made to the London Stock Exchange are available from the Company's website, www.starvest.co.uk where historic reports and announcements are also available.
Callum N Baxter
Chairman and Chief Executive
11 February 2020
Investing policy statement
About us
The Board, under the leadership of the previous Chairman, Bruce Rowan, had managed the Company as an investment company since January 2002. Following the appointment as Chairman of Callum Baxter, the Board continues with a similar investment strategy, that is, with a focus on the natural resources sector. Collectively, the current Board has significant experience of investing in small company new issues and pre-IPO opportunities in the natural resources and mineral exploration sectors.
Company objective
The Company was established as a source of early stage finance to fledgling businesses, to maximise the capital value of the Company and to generate benefits for Shareholders in the form of capital growth and modest dividends.
Investing strategy
Natural resources: Whilst the Company has no exclusive commitment to the natural resources sector, the Board sees this sector as having considerable growth potential in the medium term. Historically, investments were generally made immediately prior to an initial public offering on AIM or NEX as well as in the aftermarket. As the nature of the market has changed since 2008, it is more likely that the future investment portfolio will include companies that have completed an IPO but remain in the early stages of identifying or, with the appropriate financial backing, developing a commercial resource.
Direct Project: The Company's investing policy is to hold shares in companies. However, the Company believes there may be opportunities to acquire shares in companies on favourable terms by taking a direct interest in mining projects and using these projects as consideration for shares in such companies; those companies would therefore become Starvest investee companies. The projects will be operated by the investee company; Starvest will not manage any project. Prior to selling any projects to corporate entities, Starvest may therefore have an interest in a number of projects. The addition of the Direct Project strategy to the Company's Investing Policy was approved by shareholders at the Company's AGM held 1st December 2017.
Investment size: Initial investments are usually up to GBP100,000. These companies are invariably not generating cash, but rather they have a constant requirement to raise new equity in order to continue exploration and development. Therefore, after appropriate due diligence, the Company may provide further funding support and make later market purchases, so that the total investment may be greater than GBP100,000.
High risk: The business is inherently high risk and cyclical, dependent upon fluctuations in world economic activity which affects the demand for minerals. However, the Company affords investors the opportunity to participate in diverse early-stage ventures, which the Board believes will offer the potential for significant returns for the foreseeable future.
Lack of liquidity: Shares of investee companies typically lack liquidity, even if they are quoted on AIM, NEX, ASX, or TSX-V. Therefore, in the early years it is rarely possible to sell an investment at the quoted market price so investors must remain patient until the investee company develops and ultimately attracts market interest. If and when an explorer finds a large exploitable resource, it may become the object of a third-party bid, or otherwise become a much larger entity; either way an opportunity to realise cash is expected to follow.
Success rate: Of the 25 to 30 investments held at any one time, it is expected that no more than five will prove to be 'winners'; from half of the remainder we may expect to see modest share price improvements. Overall, the expectation is that in time portfolio returns will be acceptable if not substantial. Accordingly, the Board is unable to give any estimate of the quantum or timing of returns.
Profit distribution: When profits have been realised and adequate cash is available, the Board intends to distribute up to half the profits realised.
Other matters: The Company currently has an investment in Equity Resources Limited, which itself is an investment company.
The Company takes no part in the active management of investee companies, although directors of the Company are, or have been, directors on the boards of several such companies. Callum Baxter, Chairman, is currently an Executive Director of one such company.
Review of trading portfolio
Introduction
During the year to 30 September 2019, the portfolio comprised interests in the companies discussed below, as well as other active companies that are not discussed herein.
Market sentiment remained unchanged during the year to 30 September with a difficult trading environment for exploration and mining stocks prevailing. As a result, there was reduced capital market funding for important field exploration programmes and development work. Despite the adverse setting, several investee companies in our portfolio have weathered the poor market conditions and delivered strong exploration and operational results. Our Trading Portfolio Value has increased by 17% over the past 12 months. We have also seen a 25% increase in our Net Asset Value over the 12-month period to 30 September 2019, and a 21% increase in our Net Asset Value per Share. While the market capitalisation of the company has increased by 9% the equity value's discount to net asset value has increased from 35% to 44% year on year and reflects the difficult market environment for both investment companies and the natural resource sector.
Transactions
During the year the Company did not raise capital through placing and subscription.
The Company took part in two placings of Cora Gold Limited, an exploration company focused on West Africa, and acquired 357,142 and 571,429 additional shares, respectively, bringing the Company's total holding to 0.95% of Cora's issued shares.
Trading portfolio valuation
A continued flat economic climate and decreased investor confidence in the natural resources sector has been reflected in fluctuating share price valuations throughout the year. Despite this difficult environment some of our investee companies have seen gains and our portfolio value has increased by 17% in the 12 months to 30 September 2019 demonstrating the robustness of the portfolio to weather the difficulties in sector sentiment.
Against this background we continue to value our portfolio of investments conservatively and use closing market prices for all valuations. An applied discount is no longer included in the portfolio value or company net asset value.
The Company's Net Asset Value increased during the year to 30 September 2019 to GBP2.25m and the Company made a profit before and after tax of GBP386,850 compared with a loss of GBP316,242 in 2018. In addition, the Company:
-- has no debt other than a bank overdraft facility;
-- continues to believe that it is in a sound position to benefit from any emerging upturn in markets; and
believes that the fundamentals have not changed: the world is becoming more affluent with an increasing number of people expecting consumer items, motor cars, air conditioning, computers and all other tools of 21(st) Century living which all require natural resources in order to both produce and power.
Company statistics
The Company considers the following statistics to be its Key Performance Indicators (KPIs) and is satisfied with the results achieved in the year given the uncertain market conditions.
The Company considers the following statistics to be its Key Performance Indicators (KPIs) and is satisfied with the results achieved in the year given the uncertain market conditions.
Hot Features
Premium
30 September 30 September Change
2019 2018 %
at Closing at Closing
values as values as
adjusted adjusted*
* Trading portfolio value GBP1.92 m GBP1.64 m + 17%
* Company net asset value GBP2.25 m GBP1.80 m + 25%
* Net asset value per share 4.03 p 3.33 p + 21%
* Closing share price 2.25 p 2.15 p + 5%
* Share price discount to net asset value 44% 35% + 26%
* Market capitalisation GBP1.26 m GBP1.16 m + 9%
* Excludes formerly reported applied discount. See announcement of 03 Oct 2018 for original figures and of 02 April 2019 regarding the discontinuation of an applied discount to NAV calculation.
Since the year end values have improved marginally. As at the close of business on 31 December 2019 the Company's Net Asset Value was GBP2.39m.
Review of the current market
The basic resource sector saw continued subdued sentiment throughout 2019. Demand for raw materials continues to fluctuate and is likely to be volatile in the near term.
The gold price increased from a low of US$1,211 per troy ounce in October 2018 to a peak of US$1,520 in August 2019 and has continued to remain buoyant. Other metals such as copper, lead, and zinc have seen overall declines over the year with only nickel showing an increase year on year. Crude oil prices also fell over the period with Brent Crude decreasing from around US$70/bbl to $55/bbl.
Within the current environment, industry majors have continued to focus on returning capital and providing dividends to shareholders rather than putting investment into exploration and development of new mines. Some increase in exploration has been seen in Australia and North America but has yet to be seen in other regions such as Africa or SE Asia.
This lack of investment into exploration and development of world-class mines opens the field to junior explorers and developers to realise value and generate cash flow through increasing interest in the sector, and from majors
in need of replenishing diminishing reserves.
The current market conditions allow for measured, strategic investment in undervalued, early-stage, natural resource projects.
Interests in Gold exploration
Our primary interests in gold exploration companies include the following:
Ariana Resources plc (www.arianaresources.com)
Ariana Resources PLC (Ariana) is a United Kingdom-based company engaged in the exploration, development and mining of epithermal gold-silver and porphyry copper-gold deposits in Turkey.
The company is in a JV on the Kiziltepe mine and has continued to meet and often exceed forecasted production rates. Ariana earned revenue of GBP3.7m from the mine in the year ended December 2018 and GBP3.0m for the six months to June 2019, showing a potential increase in profit for the coming financial year.
Gold production in H1 2019 was forecast to increase by 14% year over year, and the company expects full-year production of 25,000oz. By 30 June 2019 69% of the US$33m cap-ex loan had been repaid and the company is on target to complete repayments by April 2020.
Ariana has been developing its exploration projects. A new operating licence has been obtained for the Salinbas gold project with environmental impact assessments and pre-feasibility studies to commence in Q4 2019. At the Tavsan project the company is nearing completion of an environmental impact assessment and plans further resource definition work
Significant activities since year end: Ariana announced a conditional agreement to acquire 100% of Dogu Akdeniz Mineralleri San. ve Tic. Ltd. ("Dogu"), a subsidiary of KEFI Minerals plc ("KEFI"). Dogu holds a Net Smelter Return ("NSR") on the Kizilcukur Project and a valuable exploration database encompassing the Republic of Turkey. It also continued to release positive drill results from its exploration projects and preliminary figures for gold production are likely to exceed 2019 forecasts.
Cora Gold Limited (www.coragold.com)
Cora Gold has continued to develop its flagship Sanankoro project in Mali during the year, consistently delivery encouraging drill results with in-fill drilling along with step-out drilling testing the known mineralisation of the prospect (approx. 8km in strike length).
The company has cited an exploration target of 30-50mt of gold at an average grade of 1.0-1.3g/t equating to 1-2m oz of gold. Preliminary metallurgical test work results showed up to 97% gold recovery by cyanide leach processes. More recent drilling has not only expanded the Sanonkoro known mineralisation along strike but also extended it at depth, to up to 170m, with gold sulphide mineralisation present.
The company expects to release a resource figure for a limited portion of the Sanankoro project in Q4 2019, limiting the calculations to the weathered oxide material found from surface to 100m depth only. A scoping study is also due to be completed before the year end.
Several placings during the year leave the company well-funded to carry out further drilling and develop the project in 2020.
Significant activities since year end: Cora Gold released a maiden resource encompassing only part of the Sanankoro project as well as a scoping study which reports an IRR of 84%, low capex costs and a robust all-in sustaining cost of approx. $950/oz.
Greatland Gold plc (www.greatlandgold.com)
The AIM-listed exploration company holds 100% of six exploration areas in Western Australia and Tasmania. Greatland Gold's most significant development during the year was a US$65m deal with Newcrest Mining Limited over its Havieron prospect. Under the agreement, Newcrest has established a Farm-In with Greatland on the Havieron Gold-Copper project, whereby through a series of staged investments, Newcrest may acquire up to 70% of the joint venture for expenditure of US$65m (GBPGBP50m) over a six-year period.
Newcrest have established a large camp on site to support the multiple drill rigs currently in operation, with an intention to expand this in the near future. Drill results to date show an extension to known mineralisation in the zone both to the north and west as well as at depth. The limits of mineralisation remain open and we will be watching this project development with interest.
Elsewhere in the Paterson region Greatland has continued exploration on other parts of its Havieron licences with IP and soil sampling as well as early stage drilling on its Black Hills licence and geophysics modelling on the Paterson Range East licence.
Greatland Gold continued to advance its exploration target at Firetower in Tasmania with a 15-hole drill programme designed to test a 1km long IP anomaly with a chargeability signature which has been shown to be coincident with mineralisation in older drill holes. Results released to date from the first six holes are very encouraging with grades of 1g/t from or near surface. We await with interest results from the remaining drill holes.
Greatland Gold also carried out field exploration its Panorama licence in the Pilbara. Here gold nuggets were found which extended a known mineralised zone to over 6km in length which appears to run along strike from known historic mineralisation and mines further north.
Significant activities since year end: Greatland Gold has continued to release drill results from its Firetower project with encouraging gold mineralisation reported along with outstanding gold-copper drill intercepts from its Newcrest operated Havieron project showing an expanding footprint and increased depth of mineralisation.
Kefi Minerals plc (www.kefi-minerals.com)
Kefi Minerals is an exploration and development company focused on gold and copper deposits in the Arabian-Nubian Shield. Its main projects are Tulu Kapi in Ethiopia and the Jibal Qutman project in Saudi Arabia.
Kefi have progressed with project development on their Tulu Kapi Gold Project in Ethiopia and received Prime Ministerial go-ahead in March 2019.
Project financing now comprises a consortium of Kefi, the government of Ethiopia, project contractors Lycopodium and Ausdrill, ANS Mining Share Company and proposed infrastructure financiers, with an overall cost of US$242m, excluding the US$60m invested through year-end 2018 and US$50m of mining equipment being supplied by the mining contractors.
Community resettlement was undertaken and construction contracts commenced for off-site infrastructure roads and power. The 24-month mine development is scheduled to begin in October 2019 with full production expected in 2021.
The company is also progressing with work on the Hawiah copper-gold exploration licence in Saudi Arabia. Kefi entered into a JV with Gold and Minerals Ltd in June 2019, with Kefi maintaining operational control and carrying out satellite multi-spectral and ground geophysics, which was used to plan scout drilling which commenced at the end of September 2019.
Interests in energy
We own positions in two companies in the energy sector, Alba Mineral Resources and Oracle Power.:
Alba Mineral Resources plc (www.albamineralresources.com)
Alba Mineral Resources is a diversified mineral exploration company focused on oil and gas, gold and base metals with holdings in Greenland (heavy minerals and copper), the UK (oil and gas, gold) and Ireland (base metals).
The Company's UK oil and gas interests focus on the Horse Hill-1 project where Alba hold approximately a 10% stake in the HHDL consortium developing the project. HHDL have submitted planning and environmental applications to allow for a seven-well permanent production development. Extended well tests continued during the year and oil production reached 60,000 barrels in August.
The Clogau Gold Mine, in which Alba hold a 90% stake, has had significant exploration work done on the historic mine area and surrounding areas, with ten significant anomalies identified away from the major mine and gold mineralisation confirmed across approximately 9km of strike extent in the Dolgellau Gold Belt. Potential extension of the former mine has also been identified.
Alba reported a maiden JORC compliant inferred resource of 19m tonnes at 43.6% total heavy metals, with an in-situ ilmenite grade of 8.9% and a contained ilmenite of 1.7m tonnes at its Greenland Thule Black Sands project. The project lies in a strategic position with Bluejay Mining in an agreement with Rio Tinto further along the same black sands coastline.
The Company raised over GBP1.29m (before expenses) during the year and are funded to continue exploration work on the projects under their operation.
Oracle Power plc (www.oraclepower.co.uk)
Naheed Memon became CEO in July 2019 when Shahrukh Khan stepped down. Ms Naheed is based primarily in Pakistan, a move that we hope will speed up progress with the mine and power plant. However, the company are still awaiting completion of due diligence by the Chinese investment partners.
Oracle signed an MOU with Beijing Jingneng Power Company and PowerChina International Group in December 2018. With assistance from these partners, the company plans to develop the mine in a single phase of 8 million tonnes a year, instead of the previous two-phased development, reduced the required cap-ex. The company intends to develop the power plant as a single-phase, 2.660MW unit with applications submitted to this end. Any required review of feasibility work relating to the restructuring of the plans is underway, as are updates to environmental and social impact assessments.
In order to sustain administration and running costs Oracle entered into a loan facility with Bandon Hill Capital for up to GBP200,000. The company also raised GBP500,000 in March and again in August 2019 through placings.
Significant activities since year end: Oracle announced it has entered into a Joint Development Agreement with the Private Office of H.H. Sheikh Ahmed Dalmook Juma Al Maktoum China National Coal Development Company Limited a subsidiary of China National Coal Group Corporation
Salt Lake Potash Limited (www.saltlakepotash.com.au)
Salt Lake Potash is the owner of the Goldfields Salt Lakes Project (GSLP), which comprises nine large salt lakes in the Northern Goldfields Region of Western Australia. The company's aim is to develop the first salt-lake brine Sulphate of Potash (SOP) operation in Australia.
During the year Salt Lake Potash completed a scoping study for the commercial scale 200,000pa SOP development at Lake Way, with positive results for low cap-ex and op-ex together with a sustainable mine/operating life. A bankable feasibility study is due to be realised in late 2019.
The company completed construction of the first evaporation pond at Lake Way in June 2019 and is gathering data on methodology and costs to complete a feasibility study.
Salt Lake also completed a deal for access to process water and power rights in the Lake Way tenement area, considerably de-risking the project and finance costs.
During the year the company secured US$150m debt financing from Taurus. They have a US$30m stage 1 debt to fast-track early construction and have secured a further AUS$28 from three strategic investors.
The company plans to initially develop their Lake Way project with a further eight large potassium rich salt lakes licenced to them which could allow for significant scaling up of production.
Post Year End
A bankable feasibility study returned positive results with estimated post-tax NPV8 of AUS$479m and 28% IRR. Low development and operating costs will allow for a strong cash flow and early payback period of 3.5 years, based on a sales price of US$550/t. The study shows a 20-year mine life is probable with an estimated 245,000t pa premium grade SOP with approx. 42,000t pa KCl.
Sunrise Resources plc (www.sunriseresourcesplc.com)
Sunrise Resources holds ground in Nevada (USA) and Australia with commodities ranging from precious and base metals as well as industrial minerals. Its main focus is developing pozzolan-perlite deposits while looking to JV its other tenements.
The company is currently focusing on the development of its 100% owned CS Pozzolan-Perlite project in Nevada USA. Sunrise had targeted first production in the first half of 2019 but permitting delays had slowed this timeline. Sunrise has continued to progress development of its pozzolan-perlite project in Nevada with operation and reclamation permit applications along with emissions inventory submission. The updated target for permitting completion is Q4 2019.
Its JV with VR Resources on the copper-silver-gold project in Nevada is also advancing with plans for drilling on the porphyry system.
Other investments
The remaining non-core investments are available for sale when the conditions are deemed to be right. These include Marechale Capital plc (www.marechalecapital.com), and Block Energy plc (www.blockenergy.co.uk). In addition, there are a number of failed or almost failed ventures to which we attribute no value, although we always hope and seek to crystallise value where possible.
Strategic report
Principal activities and business review
Since Bruce Rowan was appointed Chief Executive on 31 January 2002, the Company's principal trading activity was the use of his expertise to identify and, where appropriate, support small company new issues, pre-IPO and on-going fundraising opportunities with a view to realising profit from disposals as the businesses mature in the medium term. The directors expect this to continue under the leadership of Callum Baxter, appointed Chief Executive in September 2015.
The Company's investing policy is stated above.
The Company's key performance indicators and developments during the year are given in the Chairman's statement and in the trading portfolio review, all of which form part of the Directors' & Strategic reports.
Finance Review
Over the past 12 months the Company recorded a profit before and after tax of GBP386,850, equating to a profit of 0.70 pence per share with net cash outflow for the year of GBP93,682. This compares to a loss of GBP316,242 in the previous year that equated to a basic loss of 0.60 pence per share. The Company's cash deposits stood at GBP60,167 at the period end.
Key risks and uncertainties
This business carries with it a high level of risk and uncertainty, although the rewards can be outstanding. The risk arises from the very nature of early-stage mineral exploration where there can be no certainty of outcome. In addition, often there is a lack of liquidity in the Company's trading portfolio, even for securities quoted on AIM or NEX, such that the Company may have difficulty in realising the full value in a forced sale. Accordingly, a commitment is only made after thorough research into both the management and the business of the target, both of which are closely monitored thereafter. Furthermore, the Company limits the amount of each commitment, both as to the absolute amount and percentage of the target company.
Statement of directors' responsibilities
Directors' responsibilities for the financial statements
The Directors are responsible for preparing the Directors' report, the Strategic report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company for that period. In preparing those financial statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently; -- make judgments and estimates that are reasonable and prudent;
-- state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors confirm that so far as each of the Directors is aware:
-- there is no relevant audit information of which the Company's auditor is unaware; and
-- the Directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Corporate governance statement
The board of Starvest plc are committed to the principles of good corporate governance and believe in the importance and value of robust corporate governance and in our accountability to our shareholders and stakeholders.
The AIM Rules for companies require AIM companies to apply a recognised corporate governance code. Starvest has chosen to adhere to the Quoted Company Alliance's Corporate Governance Code for Small and Mid-Size Quoted Companies (the "QCA Code").
The Chairman's Statement on Corporate Governance, which is included in the Annual Report and which is also available on the website, provides more details on how the board itself operates as well as the steps taken to ensure that its staff adhere to principles such as compliance with the UK anti-bribery legislation.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 SEPTEMBER 2019
Year ended
Year ended 30 30 September
Note September 2019 2018
GBP GBP
Revenue 287,655 -
Cost of sales (234,442) -
--------------- -------------
Gross profit 53,213 -
Administrative expenses (251,225) (250,147)
Amounts written off against trade
investments 11 (383,612) (686,932)
Amounts written back against trade
investments 11 968,387 615,008
--------------- -------------
Operating profit/(loss) 5 386,763 (322,071)
Interest receivable 6 87 5,829
Profit/(loss) on ordinary activities
before tax 386,850 (316,242)
Tax on profit/(loss) on ordinary
activities 8 - -
Profit/(loss) for the financial
year attributable to
Equity holders of the Company 386,850 (316,242)
=============== =============
Earnings/(loss) per ordinary share
Basic 9 0.70 pence (0.60) pence
Diluted 9 0.70 pence (0.51) pence
There are no other recognised gains and losses in either year other than the result for the year.
All operations are continuing.
STATEMENT OF FINANCIAL POSITION
30 SEPTEMBER 2019
Year ended Year ended
30 September 30 September
Note 2019 2018
GBP GBP
Current assets
Trade and other receivables 10 114,537 55,992
Trade investments 11 1,916,398 1,498,059
Cash and cash equivalents 60,167 153,849
------------- -------------
Total current assets 2,091,102 1,707,900
------------- -------------
Current liabilities
Trade and other payables 12 (66,003) (119,401)
Total current liabilities (66,003) (119,401)
------------- -------------
Net current assets 2,025,099 1,588,499
============= =============
Capital and reserves
Called up share capital 13 559,279 539,649
Share premium account 1,686,829 1,654,209
Retained earnings (221,009) (607,859)
Equity reserve - 2,500
------------- -------------
Total equity shareholders' funds 2,025,099 1,588,499
============= =============
These financial statements were approved and authorised for issue by the Board of Directors on 11 February 2020.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 SEPTEMBER 2019
Equity reserve Total Equity attributable
Share capital Share premium Retained earnings to shareholders
GBP GBP GBP GBP GBP
At 1 October 2017 528,982 1,640,876 2,500 (291,617) 1,880,741
============= ============= ============== ================= =========================
(Loss) for the period - - - (316,242) (316,242)
Total recognised income
and expenses for the
period - - - (316,242) (316,242)
------------- ------------- -------------- ----------------- -------------------------
Shares issued 10,667 13,333 - - 24,000
Cost of issue - - - - -
Equity component of - - - - -
convertible loan
------------- ------------- -------------- ----------------- -------------------------
Total contributions by and
distributions to owners 10,667 13,333 - - 24,000
At 30 September 2018 539,649 1,654,209 2,500 (607,859) 1,588,499
------------- ------------- -------------- ----------------- -------------------------
Profit for the period - - - 386,850 386,850
Total recognised income
and expenses for the
period - - - 386,850 386,850
------------- ------------- -------------- ----------------- -------------------------
Shares issued 19,630 32,620 - - 52,250
Cost of issue - - - - -
Equity component of
convertible loan - - (2,500) - (2,500)
------------- ------------- -------------- ----------------- -------------------------
Total contributions by and
distributions to owners 19,630 32,620 - - 49,750
At 30 September 2019 559,279 1,686,829 - (221,009) 2,025,099
------------- ------------- -------------- ----------------- -------------------------
STATEMENT OF CASH FLOWS
FOR THE YEARED 30 SEPTEMBER 2019
Note 30 September 30 September
2019 2018
GBP GBP
Cash flows from operating activities
Operating profit/(loss) 386,763 (322,071)
Net interest receivable 87 5,829
Share based payment charge 52,250 24,000
Reversal of bad debt provision (20,000) -
(Increase) in debtors (58,545) (26,403)
(Decrease)/increase in creditors (5,897) 17,788
Net cash generated/(used) in operating activities 354,658 (300,857)
------------ ------------
Cash flows from investing activities
Purchase of current asset investments 11 (47,000) (50,000)
Sale of current asset investments 286,648 -
Profit on sale of current asset investments (53,213) -
Increase in investment provisions 383,612 686,932
Decrease in investment provisions (968,387) (615,008)
Net cash (used)/generated in investing activities (398,340) 21,924
------------ ------------
Cash flows from financing activities
Proceeds from issue of shares - -
Transaction costs of issue of shares - -
Loan repayment (50,000) -
Net cash flows from financing activities (50,000) -
------------ ------------
Net (decrease)/increase in cash and cash equivalents (93,683) (278,933)
Cash and cash equivalents at beginning of period 153,849 432,782
Cash and cash equivalents at end of year 15 60,167 153,849
============ ============
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 SEPTEMBER 2019
1. Company Information
Starvest plc is a Public Limited Company incorporated in England & Wales. The registered office is Salisbury House, London Wall, London, EC2M 5PS. The Company's shares are listed on the AIM market of the London Stock Exchange. These Financial Statements (the "Financial Statements") have been prepared and approved by the Directors on 11 February 2020 and signed on their behalf by Callum Baxter and Gemma Cryan.
2. Basis of Preparation
These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS102'), and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis. There are no fair value adjustments other than to the carrying value of the Company's trade investments.
Going concern
The Company's day to day financing is from its available cash resources or via a bank overdraft and, on occasion, by the use of short-term loans. The continuation of the Company's formal overdraft facility was last confirmed by the bank in early 2019.
Whilst the Directors fully expect a sufficient overdraft facility to remain in place for the foreseeable future, they are confident that adequate funding can be raised as required to meet the Company's current and future liabilities without resorting to this facility, which has been confirmed within the cash flow forecast prepared by the Board for the 12 months ending 28 February 2021. In the very unlikely event that such finance could not be raised, the Directors could raise sufficient funds by disposal of certain of its current asset trade investments.
To assist the Company with its financing obligations, a shareholder provided a loan of GBP100,000. In January 2017, GBP50,000 of this loan was satisfied by the issue of 2,500,000 new Ordinary shares and the remaining balance of GBP50,000 was repaid in full in December 2018. As at 30 September 2019, the Company has no Borrowings.
For the reasons outlined above, the Directors are satisfied that the Company will be able to meet its current and future liabilities, and continue trading, for the foreseeable future and, in any event, for a period of not less than twelve months from the date of approving the financial statements. The preparation of the financial statements on a going concern basis is therefore considered to remain appropriate.
3. Principal Accounting Policies
Revenue
Revenue represents amounts receivable for trade investment sales. Revenue is recognised on the date of sale contract.
Cost of sales
Direct costs include the book cost of investments sold during the year.
Administrative expenses
All administrative expenses are stated inclusive of VAT, where applicable, as the company is not eligible to reclaim VAT incurred on its costs.
Taxation
Corporation tax payable is provided on taxable profits at the current rates enacted or substantially enacted at the balance sheet date.
3. Principal Accounting Policies, continued
Deferred tax
Deferred tax is provided on an undiscounted full provision basis on all timing differences which have arisen but not reversed at the balance sheet date using rates of tax enacted or substantively enacted at the balance sheet date.
Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits, and are recognised within debtors. The deferred tax assets and liabilities all relate to the same legal entity and being due to or from the same tax authority are offset on the balance sheet.
Trade Investments
Current asset trade investments are stated at the lower of cost and net realisable value. Net realisable value is the lower of bid price and Directors' valuation. The lower Directors' valuation is applied where the Company's interest in the investee company amounts to typically 3% or more of the investee Company's issued share capital or more than 7% of the investment portfolio or where there are factors of which the Directors are aware which call for some further adjustment. At 30 September 2019, these provisions totalled GBP189,000 (2018: GBP142,000).
Investments in unlisted company shares, are remeasured to available market values, or directors' valuations at each balance sheet date. Gains and losses on remeasurement are recognised in the income statement for the period.
Investments in listed company shares, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the income statement for the period.
Financial instruments:
Trade and other receivables
Trade and other receivables are not interest bearing and are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and deposits held at call with banks.
Trade and other payables
Trade and other payables are not interest bearing and are recognised initially at fair value and subsequently measured at amortised cost.
Convertible debt
The proceeds received on issue of the convertible debt are allocated into their liability and equity components and presented separately in the balance sheet. The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.
The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently re-measured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.
Financial liabilities
All financial liabilities are recognised initially at fair value and are subsequently measured at amortised cost. There are no financial liabilities classified as being at fair value through the income statement.
Share capital
The Company's ordinary shares are classified as equity.
3. Principal Accounting Policies, continued
Treasury shares
Where the Company acquired its own shares ('treasury shares') these are deducted from retained profits. No profit or loss is recognised on purchase or subsequent sale of treasury shares. On cancellation of treasury shares, the original purchase costs are deducted from share capital and profit and loss account by a reserve transfer within equity.
The share premium account
Represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
4. Turnover and Segmental Analysis
Turnover
Turnover represents the sales of trade investments on recognised listed stock exchanges. Turnover for the year to 30 September 2019 was GBP287,655 (2018: GBPnil).
Segmental information
An operating segment is a distinguishable component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company's chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available.
The Company is to continue to operate as a single UK based segment with a single primary activity to invest in businesses so as to generate a return for the shareholders. No segmental analysis has been disclosed as the Company has no other operating segments. The Directors will review the segmental analysis on a regular basis and update accordingly.
The Company has not generated any revenues from external customers during the period.
5. Operating Profit
Year ended Year ended
30 September 30 September
2019 2018
GBP GBP
This is stated after charging:
Reversal of bad debt provision (20,000) -
Auditor's remuneration:
- audit services 14,400 14,400
- other services - -
Director's emoluments - note 7 141,738 137,035
============= =============
6. Interest receivable
Year ended Year ended
30 September 30 September
2019 2018
GBP GBP
---------------------------------------- ------------- --------------------
Bank interest receivable 87 329
Interest on short term loans to related
parties - 5,500
87 5,829
---------------------------------------- ------------- --------------------
7. Directors' Emoluments
There were no employees during the period apart from the directors. No directors had benefits accruing under money purchase pension schemes.
Shares
issued
Amounts in lieu
paid to of fees
Pension third parties - see
Year ended 30 September Fees GBP - see note note Total
2019 GBP GBP GBP GBP
------------------------ ------ ---------- --------------- -------- -------
C Baxter 4,000 - 29,000 47,000 80,000
G Cryan 30,000 238 7,500 2,500 40,238
ACR Scutt (resigned
12 March 2019) 6,000 - - - 6,000
M Badros (appointed
21 December 2018) 12,750 - - 2,750 15,500
------------------------ ------ ---------- --------------- -------- -------
52,750 238 36,500 52,250 141,738
------------------------ ------ ---------- --------------- -------- -------
Shares
issued
Amounts in lieu
Pension paid to of fees
GBP third parties - see
Year ended 30 September Fees - see note note Total
2018 GBP GBP GBP GBP
------------------------ ------ ---------- --------------- -------- -------
C Baxter 4,000 - 57,000 19,000 80,000
J Watkins (resigned
8 May 2018) 6,044 - 6,044 - 12,088
G Cryan 20,000 200 15,000 5,000 40,200
ACR Scutt (appointed
8 May 2018) 4,747 - - - 4,747
------------------------ ------ ---------- --------------- -------- -------
34,791 200 78,044 24,000 137,035
------------------------ ------ ---------- --------------- -------- -------
Amounts paid to third parties and shares issued in lieu of fees
Included in the above are the following amounts paid to third parties:
-- In respect of the management services of Callum Baxter, GBP76,000 (2018: GBP76,000) is payable to Baxter Geological, a company of which he is a director and shareholder. Of this amount, GBP47,000 was settled in shares in the Company. At 30 September 2019, GBP38,000 (2018: GBP19,000) was outstanding.
-- In respect of the professional services of Gemma Cryan, GBP10,000 (2018: GBP20,000) was payable to her personal business. Of this amount GBP2,500 was settled in shares in the Company. At 30 September 2019 GBP3,654 of her net salary remained outstanding (2018 GBP5,000 fees).
-- In respect of the professional services of Mark Badros, GBP15,500 (2018: GBPnil) is payable to Timberlake Capital Management, a company of which he is a director and shareholder. Of this amount, GBP2,750 was settled in shares in the Company. At 30 September 2019, GBP5,000 (2018: GBPnil) was outstanding.
8. Income Taxes
a) Analysis of charge in the period
Year ended Year ended
30 September 30 September
2019 2018
GBP GBP
United Kingdom corporation tax at 19%
(2018: 19%) - -
Deferred taxation - -
- -
============== ==============
b) Factors affecting tax charge for the period
The tax assessed on the loss on ordinary activities for the year differs from the standard rate of corporation tax in the UK of 19% (2018: 19%). The differences are explained below:
Year ended Year ended
30 September 30 September
2019 2018
GBP GBP
Profit/(loss) on ordinary activities
before tax 386,850 (316,242)
============= =============
Profit/(loss) multiplied by standard
rate of tax 73,502 (60,086)
Effects of:
Utilised against carried forward losses (73,502) -
Losses carried forward not recognised
as deferred tax assets - 60,086
- -
============= =============
9. Earnings/(loss) Per Share
The basic earnings per share is derived by dividing the profit for the year attributable to ordinary shareholders by the weighted average number of shares in issue.
Year ended Year ended
30 September 30 September
2019 2018
GBP GBP
-------------------------------------------- ------------- -------------
Profit/(loss) for the year 386,850 (316,242)
-------------------------------------------- ------------- -------------
Weighted average number of Ordinary shares
of GBP0.01 in issue 55,057,197 53,012,136
Profit/(loss) per share - basic 0.70 pence (0.60) pence
-------------------------------------------- ------------- -------------
Warrants in issue - 8,500,000
Weighted average number of Diluted Ordinary
shares of GBP0.01 in issue 55,057,197 61,512,136
Profit/(loss) per share - diluted 0.70 pence (0.51) pence
-------------------------------------------- ------------- -------------
10. Trade and Other Receivables
Year ended Year ended
30 September 30 September
2019 2018
GBP GBP
------------------------------------ ------------- --------------------
Prepayments 26,030 55,992
Funds held on account 88,507 -
Short term loans to related parties - -
114,537 55,992
------------------------------------ ------------- --------------------
Short term loans to related parties
-- At 30 September 2019 loans to Equity Resources ltd ("EQR") totalling GBP20,000 remain unpaid. The purpose of the loans was to assist EQR meet its necessary operational costs during a period when it seemed inappropriate that EQR should realise cash from its investments. The advances were approved at 0% interest with no formal agreement as to repayment date. The Company holds 28.41% of the equity in EQR. However, the Company has made a full provision for these loans, totalling GBP20,000.
-- At 30 September 2019, the loans and interest totalling GBP44,653 advanced to Block Energy plc ("BEP") (formerly Goldcrest Resources plc ("GCRP")) was settled in full by way of an agreement signed on 28(th) February 2019 to issue 500,000 shares in Block Energy plc at 0.04 pence per share to the Company for a total sum of GBP20,000.These shares were sold during the year for net proceeds of GBP30,533.
11. Current Trade Investments
30 September 30 September
2019 2018
GBP GBP
--------------------------------------------------- ------------ ------------
Cost
At 30 September 2018 & 2017 5,572,574 5,522,574
Additions at cost 67,000 50,000
Disposals (233,436) -
At 30 September 2019 & 2018 5,406,138 5,572,574
--------------------------------------------------- ------------ ------------
Market value movement & provisions
At 30 September 2018 & 2017 4,074,515 4,002,591
Released during the year (968,387) (615,008)
Provided during the year 383,612 686,932
At 30 September 2019 & 2018 3,489,740 4,074,515
--------------------------------------------------- ------------ ------------
Fair value amount
At 30 September 2019 & 2018 1,916,398 1,498,059
--------------------------------------------------- ------------ ------------
The fair value carrying values of the investments
above were as follows:
Quoted on AIM 1,916,275 1,373,783
Quoted on NEX - 7,366
Quoted on foreign stock exchanges 123 367
Unquoted at Directors' valuation - 116,543
1,916,398 1,498,059
--------------------------------------------------- ------------ ------------
The Company has holdings in the companies described in the review of portfolio on above. Of these, the Company has holdings amounting to 20% or more of the issued share capital of the following companies:
Capital
and reserves
Loss for at last
Class Percentage the last balance
Country of shares of issued financial sheet Accounting
Name of incorporation held capital year date year end
Equity Resources
Limited -
see note England 31 May
[1] & Wales Ordinary 28.41% (GBP2,224) (GBP34,047) 2018
Note [1]: Equity Resources Limited is considered to be an associated undertaking. Equity accounting has not been used as Equity Resources Limited has a written down value of GBPnil.
The Company's share of the gross assets of its Associates at 30 September 2019 is GBP2,521. The share of gross assets has been derived from the latest available financial information in respect of the Associates. The company's share of the items making up the profit and loss account and cash flow statements of its Associates has not been disclosed as the numbers are not considered material.
12. Trade and Other Payables: Amounts falling due within one year
30 September 30 September
2019 2018
GBP GBP
----------------- ------------ ------------
Trade creditors 20,348 20,791
Accruals 40,893 42,317
Employment costs 4,762 8,793
Loans - 47,500
----------------- ------------ ------------
66,003 119,401
----------------- ------------ ------------
In September 2015, the Company received a loan of GBP100,000 from a shareholder repayable in 12 months with an interest rate of 0% and with a conversion option at 3 pence per share. On 5 January 2017, GBP50,000 of the loan was satisfied by the issue of 2,500,000 new Ordinary shares at a price of 2 pence per share. In September 2017 the Company agreed with Mr Rowan to extend the existing loan term to 1 November 2
13. Share Capital
The Called up share capital of the Company was as follows:
Called up, allotted, issued and fully
paid
Number of Shares GBP
--------------------------------------- ---------------- --------
As at 30 September 2017 52,898,163 528,982
--------------------------------------- ---------------- --------
Issued 22 August 2018 in lieu of fees 1,066,666 10,667
As at 30 September 2018 53,964,829 539,649
--------------------------------------- ---------------- --------
Issued 22 January 2019 in lieu of fees 1,327,869 13,279
Issued 19 June 2019 in lieu of fees 635,134 6,351
--------------------------------------- ---------------- --------
As at 30 September 2019 55,927,832 559,279
--------------------------------------- ---------------- --------
Share Warrants
On 11 May 2017, as part of the Placing, the Company issued 8,500,000 warrants to subscribe for new Ordinary Shares in Starvest at an exercise price of 4.0p per warrant, within a 24 month exercise period. On 11 May 2019 these warrants expired unexercised.
14. Share options
The Company's share option scheme, established on 14 February 2005, expired on 31 January 2015. During the year ended 30 September 2019 no new options were granted.
15. Cash and Cash Equivalents
Year ended Year ended
30 September Cash flow 30 September
2018 GBP 2019
GBP GBP
------------------------------ ------------- ------------ -------------
Cash at bank 153,849 (93,682) 60,167
------------------------------ ------------- ------------ -------------
Net cash and cash equivalents 153,849 (93,682) 60,167
------------------------------ ------------- ------------ -------------
16. Capital Commitments
As at 30 September 2019 and 30 September 2018, the Company had no commitments other than for expenses incurred in the normal course of business.
17. Contingent Liabilities
There were no contingent liabilities at 30 September 2019 (2018: GBPnil).
18. Related Party Transactions
There were no related party transactions during the year other than those disclosed in notes 7 and 10.
The key management of the Company are considered to be the Directors, the compensation for whom was GBP141,738 (2018: GBP137,035).
19. Financial Instruments
The Company's financial instruments comprise investments, cash at bank and various items such as other debtors, loans and creditors. The Company has not entered into derivative transactions nor does it trade financial instruments as a matter of policy.
Credit Risk
The Company's credit risk arises primarily from short term loans to related parties and the risk the counterparty fails to discharge its obligations. At 30 September 2019 there were no loans outstanding (2018: GBP64,653).
Liquidity Risk
Liquidity risk arises from the management of cash funds and working capital. The risk is that the Company will fail to meet its financial obligations as they fall due. The Company operates within the constraints of available funds and cash flow projections are produced and regularly reviewed by management.
Interest rate risk profile of financial assets
The only financial assets (other than short term debtors) are cash at bank and in hand, which comprises money at call. The interest earned in the year was negligible. The directors believe the fair value of the financial instruments is not materially different to the book value.
Foreign currency risk
The Company has no material exposure to foreign currency fluctuations.
Market risk
The Company is exposed to market risk in that the value of its investments would be expected to vary depending on trading activity of its shares.
Categories of financial instruments
Year ended 30 September Year ended 30 September
2019 2018
GBP GBP
Financial assets
Trade investments 1,916,398 1,498,059
Loans and receivables 114,537 55,992
2,030,935 1,554,051
======================= =======================
Financial liabilities
Loans and payables 66,003 119,401
66,003 119,401
======================= =======================
20. Capital Management
The Company's objective when managing capital is to safeguard the entity's ability to continue as a going concern and develop its investment activities to provide returns for shareholders. The Company's funding comprises equity and debt. The directors consider the Company's capital and reserves to be capital. When considering the future capital requirements of the Company and the potential to fund specific investment activities, the directors consider the risk characteristics of all of the underlying assets in assessing the optimal capital structure.
21. Events After the End of the Reporting Period
There are no events after the end of the reporting period to disclose.
22. Ultimate controlling party
There is no ultimate controlling party.
Copies of the annual report and financial statements are being posted to Shareholders shortly and will be available for a period of one month thereafter from the Company's registered office: Salisbury House, London Wall, London EC2M 5PS or by email at info@starvest.co.uk
Alternatively, from 11(th) February 2020 the report may be downloaded from the Company's website at www.starvest.co.uk
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon publication of this announcement, this inside information is now considered to be in the public domain.
Enquiries to:
Starvest PLC
Callum Baxter Chairman/CEO 07922 255 933 cbaxter@starvest.co.uk
Grant Thornton UK LLP (Nomad)
Colin Aaronson,Harrison Clarke and Seamus Fricker 02073 835 100
SI Capital Ltd (Broker)
Nick Emerson and Alan Gunn 01483 413 500
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
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