|
3. TAXATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company is subject to income tax at a rate of 0%. The Company is registered as an International Services Entity under the Goods and Services Tax (Jersey) Law 2007 and a fee of £200 has been paid, which has been included in administrative expenses. |
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4. EARNINGS PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The calculation of basic earnings per ordinary share is based on the comprehensive loss for the year of £(205,606) (2013: (£755,091)). The weighted average number of shares in issue during the year was 9,830,300 (2013: 9,780,985). As explained in note 10 there are share options in issue over the Company's ordinary shares. The options would decrease the basic loss per share and as a result there is no dilution effect on the earnings per share, therefore the diluted loss per share is the same as the basic loss per share. |
|
|
|
|
|
|
|
|
|
|
|
|
|
5. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS |
|
|
|
|
2014 |
|
2013 |
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Desire Petroleum plc ("Desire") |
|
|
- |
|
237,600 |
|
Sterling Energy plc ("Sterling") |
|
|
148,150 |
|
176,250 |
|
Argos Resources Ltd ("Argos") |
|
|
135,000 |
|
188,800 |
|
Falkland Oil & Gas Ltd ("Falkland") |
|
|
361,650 |
|
53,000 |
|
Pancontinental Oil & Gas NL ("Pancontinental") |
|
38,088 |
|
90,525 |
|
Total investments |
|
|
682,888 |
|
746,175 |
|
|
|
|
|
|
|
|
|
|
|
On 5 December 2013 Falkland acquired a 100% stake in Desire for a consideration of £56.26 million The acquisition was funded entirely by a share exchange. Shares held in Desire were exchanged for shares in Falkland at a rate of 1:0.6233. 1,246,600 ordinary shares were issued to the Company in exchange for 2,000,000 shares previously held by the Company in Desire. On 30 June 2014 the market value of the Company's holding of 1,446,600 (2013:200,000) ordinary fully paid shares in Falkland representing 0.27% (2013:0.06%) of the issued share capital was £361,650 (2013: £53,000) (25.00p per share, (2013:26.50p)). On 30 June 2014 the market value of the Company's holding of 500,000 (2013:500,000) ordinary fully paid shares in Sterling representing 0.23% (2013:0.23%) of the issued share capital of the Company was £148,150 (2013:176,250) (29.63p per share, (2013:35.25p per share)). No shares were disposed in the current or prior year. On 30 June 2014 the market value of the Company's holding of 1,000,000 (2013:1,000,000) ordinary fully paid shares in Argos, representing 0.46% (2013:0.46%) of the issued share capital of the company was £135,000 (2013:£188,800) (13.50p per share, (2013:18.88p per share)). No shares were disposed in the current or prior year. |
|
|
|
|
|
|
|
|
|
|
|
On 30 June 2014 the market value of the Company's holding of 3,000,000 (2013:3,000,000) ordinary fully paid shares in Pancontinental, representing 0.26% (2013:0.26%) of the issued share capital of the company was £38,088 (2013:£90,525) (1.27p per share, (2013:3.02p per share)). No shares were disposed in the current or prior year. |
|
6. OTHER RECEIVABLES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
2013 |
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
7,607 |
|
7,642 |
|
7. CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
2013 |
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Cash at bank |
|
|
|
|
|
76,866 |
|
226,565 |
|
|
|
Cash and cash equivalents are considered to be highly liquid, so that book cost is considered equivalent to fair value. |
|
|
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2014 |
|
|
|
|
|
|
|
|
8. TRADE AND OTHER PAYABLES |
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
2013 |
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Amounts due to shareholders from returns of capital |
|
34,782 |
|
65,319 |
|
Accrued expenses |
|
|
|
|
|
23,049 |
|
24,602 |
|
|
|
|
|
|
|
57,831 |
|
89,921 |
|
|
|
|
|
9. SHARE CAPITAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
2013 |
|
|
|
|
|
|
|
|
£ |
|
£ |
|
Authorised: |
|
|
|
|
|
|
|
|
|
|
200,000,000 (2013: 200,000,000) ordinary shares of 20p each |
|
40,000,000 |
|
40,000,000 |
|
200,000,000 (2013: 200,000,000) redeemable "B" shares of 1p each |
|
2,000,000 |
|
2,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allotted, called up, fully-paid: |
|
|
|
|
2014 No. |
|
2013 No. |
|
2014 £ |
|
2013 £ |
|
|
|
|
|
'000 |
|
'000 |
|
|
|
|
In issue: |
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
|
|
|
|
9,830.3 |
|
9,830.3 |
|
1,966,060 |
|
1,966,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
|
Ordinary shares |
Movement |
No. |
|
£ |
Balance at 30 June 2013/30 June 2014 |
9,830,300 |
|
1,966,060 |
|
|
|
|
There were no redemptions or share issues during the year ended 30 June 2014. |
|
10. SHARE PREMIUM AND SHARE OPTIONS |
|
|
|
|
|
|
|
|
Share Premium Account |
|
Share option Account |
|
|
|
|
|
|
|
|
£ |
|
£ |
|
1 July 2012 |
|
|
|
480,295 |
|
305,235 |
|
|
|
|
|
|
|
|
|
|
|
|
Share option exercise |
|
|
|
|
|
|
- |
|
(11,808) |
|
Premium on issue of option shares |
|
|
|
11,808 |
|
- |
|
At 30 June 2013 |
|
|
492,103 |
|
293,427 |
|
|
|
|
|
|
|
|
|
|
|
|
Expired redemption of B shares not taken up |
|
24,675 |
|
- |
|
At 30 June 2014 |
|
|
|
|
|
|
516,778 |
|
293,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 22 September 2009 the Company granted 250,000 share options at a weighted average exercise price of 20p per share. The fair value of those options granted was £128,111 using the Black Scholes valuation model. |
|
|
|
On 5 December 2011 the Company granted 1,500,000 share options at a weighted average exercise price of 20p per share. The fair value of those options granted was £177,124 and was calculated using the Finnerty valuation model where a discount of 13% for the blocking period for disposing of the shares has been used. The share options are recorded as an expense for the year ended 30 June 2014 of £nil (2013:£nil). |
|
|
|
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2014 10. SHARE PREMIUM AND SHARE OPTIONS (continued) As at 30 June 2014, options were outstanding over 1,650,000 (2013:£1,650,000) ordinary 20p shares, with a weighted average exercise price of 20p (2013:20p). The options are exercisable at the election of the option holder, expiring 31 December 2016. During the year no (2013:100,000) options were exercised and none (2013: £11,808) of the option reserve was released to share premium. In April 2014, funds held in Escrow in the amount of £24,675 were transferred back to the Company following the expired redemption of B shares which were not taken up. 11. FINANCIAL RISK |
|
The Company's investment activities expose it to a variety of financial risks: market risk (including currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance. |
|
|
|
|
|
a) Market Risk |
|
i) Foreign exchange risk |
|
The Company is not exposed to significant currency risk as it invests in companies listed on the London Stock Exchange, predominately denominated in Sterling and has cash balances denominated in Sterling. |
|
|
|
ii) Price Risk |
|
Price risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate due to changes in market prices. The Company is exposed to price risk on the investments held by the Company and classified by the Company on the Statement of Financial Position as fair value through profit or loss. To manage its price risk management closely monitor the activities of the underlying investments. |
|
|
|
The Company's exposure to price risk is as follows: |
|
|
|
|
|
|
|
Fair Value |
|
Fair Value Through Profit or Loss, as at 30 June 2014 |
|
|
|
|
|
682,888 |
|
Fair Value Through Profit or Loss, as at 30 June 2013 |
|
|
|
|
|
746,175 |
|
|
|
The Company's investments are all publicly traded and listed on either the Alternative Investment Market ("AIM") or on the Australian Stock Exchange. The Company's sensitivity to a 15% increase/(decrease) in market price would be £102,433/(£102,433) (2013: £111,926/(£111,926)). A positive number indicates an increase in the net assets attributable to ordinary shareholders and a negative number indicates a decrease. The 15% increase/(decrease) on the net assets attributable to ordinary shareholders would have the same impact on the post tax profit for the year. 15% represents management's assessment of a reasonably possible change in the market prices. |
|
|
|
iii) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not significantly exposed to interest rate risk as it does not have any borrowings, however, the Company does have short term (<3 months) cash deposits, which exposes the Company to effects of fluctuations in the prevailing levels of market interest rates on its cash flow. An increase in the interest rates of 1% would cause the Company's net financial assets to increase by £769 (2013:£2,266). An equal change in the opposite direction would have decreased the net assets attributable to shareholders by an equal but opposite amount. 1% represents the management's assessment of a reasonably possible change in interest rates. The following table summarises the Company's exposure to interest rate risks: |
|
|
|
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2014 |
|
11. FINANCIAL RISK (Continued) |
Interest rate risk profile |
As at 30 June 2014 |
|
Up to 1 year |
Over 1 year |
Non-interest bearing |
Total £ |
Assets |
|
|
|
|
Other receivables |
- |
- |
7,607 |
7,607 |
Cash and cash equivalents |
76,866 |
- |
- |
76,866 |
|
76,866 |
- |
7,607 |
84,473 |
Liabilities |
|
|
|
|
Trade and other payables |
- |
- |
57,831 |
57,831 |
|
|
|
|
|
As at 30 June 2013 |
|
Up to 1 year |
Over 1 year |
Non-interest Bearing |
Total £ |
Assets |
|
|
|
|
Trade and other receivables |
- |
- |
7,642 |
7,642 |
Cash and cash equivalents |
226,565 |
- |
- |
226,565 |
|
226,565 |
- |
7,642 |
234,207 |
Liabilities |
|
|
|
|
Trade and other payables |
- |
- |
89,921 |
89,921 |
|
|
|
|
b) Credit Risk |
|
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet commitments it has entered into with the Company. The carrying amounts of the financial assets best represent the maximum credit exposure at the end of the reporting period. This also relates to the financial assets carried at cost, as they have a short term to maturity. |
|
|
|
The Directors do not believe the Company is subject to any significant credit risk exposure regarding trade receivables. At the period end date the Company was exposed to credit risk on the investments of which the shareholders are aware. The Directors regularly review the investments held by the Company. |
|
|
|
At the end of the reporting period, the Company's financial assets exposed to credit risk amounted to the following: |
|
|
|
|
|
|
|
2014 £ |
|
2013 £ |
|
Investments at Fair Value Through Profit or Loss |
|
|
|
|
|
682,888 |
|
746,175 |
|
Other receivables |
|
|
|
|
|
7,607 |
|
7,642 |
|
Cash and cash equivalents |
|
|
|
|
|
76,866 |
|
226,565 |
|
|
|
|
|
|
|
767,361 |
|
980,382 |
|
The Company considers that all the above financial assets are not impaired or past due for each of the reporting dates under review and are of good credit quality. |
|
c) Liquidity Risk |
|
Liquidity risk is the risk that the Company cannot meet its liabilities as they fall due. The Company's primary source of liquidity consists of cash and cash equivalents and investments held at fair value through profit or loss. The Company's investments at fair value through profit or loss are publicly traded and are deemed highly liquid. |
|
|
|
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2014 |
|
|
|
|
|
|
|
11. FINANCIAL RISK (Continued) The following table details the contractual, undiscounted cash flows of the Company's financial liabilities: |
|
|
|
As at 30 June 2014 |
|
|
Up to 3 months |
Up to 1 year |
Over 1 year |
Total £ |
|
Financial liabilities |
|
|
|
|
|
Accrued expenses |
23,049 |
- |
- |
23,049 |
|
Payable to shareholders |
- |
34,782 |
- |
34,782 |
|
|
23,049 |
34,782 |
- |
57,831 |
|
|
|
|
|
|
|
As at 30 June 2013 |
|
|
Up to 3 Months |
Up to 1 year |
Over 1 year |
Total £ |
|
Financial liabilities |
|
|
|
|
|
Accrued expenses |
24,602 |
- |
- |
24,602 |
|
Payable to shareholders |
- |
65,319 |
- |
65,319 |
|
|
24,602 |
65,319 |
- |
89,921 |
|
|
|
|
|
|
|
Capital Management |
|
The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to provide optimum returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce cost of capital. |
|
In order to maintain or adjust the capital structure, the Company may issue new shares, return capital to shareholders or sell assets. The Company does not have any debt nor is the Company subject to any external capital requirements. |
|
|
|
|
|
|
Fair Value Estimation |
|
The Company has classified its financial assets as fair value through profit or loss and fair value is determined via one of the following categories: |
|
|
|
Level I - An unadjusted quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available. As required by IFRS 7, the Company will not adjust the quoted price for these investments, (even in situations where it holds a large position and a sale could reasonably impact the quoted price). |
|
|
|
Level II - Inputs are other than unadjusted quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. |
|
|
|
Level III - Inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. |
|
The investments held by the Company fall within Level 1 as they are valued by unadjusted quoted prices. |
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2014 |
|
|
|
12. DIRECTORS' REMUNERATION |
|
|
|
|
|
|
|
|
|
2014 |
|
|
|
|
|
|
|
Directors' fees |
|
|
|
|
|
|
|
£ |
P J Richardson |
|
|
|
|
|
|
11,375 |
D R King |
|
|
|
|
|
|
15,000 |
M Bradlow |
|
|
|
20,750 |
|
|
|
|
|
|
|
47,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
|
|
|
|
|
Directors' fees |
|
|
|
|
|
|
|
£ |
P J Richardson |
|
|
|
|
|
|
18,750 |
D R King |
|
|
|
|
|
15,220 |
G Walsh (Chairman) |
|
|
|
|
|
12,500 |
T P O'Gorman |
|
|
|
|
|
|
12,500 |
M Bradlow |
|
|
|
37,500 |
|
|
|
|
|
|
|
96,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year Mr Peter Richardson, a director of the Company, has sold 200,000 ordinary shares which were subsequently purchased by Godrevy Holdings Limited, Mr Richardson's personal investment company. Each of these transactions completed on 10 April 2014 at a price of 17.5 pence per share. Following these transactions, there is no change of beneficial ownership and Mr Richardson continues to hold the balance of 50,000 ordinary shares in the Company and his beneficial ownership remains unchanged, totalling 400,000 ordinary shares. |
|
|
|
At the year end the Company owed £nil (2013:£nil) to the Directors in respect of commissions on the sale of shares in Sterling and a further £nil (2013:£nil) in outstanding directors' fees. No shares options were issued during the year ended 30 June 2014 (2013: none). The Company does not employ any staff except for its Board of Directors. The Company does not contribute to the pensions or any other long-term incentive schemes on behalf of its Directors. |
|
|
|
13. RELATED PARTIES |
|
|
|
The preparation of the financial statements of the Company, and Company Secretary services are undertaken by Crestbridge Corporate Services Limited of which D R King is a Director. During the year fees totalling £42,331 (2013: £47,830), including D R King's Director fee, were paid to Crestbridge Corporate Services Limited of which £4,750 (2013:£5,500) was outstanding at the year end. |
|
|
|
Fees paid to the Directors are disclosed in note 12. |
|
|
|
|
|
|
|
|
|
14. CONTROLLING PARTY |
|
In the opinion of the Directors the Company does not have a controlling party. |
|
|
|
|
|
|
|
|
|
|
15. SUBSEQUENT EVENTS |
On 25 September 2014 the Company sold 200,000 shares in Sterling Energy Plc for a net consideration of £50,581.75. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|