Source - RNS
RNS Number : 1444L
Blenheim Natural Resources PLC
29 September 2016
 

 

29 September 2016

 

 

BLENHEIM NATURAL RESOURCES PLC

 

("Blenheim" or the "Company)

 

Final Results for the year ended 30 April 2016

 

 

Blenheim is pleased to announce its final results for the year ended 30 April 2016.

 

Copies of the Company's annual report and financial statements for the year ended 30 April 2016 will shortly be sent to shareholders and will be available at the Company's website: www.blenheimnaturalresources.com

 

 

For further information please contact:

 

Chris Ells

Blenheim Natural Resources Plc

+44 (0) 1622 844601




Colin Aaronson/Jamie Barklem/ Daniel Bush

Grant Thornton UK LLP

+44 (0) 20 7383 5100




Nick Emerson

SI Capital Ltd

+44 (0)1483 413500

Lucy Williams / Duncan Vasey

Peterhouse Corporate Finance Limited

+44 (0) 20 7469 0932

Colin Rowbury

Cornhill Capital Limited

+44 (0) 20 7710 9610

                                                                                                       

The information contained within this announcement is considered to be inside information, for the purposes of Article 7 of EU Regulation 596/2014, prior to its release.

                                                                                                        

                   CHAIRMAN'S STATEMENT

 

Challenging times persist for the natural resources sector, but I am pleased to report that Blenheim has finalised two transactions since the beginning of 2016 and the Company continues to explore opportunities for major transactions.

 

In February, the Company invested in IGS (International Geoscience Services) Limited ("IGS").  IGS is a company which was spun out of the British Geological Survey and, in addition to its global consulting business, has created IGS Xplore, a cutting-edge system for picking exploration targets from geoscientific data using a unique knowledge-based approach.

 

In August, Blenheim signed a Subscription Option Agreement with TAM Mining Limited, which holds the exclusive rights, via a local subsidiary, to a highly prospective large copper/gold project in the North Western Province of Zambia.  At a cost to Blenheim of only £1, the option allows the Company to acquire 7.5% of TAM's equity by providing corporate and technical input.

 

The results for Blenheim for the year ended 30 April 2016 show a loss of £234,588 (2015: £252,123).  A proportion of this loss relates to the further full impairment of the Company's investment in African Eagle Resources Plc ("AFE") of £82,345 (2015: £86,832).  After AFE entered administration, as announced by Blenheim on 3 February 2016, the Company then endeavoured to acquire AFE as a shell and relist it in South Africa. After due diligence by the Company, it was not deemed economic to pursue this course of action. 

 

Operating costs, including maintenance of the Company's AIM listing, were £175,227 (2015: £86,748), whilst changes in fair value of investments and profit on disposal of financial assets at fair value provided a net gain of £51,954 (2015: loss of £49,243).

 

We reiterate our stated strategy of making investments in "good value" companies and projects in the natural resources sector, technology associated with the natural resources sector, and in the agribusiness sector by way of cash and Blenheim stock. As an investment company, we are well positioned to take advantage of low valuations in these core sectors.

 

We continue to receive many investment propositions and we are confident that we will be able to make strategic investments to benefit Blenheim shareholders.

 

I look forward to providing the Company's shareholders with future updates.

 

 

 

 

Chris Ells

Chairman         

 

28 September 2016

 

 

                                                                                                        

                                                              STATEMENT OF COMPREHENSIVE INCOME

                                                                     FOR THE YEAR ENDED 30 APRIL 2016

 




Year ended

Year ended

 



30 April 2016

30 April 2015

 


Notes

£

£

 





 

CONTINUING OPERATIONS




 





 

REVENUE


6,196

2,361

 





 

Administrative expenses


(175,227)

(86,748)

 

Impairment of available for sale financial assets


(82,345)

(86,832)

 

Other gains/(losses) - net

2

51,954

(49,243)

 





 

OPERATING LOSS


(199,422)

(220,462)

 





 

Finance income


315

36

 

Finance costs


(35,481)

(31,697)

 





 

LOSS BEFORE INCOME TAX


(234,588)

(252,123)

 





 

Income tax expense


-

-

 





 

LOSS FOR THE YEAR


(234,588)

(252,123)

 





 

OTHER COMPREHENSIVE INCOME


-

-

 





 

TOTAL COMPREHENSIVE INCOME FOR THE YEAR


(234,588)

(252,123)

 





 

EARNINGS PER SHARE




 

(expressed in pence per share)




 

Basic and diluted

3

(0.23)

(0.35)

 





 





 

 

 

 

STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2016

 


                                                                                                                                                                                                        



30 April 2016


30 April 2015


Notes

£


£






ASSETS





NON-CURRENT ASSETS





Available for sale financial assets

4

260,463


82,345






CURRENT ASSETS





Financial assets at fair value through profit or loss

5

297,378


141,334

Cash and cash equivalents

6

207,503


39,829

Prepayments


22,490


13,704








527,371


194,867






TOTAL ASSETS


787,834


277,212






EQUITY





Share capital

7

1,350,045


1,238,545

Share premium

7

1,383,432


801,614

Other reserves

8

501,582


493,419

Retained earnings


(2,746,862)


(2,512,274)






TOTAL EQUITY


488,197


21,304






LIABILITIES





NON-CURRENT LIABILITIES





Borrowings

9

-


226,513






CURRENT LIABILITIES





Borrowings

9

245,476


-

Trade and other payables


54,161


29,395






TOTAL LIABILITIES


299,637


255,908






TOTAL EQUITY AND LIABILITIES


787,834


277,212

 

 

 

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2016

 




Share
capital

 
Share premium

Other
reserves

Retained
earnings

Total

 



£

£

£

£

£

 








 

Balance at 1 May 2014


1,207,045

633,164

493,419

(2,260,151)

 

73,477

 

 

Loss for the year


-

-

-

(252,123)

(252,123)

 

Total comprehensive income for the year


-

-

-

(252,123)

(252,123)

 

Issue of share capital


31,500

173,250

-

-

204,750

 

Issue costs


-

(4,800)

-

-

(4,800)

 

Total transactions with owners, recognised directly in equity


31,500

168,450

-

-

199,950

 








 

Balance at 30 April 2015


1,238,545

801,614

493,419

(2,512,274)

21,304

 








 








 

Balance at 1 May 2015


1,238,545

801,614

493,419

(2,512,274)

21,304

 

Loss for the year


-

-

-

(234,588)

(234,588)

 

Total comprehensive income for the year


-

-

-

(234,588)

(234,588)

 

Issue of share capital


111,500

670,250

-

-

781,750

 

Issue costs


-

(88,432)

-

-

(88,432)

 

Issue of share options and warrants


-

-

8,163

-

8,163

 

Total transactions with owners, recognised directly in equity


111,500

581,818

8,163

-

701,481

 








 

Balance at 30 April 2016


1,350,045

1,383,432

501,582

(2,746,862)

488,197

 








 








 

 

 

 

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 APRIL 2016

 


 



Year ended


Year ended



30 April 2016


30 April 2015



£


£

Cash flows from operating activities





Loss before income tax


(234,588)


(252,123)

Finance costs


35,481


31,697

Finance income


(315)


(36)

(Gain)/loss on disposal of trade investments


(51,954)


49,243

Impairment of available for sale financial assets


82,345


86,832

Share based payments


8,163


-

(Increase)/decrease in trade and other receivables


(8,786)


3,226

Increase/(decrease) in trade and other payables


21,166


(2,273)






Net cash used in operating activities


(148,488)


(83,434)











Cash flows from investing activities





Purchase of available for sale financial assets


(260,463)


(12,546)

Purchase of financial assets at fair value through profit or loss


(210,757)


(147,126)

Proceeds from disposal of financial assets at fair value through profit or loss


106,950


27,299






Net cash used in investing activities


(364,270)


(132,373)
















Cash flows from financing activities





Proceeds from the issue of share capital


781,750


204,750

Share issue expenses paid


(84,832)


(4,800)

Interest paid


(16,518)


(16,500)

Interest received


32


36











Net cash generated from financing activities


680,432


183,486






 Increase/(decrease) in cash and cash equivalents


167,674


(32,321)






Cash and cash equivalents at the beginning of the year


39,829


72,150






Cash and cash equivalents at the end of the year


207,503


39,829

 

 

 

                                                                            NOTES TO THE FINAL RESULTS

                                                                                                        

 


1.          ACCOUNTING POLICIES

 

             General information

 

Blenheim Natural Resources Plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 02956279). The Company is domiciled in the United Kingdom and its registered address is Hyde Park House, 5 Manfred Road, London, SW15 2RS. The Company's shares are traded on the AIM market of the London Stock Exchange.

 

 

             Basis of preparation

 

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial assets at fair value through profit or loss.

 

The Company is an investment entity and has therefore prepared its financial statement on this basis.

 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies.

 

The financial information set out in this announcement does not constitute the Company's statutory accounts for the year ended 30 April 2016 or the year ended 30 April 2015 under the meaning of Section 434 the Companies Act 2006 but is derived from those accounts. The annual report and financial statements for the year ended 30 April 2016 were approved by the Board of Directors on 28 September 2016 along with this announcement, but have not yet been delivered to the Registrar of Companies. The annual report and financial statements will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

 

The auditor's report on the statutory accounts for the year ended 30 April 2016 is unqualified with an emphasis of matter paragraph. This emphasis of matter paragraph indicates the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern and notes that the ability to continue as a going concern is dependent on the Company's ability to raise funds, renegotiate the terms of its convertible loans, and generate returns from its investments.

 

The statutory accounts for the year ended 30 April 2015 have been filed with the Registrar of Companies. The auditor's report on the statutory accounts for the years ended 30 April 2015 was unqualified and did not contain a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.

 

Going concern

 

The financial statements have been prepared assuming the Company will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.

 

The assessment has been made on the Company's anticipated activities which have been included in the financial forecast and in which Management has taken into account all available information for the foreseeable future, in particular for the 12 months from the date of approval of the financial statements.  It also considers the Directors' assessment regarding the potential settlement of the convertible loan notes.  The Directors carefully manage running costs and post year end, have reduced their fees in order to conserve cash resources.

 

Whilst the Directors remain actively cost conscious and value focused, the Company will still need to attract additional funding to meet its strategic goals.

 

To this end the Directors are in discussions with various parties in relation to potential acquisitions that have been identified and which are expected to contribute positively to cash flow in the short to medium term.  The Directors are also looking at funding options, including the raising funds on the open market, to take advantage of acquisitions potentially available and to fund ongoing operations.

 

On this basis, the Directors have formed a judgement, at the time of approving the financial statements, that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason the Directors have adopted the going concern basis in preparing the financial statements.

 

Should the Company be unable to continue operations, adjustments would have to be made to reduce the value of the assets to their recoverable amounts, to provide for future liabilities which might arise and to reclassify non-current assets to current assets.

 

2.          OTHER GAINS/(LOSSES) - NET

                  

 



30 April 2016


30 April 2015



£


£

Fair value gains/(losses) on financial assets at fair value through profit or loss


51,954


(49,243)

 

 

3.          EARNINGS PER SHARE

 

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

 

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

 

Reconciliations are set out below.





30 April 2016







Weighted







average







number               


Per-share



Earnings


of


amount



£


shares


pence

Basic EPS







Earnings attributable to ordinary shareholders


(234,588)


102,397,288


(0.23)

Effect of dilutive securities


-


-


-








Diluted EPS







Adjusted earnings


(234,588)


102,397,288


(0.23)















 





30 April 2015







Weighted







average







number               


Per-share



Earnings


of


amount



£


shares


pence

Basic EPS







Earnings attributable to ordinary shareholders


(252,123)


71,151,200


(0.35)

Effect of dilutive securities


-


-


-








Diluted EPS







Adjusted earnings


(252,123)


71,151,200


(0.35)








 

On 30 October 2015 the Directors passed a resolution to undertake a sub division of the Ordinary Shares in issue at a rate of 100 for 1. Following the sub division the nominal value of each share became 0.10 pence per share from 10 pence per share. As a consequence the weighted average number of shares in the comparative has been restated.

 

In accordance with IAS 33 the share options in issue do not have a dilutive impact on earnings per share for the year ended 30 April 2016.

 

4.         AVAILABLE FOR SALE FINANCIAL ASSETS

 



2016


2015



£


£






At 1 May


82,345


156,631

Additions


260,463


12,546

Impairment


(82,345)


(86,832)






At 30 April


260,463


82,345
















 

The above represents the Company's strategic equity holding in African Eagle Resources Plc and IGS (International Geoscience Services) Limited referred to in the Chairman's Statement.

 

5.          FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 



2016


2015



£


£






Equity securities - held for trading


297,378


141,334






 

Financial assets at fair value through profit or loss are presented within 'operating activities' as part of changes in working capital in the Statement of Cash Flows.

 

Changes in fair values of financial assets at fair value through profit or loss are recorded in 'other gains/(losses) - net' in the Income Statement.

 

The fair value of all equity securities is based on their current bid prices in an active market.

 

 

 

6.          CASH AND CASH EQUIVALENTS

 

 



2016


2015



£


£






Cash at bank


207,079


38,578

Cash held in investment portfolio


424


1,251








207,503


39,829

 

7.          SHARE CAPITAL

 



Number of shares

Ordinary shares

Deferred shares

Share premium

Total



No.

£

£

£

£








At 1 May 2014


412,909

41,335

1,165,710

633,164

1,840,209

Issue of shares


315,000

31,500

-

173,250

204,750

Share issue costs


-

-

-

(4,800)

(4,800)








At 30 April 2015


727,909

72,835

1,165,710

801,614

2,040,159















At 1 May 2015


727,909

72,835

1,165,710

801,614

2,040,159








Sub division of shares


72,062,991

-

-

-

-

Issue of shares


111,500,000

111,500

-

670,250

781,750

Share issue costs


-

-

-

(88,432)

(88,432)








At 30 April 2016


184,290,900

184,335

1,165,710

1,383,432

2,733,477








 

On 30 October 2015 the Directors passed a resolution to undertake a sub division of the Ordinary Shares in issue at a rate of 100 for 1. Following the sub division the nominal value of each share became 0.10 pence per share from 10 pence per share.

 

On 30 October 2015, 31,500,000 Ordinary Shares of 0.10p each were allotted as fully paid at a premium of 0.35 pence per share during the year.

 

On 17 December 2015, 80,000,000 Ordinary Shares of 0.10p each were allotted as fully paid at a premium of 0.70 pence per share during the year.

 

8.          OTHER RESERVES

            

 


Shares to be issued

Share option reserve

Merger reserve

Total






At 1 May 2014

76,135

-

417,284

493,419






At 30 April 2015

76,135

-

417,284

493,419






Issue of share options and warrants

-

8,163

-

8,163






At 30 April 2016

76,135

8,163

417,284

501,582

 

Merger relief reserve of £417,284 (2015: £417,284) arose in the period ended 31 December 1995 and relates to shares that were issued on a share for share basis in relation to the Langdon (Coffee & Tea) Limited transaction.

 

Shares to be issued comprise the equity component of the compound financial instruments issued in the past.

 

Share option reserve comprises the fair value at the date of grant share options and warrants issued in the year.

 

9.

BORROWINGS

 



2016


2015



£


£

Non-current:





Convertible loan notes


-


226,513






Current:





Convertible loan notes


245,476


-






Terms and debt repayment schedule:







£


£

Less than 1 year


245,476


-

Between 1 and 2 years


-


226,513






 

Borrowings represent convertible loan notes redeemable on or before 15 April 2017, following a change in the original redeemable date of 15 October 2016. The loan notes attract an interest charge of 6% per annum. If converted the loan notes can be exchanged for 1 ordinary share for every 0.65p of loan notes held.

 

The carrying amounts and the fair value of borrowings are as follows:

 




Carrying amount

Fair value




2016

2015

2016

2015




£

£

£

£








Convertible loan notes



245,476

226,513

275,000

275,000








                                                                                                                                                                                                         

The carrying amounts of the Company's borrowings are denominated in UK sterling.

 

The convertible bond recognised at the year-end is calculated as follows:



2016


2015



£


£






Face value of convertible loan notes issued


275,000


275,000

Equity component


(76,135)


(76,135)






Liability component on initial recognition


198,865


198,865

Interest expense


94,778


59,315

Interest paid


(48,167)


(31,667)








245,476


226,513

                                                                                                                                                                                                        

The fair value has been calculated using discounted cash flows at a rate of 15% per annum.

 

10.       SHARE-BASED PAYMENT TRANSACTIONS

 

The measurement requirements of IFRS 2 have been implemented in respect of share options that were granted after 27 May 2009. The expense recognised for share based payments made during the year is £8,163 (2015: £nil).

 

10,000,000 and 9,000,000 options were issued during the year ended 30 April 2016, exercisable at 0.80 pence and 0.65 pence, respectively.  There are no vesting conditions and the options are exercisable any time up to 15 October 2018 and 5 April 2017 respectively.

 

Movement in issued share options during the year

 

The table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options during the year as follows:

 




Outstanding at the beginning of the period

No of options


3,500,000

WAEP


1.25p

Granted during the year



19,000,000

0.72p








Outstanding at the end of the period



22,500,000

0.96p

Exercisable at the end of the period



22,500,000

0.96p

 

The fair value of the options granted in the year have been calculated using the Black Scholes model assuming the inputs shown below:

 

- Grant date


15 January 2015

30 October 2015


3 November 2015

- Number of options granted


3,500,000

10,000,000


9,000,000

- Share price at grant date


60p

0.80p


0.80p

- Exercise price at grant date


£1.25

0.80p


0.65p

- Risk free rate


2.75%

2.75%


2.75%

- Option life


1 year

3 years


1.25 years

- Expected volatility


7.83%

10.81%


10.81%

- Expected dividend yield


0%

0%


0%

- Fair value of option


£0.00

£8,027


£136

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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