TIDMCHA
RNS Number : 4650I
Concha plc
21 March 2018
For Immediate Release 21 March 2018
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR).
Concha PLC
("Concha" or "the Company")
Interim Report for the six months ended 31 December 2017
Introduction
Concha is pleased to present the Company's unaudited half-year
financial results for the six months ended 31 December 2017.
On 12 February 2018, we provided an update regarding the recent
publication of the judgement relating to the case between certain
creditors and the joint administrators of Ve Interactive Limited
("Ve"). We have now had time to fully digest the contents of that
document and most particularly the findings and rationale
supporting the decision to remove the joint administrators from
their position in office. Given the deficiencies of the joint
administrators, your Board, with certain other shareholders and
creditors, are now considering how best to leverage the judge's
conclusions to compensate for the loss of value we have suffered.
Given the complexities of the case and the number of interested
parties whose opinions will need to be canvassed, it is expected
that this process of evaluation will take several months to
conclude. Further updates will however be made as and when it is
appropriate.
In September 2017, Concha advanced GBP175,000 by way of a
secured convertible loan to The Buyerpool Limited t/a UcaDO, a peer
to peer residential sales and lettings platform. As a "free to use"
platform for buyer, seller, landlord and tenant, the management of
UcaDO has sought to further develop relationships with new
housebuilders, landlords and trusted service providers in the six
months since this initial advance. Discussions with a number of the
largest property development companies in the UK are at an advanced
stage and, if successful, are expected to provide UcaDO with direct
access to a nationwide inventory of new properties. In conjunction
with initiatives to secure both breadth and depth of property
inventory, the management team has also contracted with a broad
array of specialist service providers, each representing a product
and/or service in support of real estate transactions. To further
strengthen its management capabilities, Chris Philips, current
chairman of the property developer London Newcastle, has agreed to
join the board of UcaDO in advance of its platform launch later
this year. We anticipate that the UcaDO board will be further
strengthened by the appointment of non-executive directors with
appropriate compliance, IT and sector experience.
We are encouraged by the reaction to the UcaDO offering from
both property developers and service providers. Having developed an
intuitive peer to peer property listing experience, allowing buyers
to connect directly with sellers, rich in property inventory and
endorsed by some of the largest residential transaction support
providers, we are excited by the rate at which the business is
developing and the opportunities for releasing shareholder value
this maturity provides.
Having been reclassified as a Rule 15 cash shell in October last
year, your Board has sought to explore all opportunities to best
preserve its listing on AIM. Given the Board's preference to
identify a target for a reverse takeover, we have identified and
met with a number of potential candidates well suited to operating
within the public markets. Discussions continue to progress, but
there can be no guarantee that these discussions will conclude
successfully. The London Stock Exchange is expected to suspend
trading in the Company's ordinary shares on AIM, pursuant to Rule
15 of the AIM Rules, at 7.30 am on 4 April 2018. In the event that
no reverse takeover is completed in the six months after that date,
the London Stock Exchange will cancel the admission of the
Company's ordinary shares to trading on AIM. We will of course
update our shareholders as and when it is appropriate.
Unaudited Interim Results
The reclassification of Concha as an AIM Rule 15 cash shell post
its investment in UcaDO, necessitated Concha to abandon its
strategy as an investing company and migrate to that of a Rule 15
cash shell focusing its efforts on identifying a suitable target
for a reverse takeover. These interim results reflect the
activities of identifying and securing Concha's investment in UcaDO
and supporting that investment with a view to securing near term
liquidity for its investor base. We will continue to work towards
securing liquidity events for both our investments in UcaDO and our
minority 30% holding in Works as part of the process of preparing
Concha for a reverse takeover. These results reflect a loss of
GBP0.23m for the six-month period ended 31 December 2017 (2016:
Loss GBP0.28m before exceptional items of GBP2.71m) and incorporate
not only the costs associated with the activities outlined above
but also those incurred in connection with the continued evaluation
and appraisal of all matters and initiatives relating to our
investment in Ve.
Your Board will continue its process of review and will update
the market further as and when it is appropriate.
Concha PLC
44 Albemarle St, London, WIS 4JJ
Enquiries:
Concha PLC
Chris Akers, Chairman chris.akers@srgplc.com
SPARK Advisory Partners Limited (Nominated Adviser) 020 3368 3550
Andrew Emmott
Mark Brady
Buchanan 020 7466 5000
Richard Oldworth
CONCHA PLC
INTERIM STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 JULY 2017 TO 31 DECEMBER 2017
Half year Half year Year Ended
to to
31.12.2017 31.12.2016 30.06.2017
(Unaudited) (Unaudited) (Audited)
Notes GBP000's GBP000's GBP000's
Revenue 2 - 8 8
----------- ------------- ------------
Gross profit - 8 8
General & administrative
expenses (229) (285) (583)
----------- ------------- ------------
Loss from operations before
exceptional items (229) (277) (575)
Exceptional Items - (2,710) (4,347)
----------- ------------- ------------
Loss from operations (229) (2,987) (4,922)
Investment income - 1 -
----------- ------------- ------------
Loss before tax (229) (2,986) (4,922)
Tax - - -
----------- ------------- ------------
Retained Loss after tax
for the period (229) (2,986) (4,922)
_____ ______ ______
Retained loss attributable
to:
Owners of the company (229) (2,986) (4,922)
----------- ------------- ------------
Loss for period (229) (2,986) (4,922)
_____ ______ ______
Total comprehensive loss
attributable to:
Owners of the company (229) (2,986) (4,922)
----------- ------------- -------------
Total comprehensive loss
for the period (229) (2,986) (4,922)
_____ ______ ______
Loss per share
Basic and diluted 3 (0.00014) (0.00184) (0.00303)
___ __ ____ __ _____ _
CONCHA PLC
INTERIM STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2017
As at As at As at
31.12.2017 31.12.2016 30.06.2017
(Unaudited) (Unaudited) (Audited)
Notes GBP000's GBP000's GBP000's
ASSETS
Non-current assets
Property, plant & equipment 22 - 26
Investments 614 514 514
----------- ------------- -------------
636 514 540
----------- ------------- -------------
Current assets
Trade and other receivables 556 1,827 331
Cash and cash equivalents 344 940 505
----------- ------------- -------------
900 2,767 836
----------- ------------- -------------
TOTAL ASSETS 1,536 3,281 1,376
====== ======= =======
EQUITY
Share capital 4 1,743 1,623 1,623
Deferred share capital 1,795 1,795 1,795
Share premium reserve 21,842 21,563 21,563
Warrant reserve 593 583 593
Retained loss (24,518) (22,353) (24,289)
------------------- ------------------- -------------------
TOTAL EQUITY 1,455 3,211 1,285
========= ========= ==========
CURRENT LIABILITIES
Trade and other payables 81 70 91
TOTAL EQUITY AND LIABILITIES 1,536 3,281 1,376
========= ========= ==========
CONCHA PLC
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 JULY 2017 TO 31 DECEMBER 2017
Deferred Share
Share share premium Warrant Retained Total
capital capital account reserve loss
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Balance at 1 July
2017 1,623 1,795 21,563 593 (24,289) 1,285
Loss for the period - - - - (229) (229)
Total comprehensive
income for the period - - - - (229) (229)
--------- --------- --------- --------- --------- ---------
Share capital issued 120 - 279 - - 399
Share based payments - - - - - -
Balance at 31 December
2017 1,743 1,795 21,842 593 (24,518) 1,455
========= ========= ========= ========= ========= =========
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Balance at 1 July
2016 1,623 1,795 21,563 583 (19,367) 6,197
Loss for the period - - - - (2,986) (2,986)
Total comprehensive
income for the period - - - - (2,986) (2,986)
--------- --------- --------- --------- --------- ---------
Share capital issued - - - - - -
Share based payments - - - - - -
Balance at 31 December
2016 1,623 1,795 21,563 583 (22,353) 3,211
========= ========= ========= ========= ========= =========
CONCHA PLC
INTERIM STATEMENT OF CASH FLOW
FOR THE PERIOD FROM 1 JULY 2017 TO 31 DECEMBER 2017
Half Year Half Year Year Ended
to to
31.12.2017 31.12.2016 30.06.2017
GBP000's GBP000's GBP000's
(Unaudited) (Unaudited) (Audited)
Cash flow from operating activities
Loss for the period (229) (2,986) (4,922)
Share based payment - - 10
Depreciation 5 - 2
Exceptional items - 2,710 4,347
Investment income - (1) -
------------- -------------- ----------------
Operating cash flows before
movements in working Capital (224) (277) (563)
Increase in receivables (95) (3) (169)
(Decrease) / increase in payables (12) (11) 10
------------- -------------- ----------------
(107) (14) (159)
Investment income - 1 -
------------- -------------- ----------------
Net cash outflow from operating
activities (331) (290) (722)
Cash flow from investing activities
Purchase of investments (100) - -
Purchase of property, plant
& equipment - - (28)
------------- -------------- ----------------
Net cash outflow from investing
activities (100) - (28)
Cash flow from financing activities
Net proceeds from issue of
share capital 399 - -
Loans advanced (129) (25) -
------------- -------------- ----------------
Net cash flow from financing
activities 270 (25) -
Net cash outflow for the period (161) (315) (750)
-------------- ---------------- -------------
Cash and cash equivalents at
start of period 505 1,255 1,255
-------------- ---------------- -------------
Cash and cash equivalents at
end of period 344 940 505
======= ====== ======
CONCHA PLC
NOTES TO THE UNAUDITED INTERIM REPORT
FOR THE PERIODING 31 DECEMBER 2017
1. BASIS OF PREPARATION
The interim financial statements have been prepared on a going
concern basis and in accordance with the recognition and
measurement principles of International Financial Reporting
Standards adopted for use in the European Union ("IFRS"). The
accounting policies are unchanged from the financial statements for
the year ended 30 June 2017.
The interim financial statements for the period ended 31
December 2017 have not been audited and do not constitute statutory
accounts within the meaning of Section 434 of the Companies Act
2006. Statutory accounts for the year ended 30 June 2017, prepared
in accordance with IFRS, have been filed with the Registrar of
Companies. The Auditors' report on these accounts was unmodified,
did not include any matters to which the Auditors drew attention by
way of emphasis of matter without qualifying their report and did
not contain any statements under section 498 of the Companies Act
2006.
This Interim Financial Report was approved by the Board of
Directors on 21 March 2017.
Statement of compliance
These condensed interim financial statements have been prepared
in accordance with International Accounting Standard ('IAS') 34 -
Interim Financial Reporting as adopted by the European Union.
Accordingly, the interim financial statements do not include all of
the information or disclosures required in the annual financial
statements and should be read in conjunction with the Company's
2017 annual financial statements.
2. TURNOVER AND SEGMENTAL ANALYSIS
All of the Company's activity and income and expenses in the
periods ended 31 December 2017 and 31 December 2016 and for the
year ended 30 June 2017 were incurred in the United Kingdom, and
relate to Concha's ongoing investment activities.
3. LOSS PER SHARE
The calculation of the basic and diluted earnings per share is
based on the following data:
Half year Half year Year ended
to to
31.12.2017 31.12.2016 30.6.2017
Earnings
Earnings for the purposes of
basic earnings per share net
loss for the
period attributable to equity
holders of the company (GBP000's) (229) (2,986) (4,922)
Number of shares
Weighted average number of ordinary
shares in issue (millions) 1,690.2 1,623.1 1,623.0
The diluted earnings per share is the same as the earnings per
share due to the Company's loss.
CONCHA PLC
NOTES TO THE UNAUDITED INTERIM REPORT
FOR THE PERIOD ENDING 31 DECEMBER 2017
4. SHARE CAPITAL Number Nominal
of value
shares GBP000's
a) Issued and Fully Paid:
As at 1 July 2017 1,623,056,912 1,623
Issued during period 120,000,000 120
----------------------------- ------------------
As at 31 December 2017 1,743,056,912 1,743
----------------------------- ------------------
b) Deferred shares
As at 1 July 2017 and 31
December 2017 181,303,419 1,795
----------------------------- ------------------
c) Total warrants in issue
During the half year, no warrants were issued
(2016: Nil) and none were exercised (2016:
Nil) and none were cancelled (2016: 95,000,000).
As at 31 December 2017 the warrants in issue
were:
Exercise Expiry date Warrants in Issue
price 31 December 2017
0.35p 01/03/2018 49,525,702
0.35p 03/06/2018 25,000,000
---------------------------
74,525,702
--------------------------
d) Total options in issue
During the half year, no options were issued
(2016: Nil), none were exercised (2016: Nil)
and 115,000,000 were cancelled (2016: Nil).
As at 31 December 2017 the options in issue
were:
Exercise Expiry date Options in Issue
price 31 December 2017
-
---------------------------
5. AVAILABILITY OF INTERIM RESULTS
Copies of the Interim Results for the six months to 31 December
2017 are available from the Company's registered address and will
be available on the Company's website, www.concha-plc.com, later
today.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR JBMTTMBMTBIP
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March 21, 2018 08:13 ET (12:13 GMT)
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