TIDMTRIC
RNS Number : 5661R
Tricor PLC
12 December 2016
TRICOR PLC (the "Company")
Unaudited Interim Results for the six months ended
30 September 2016
CHAIRMAN'S STATEMENT
Introduction
Tricor Plc ("Tricor", the "Company" or the "Group")
is an AIM-listed company which has made investments
in Tricor Environmental Pte Ltd ("TEPL"), Tricor
Minerals Pte Ltd ("TM"), and Tricor Resources Trading
Pte Ltd ("TRT"). Over the 6 months ended 30 September
2016, the Group operating loss was GBP275,000, compared
with a loss of GBP365,000 for the comparable period
in FY2015.
Tricor Environmental Pte Ltd ("TEPL")
Over the 6 months ended 30 September 2016, TEPL
incurred a net loss of GBP33,618. The loss was mainly
due to the expenses incurred to maintain the equipment
and site whilst the management seeks to secure the
sand contracts. TEPL is still attempting to secure
new sand contracts. So far, none have been concluded.
As announced on 3 October 2016, TEPL entered into
a new operating arrangement with KGGD Pte Ltd ("KGGD"),
whereby upon securing the Mineral Processing Permit
("MPP"), TEPL agreed to grant KGGD a one-year, royalty
free, sole and exclusive right and license to own
and operate an iron sand processing plant on the
Bangan Sub-Concession to extract iron sand therefrom
and to process, export and sell any product from
the date that TEPL obtains an MPP. TEPL and KGGD
agreed to operate on a 50/50 profit sharing basis
during the one-year period, the extension of which
will be dependent on the performance of KGGD during
the year. KGGD will operate the Bangan Sub-Concession
strictly in accordance with the conditions imposed
by the MPP, and, subject to the conditions of the
MPP, KGGD will have the right to increase its production
as it chooses.
Tricor Minerals Pte Ltd ("TM")
The net profit of TM for the 6 months ended 30 September
2016 was GBP3,412. The profit was mainly due to
gains relating to foreign exchange.
TM, with the help of TEPL, continued to work on
its applications for the necessary permits to operate
the iron sand processing plant on the Bangan Sub-Concession,
however, it is not certain that the necessary permits
will be granted by the authorities.
As announced on 3 October 2016, at the General Meeting
of the Company held on 30 September 2016, the Tricor
shareholders agreed to transfer the ownership of
TMPL's iron sand processing plant and related equipment
to KGGD in exchange for KGGD and Dunamis Mining
Pte Ltd's agreement to write off the entire amount
owed by TMPL to both KGGD and Dunamis Mining Pte
Ltd in relation to the amount Tricor owed to them
in the form of loans and payables as of 3 October
2016, totalling approximately USD$1.3 million.
Tricor Resources Trading Pte Ltd ("TRT")
TRT was set up to be a resources trading company
and will only commence business after TM starts
producing iron sand.
TRT made a loss of GBP303 for the 6 months ended
30 September 2016.
The Group's Current Operations
Following the completion of the disposal of TM's
iron sand processing plant and related equipment
to KGGD, TEPL continues to work with its operating
partner, Chahaya, to attempt to secure reclamation
sand contracts. In addition, TEPL continues to work
with TM to try to secure the MPP. Once the MPP application
is approved, TEPL and KGGD will work on the iron
sand operation on a 50/50 profit sharing basis.
TRT will remain dormant until the iron sand operation
commences.
Post-disposal of the iron sand processing plant
and related equipment on 3 October 2016, pursuant
to Rule 15 of the AIM Rules for Companies (the "AIM
Rules"), the Company has been classified as an AIM
Rule 15 cash shell. The Company will be required
to make an acquisition or acquisitions which constitute
a reverse takeover transaction under the AIM Rules
within six months of becoming an AIM Rule 15 cash
shell (deemed to be the date of completion of the
disposal) or be re-admitted to trading on AIM as
an investing company under the AIM Rules (which
requires the raising of at least GBP6 million),
failing which, the Ordinary Shares would then be
suspended from trading on AIM. After six months
of suspension, the Ordinary Shares would then be
cancelled from trading on AIM.
The Company is currently in ongoing discussions
with a number of potential reverse takeover targets.
The Board believes that there is a reasonable chance
that the Company will undertake a reverse takeover
before it is suspended. Consequently, at this time,
the Board does not have plans to re-admit the Company
to trading on AIM as an investing company.
Summary of the Consolidated Results
The Group did not generate any revenue in the 6
months ended 30 September 2016 (2015: GBP0) as its
operational subsidiaries are still in the midst
of attempts to secure new reclamation sand contracts
and the necessary permits to operate an iron sand
processing plant in Bangan Sub-Concession.
During the period, the Group incurred a total of
GBP248,000 administrative expenses (2015: GBP378,000).
The Company's cash balance at the end of the period
was GBP9,000, an increase of GBP8,000 from the position
at 31 March 2016. This was mainly due to the drawdown
of working capital facility provided by Reed Works
Limited.
Update on VAT Claims
As announced on 18 August 2016, the Company was
informed that the Upper Tribunal (Tax and Chancery
Chamber) had rejected the Company's appeal to reclaim
GBP1,847,976.70 of input VAT plus any interest and
costs.
On 15 September 2016, the Company announced that
it will accept an application for costs from Her
Majesty's Revenue and Customs ("HMRC") of the First
Tier Tribunal proceedings. The amount is still undetermined
and the Company is under no obligation to accept
the amount once received.
On 20 September 2016, the Company announced that
it will not appeal the decision of the Upper Tribunal
and it will accept the liability for the costs incurred
by HMRC in relation to the appeal proceedings at
Upper Tribunal. The lawyers representing the Company
are currently negotiating the costs applied with
the legal representatives of HMRC, the quantum of
such costs will be subject to agreement between
the parties, any default of which will be assessed
by the court.
In relation to the prospective liability for the
costs incurred by HMRC for the legal costs, the
Company has made a provision of GBP100,000 in the
Company's accounts.
The Company will make any further announcements
as appropriate.
Tan Bien Kiat
Interim Chairman
12 December 2016
Enquiries:
Tricor Plc:
Tan Bien Kiat
Interim Chairman
Chan Fook Meng
CEO
Tel: +65 6236 2985
Nominated Adviser and Broker:
Allenby Capital Ltd
John Depasquale
Richard Short
Tel: +44 (0) 20 7328 5656
Consolidated Statement of Comprehensive Income
for the six months ended 30 September 2016
Six months Six months Year ended
to to
30 September 30 September 31 March
2016 2015 2016
Unaudited Unaudited Audited
GBP'000s GBP'000s GBP'000s
Turnover - - -
Cost of sales (32) - (77)
---------------- ---------------- --------------
Gross Profit - - (77)
Administrative expenses (248) (378) (766)
Impairment loss on property,
plant and equipment - - (506)
Write-off of other receivables - - (905)
Finance costs - - -
---------------- ---------------- ----------------
Operating Loss (280) (378) (2,254)
Other income 5 13 35
---------------- ---------------- ----------------
Loss before Tax (275) (365)
Income tax charges - -
---------------- ---------------- ----------------
Loss for the period (275) (365) (2,219)
---------------- ---------------- ----------------
Other comprehensive income
Items that may be reclassified subsequently
to profit or loss:
Foreign currency translation
differences (339) 21 (138)
---------------- ---------------- ----------------
Other comprehensive income,
net of tax (339) 21 (138)
---------------- ---------------- ----------------
Total comprehensive income
for the period
Period (614) (344) (2,357)
(Loss)/Profit attributable
to:
Owners of the parent (276) (368) (2,222)
Non-controlling interest 1 3 3
---------------- ---------------- ----------------
Loss for the period (275) (365) (2,219)
---------------- ---------------- ----------------
Total comprehensive income
attributable to:
Owners of the parent (551) (330) (2,327)
Non-controlling interest (63) (14) (30)
---------------- ---------------- ----------------
(614) (344) (2,357)
Loss per share
From continuing operations:
- Basic earnings per
share (0.15p) (0.24p) (1.3p)
- Diluted earnings per
share (0.15p) (0.24p) (1.3p)
Consolidated Statement of Financial Position
as at 30 September 2016
30 September 30 September 31 March
2016 2015 2016
Unaudited Unaudited Audited
GBP'000s GBP'000s GBP'000s
Assets
Non-current assets
Intangible assets - - -
Property, Plant -
& Equipment - 609
Non-current other -
receivables - -
---------------- ---------------- ----------------
- 609 -
---------------- ---------------- ----------------
Current assets
Trade and other
receivables 122 1,012 111
Cash and cash equivalents 9 18 1
---------------- ---------------- ----------------
131 1,030 112
Current liabilities
Trade and other
payables (2,953) (2,177) (2,541)
Financial liabilities
- borrowings (96) (81) (81)
---------------- ---------------- ----------------
Net current liabilities (2,918) (1,228) (2,510)
---------------- ---------------- ----------------
Non-current liabilities
Financial liabilities
- borrowings (1,618) (1,320) (1,412)
---------------- ---------------- ----------------
NET LIABILITIES (4,536) (1,939) (3,922)
Capital and reserves
Share capital 3,720 3,930 3,720
Share premium 55,683 55,443 55,683
Share based payment
reserve 140 140 140
Other reserves (197) 221 78
Retained earnings (63,664) (61,534) (63,388)
---------------- ---------------- ----------------
Equity attributable
to owners of the
parent (4,318) (1,800) (3,767)
Non-controlling
interest (218) (139) (155)
---------------- ---------------- ----------------
TOTAL DEFICIT (4,536) (1,939) (3,922)
Consolidated Statement of Cash Flows
for the six months ended 30 September 2016
Six months Six months Year
to to ended
30 September 30 September 31 March
2016 2015 2016
Unaudited Unaudited Audited
Note GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Net cash generated
utilised in operations 4 (51) (122) (237)
---------------- ---------------- ----------------
Cash flows from
financing activities
Loan repayment - (20) (21)
Proceeds from borrowings 7 - 8
Proceeds on issue
of
convertible loan
notes 70 - 10
Proceeds on issue
of shares - 154 241
---------------- ---------------- ----------------
Net cash from financing
activities 77 134 238
---------------- ---------------- ----------------
Net cash inflow 26 12 1
Effects of currency
translation on cash
and cash equivalents (18) 3 (3)
Cash and cash equivalents
at start of period 1 3 3
---------------- ---------------- ----------------
Cash and cash equivalents
at end of period 9 18 1
Consolidated Statement of Changes in Equity
for the six months ended 30 September 2016
Six months Six months
to to Year ended
30 September 30 September 31 March
2016 2015 2016
Unaudited Unaudited Audited
GBP'000s GBP'000s GBP'000s
Attributable to owners of the parent:
At beginning of
period (3,767) (1,681) (1,681)
Issue of share capital - 154 241
Share based payment
charge - 57 -
Loss for the period (276) (368) (2,222)
Foreign exchange
differences (275) 38 (105)
---------------- ---------------- ----------------
At end of period (4,318) (1,800) (3,767)
---------------- ---------------- ----------------
Non-controlling interests:
At beginning of
period (155) (125) (125)
Profit for the period 1 3 3
Foreign exchange
differences (64) (17) (33)
---------------- ---------------- ----------------
At end of period (218) (139) (155)
---------------- ---------------- ----------------
(4,536) (1,939) (3,922)
Total
Notes to the Interim Report
1. Significant Accounting Policies
These accounts have been prepared in accordance with
International Financial Reporting Standards and on the historical
cost basis, using generally recognised accounting principles, and
consistent with those used in the annual report and accounts for
the year ended 31 March 2016.
This interim report for the six months to 30 September 2016 was
approved by the Board on 12 December 2016.
The accounting policies applied are consistent with those of the
annual financial statements for the year ended 31 March 2016, as
described in those annual financial statements.
There are no IFRS, IFRIC interpretations or amendments that have
been issued and effective for the first time in this financial
period that have had a material impact on the Group.
There are no IFRS or IFRIC interpretations and amendments that
are not yet effective that would be expected to have a material
impact on the Group.
2. Segmental Analysis
For the six months to 30
September 2016 UK SE Asia Total
GBP'000s GBP'000s GBP'000s
Segment revenue and results
Reportable revenue - - -
---------------- ---------------- ----------------
Revenue from external customers - - -
---------------- ---------------- ----------------
Reportable segment results
Listing expenses (46) - (46)
Unallocated corporate income
and expenses (197) (32) (229)
----------------
Loss before taxation (275)
Segment assets and liabilities
Segment assets
Reportable segment assets 12 119 131
----------------
Consolidated total assets 131
Segment liabilities
Reportable segment liabilities 814 2,235 3,049
Issued loan notes 80 1,538 1,618
Consolidated total liabilities - - 4,667
For the six months to 30
September 2015 UK SE Asia Total
GBP'000s GBP'000s GBP'000s
Segment revenue and results
Reportable revenue - - -
---------------- ---------------- ----------------
Revenue from external customers - - -
---------------- ---------------- ----------------
Reportable segment results
Listing expenses (23) - (23)
Unallocated corporate income
and expenses (44) (298) (342)
----------------
Loss before taxation (365)
Segment assets and liabilities
Segment assets
Reportable segment assets 930 709 1,639
----------------
Consolidated total assets 1,639
Segment liabilities
Reportable segment liabilities 518 1,740 2,258
Issued loan notes - 1,320 1,320
Consolidated total liabilities 3,578
Other segment information
Depreciation of property,
plant and equipment - 105 105
For the year ended 31 March
2016
UK SE Asia Total
GBP'000s GBP'000s GBP'000s
Segment revenue and results
Reportable revenue - - -
---------------- ---------------- ----------------
Revenue from external customers - - -
---------------- ---------------- ----------------
Reportable segment results
Listing expenses (58) - (58)
Impairment losses (905) (506) (1,411)
Unallocated corporate income
and expenses (451) (299) (750)
----------------
Profit before taxation (2,219)
Segment assets and liabilities
Segment assets
Reportable segment assets 4 108 112
----------------
Consolidated total assets 112
Segment liabilities
Reportable segment liabilities 628 2,002 2,630
Issued loan notes 10 1,394 1,404
----------------
Consolidated total liabilities 4,034
Other segment information
Depreciation of property,
plant and equipment - 217 217
Written off of assets 905 - 905
Impairment loss on property,
plant and equipment - 506 506
3. Basic and diluted profit/(loss) per share
The basic loss per share is calculated by dividing the loss of
GBP276,000 (30 September 2015 - GBP368,000; 31 March 2016 -
GBP2,222,000) attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding during the period,
which is 185,625,787 (30 September 2015 - 128,970,152; 31 March
2016 - 167,030,976).
For the six months to 30 September 2015 and 30 September 2016,
the options and warrants on the ordinary shares were considered to
be non-dilutive due to the losses incurred.
4. Reconciliation of operating loss to net cash outflow from operating activities
Six months Six months
to to Year ended
30 September 30 September 31 March
2016 2015 2016
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Loss for the period (275) (365) (2,219)
Adjustments for :
Depreciation charges - 105 217
Impairment loss on
property, plant and
equipment - - 506
Write-off of other
receivables - - 905
Share based payments - 57 -
-------------- -------------- --------------
Operating cash flow
before movement in
working capital (275) (203) (591)
Increase in receivables (1) (5) -
Increase in payables 225 86 354
-------------- -------------- --------------
Cash utilised in
operations (51) (122) (237)
5. Called up Share Capital
The issued share capital as at 31 March 2016, per the audited
accounts was 185,625,787 Ordinary Shares of 0.001p each. No share
has been issued during the period.
6. Business combinations and investments
As at 30 September 2016, the Company held the following
subsidiaries:
Place Attributable
of incorporation Issued equity Principal
Name of company and operation share interest Activities
capital
-------------------- ----------------- ----------- ------------ --------------------
Tricor Environmental Singapore SG$ 600,000 100% Mining and quarrying
Private Limited sand
Tricor Minerals Singapore SG$ 372,820 72% Extraction of
Private Limited iron sand
Tricor Resources Philippines SG$ 124,820 72% Trading of iron
Trading Private sand
Limited
Subsidiary held by Tricor Environmental Private
Limited
Sea Wind Group British US$ 550 100% Dormant
Limited Virgin
Islands
The class of shares held for the above consists of ordinary
share capital. The Company directly holds the interest in the
subsidiaries.
7. Financial Liabilities - Borrowings
Six months Six months
to to Year ended
30 September 30 September 31 March
2016 2015 2016
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Non-current
Unsecured loan 1,538 1,320 1,402
Convertible loan 80 - 10
---------------- ---------------- ----------------
Total non-current
borrowings 1,618 1,320 1,412
Current
Secured loan 32 32 32
Unsecured loan 64 49 49
---------------- ---------------- ----------------
Total current borrowings 96 81 81
---------------- ---------------- ----------------
Total borrowings 1,714 1,401 1,493
Six months Six months
to to Year ended
30 September 30 September 31 March
2016 2015 2016
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Loan maturity analysis
Less than one year 96 81 81
In more than one
year but not more
than five years 1,618 1,320 1,412
---------------- ---------------- ----------------
Wholly repayable
within five years 1,714 1,401 1,493
On 23 December 2015, the Company entered into a working capital
facility agreement with Reed Works Limited ("Reed Works"). Based on
the agreement, Reed works could fund the Company up to a maximum of
GBP300,000 in the form of interest-free, unsecured convertible loan
notes ("CLN") based on the following terms:
(1) Reed Works or the Company has the right to convert the CLN
to ordinary shares at the conversion rate of 0.3p for each ordinary
share
(2) For each of the ordinary share issued to Reed Works upon
conversion of the CLN, Reed Works will be issued 4 warrants, which
are exercisable at any time until 31 December 2018 at 0.3p per
warrant.
On 15 January 2016, the Company drew down GBP10,000 of the
working capital facility provided by Reed Works and issued to Reed
Works GBP10,000 CLN ("Tranche 1 Note") which are convertible into
3,333,333 ordinary shares at any time on or before 31 December 2018
at the conversion rate of 0.3p for each ordinary share and upon
conversion of the Tranche 1 Note, the Company will issue 13,333,332
warrants. These warrants can be exercised at any time up until 31
December 2018 at an exercise price of 0.3p per warrant.
On 19 August 2016, the Company drew down GBP40,000 of the
working capital facility provided by Reed Works and issued to Reed
Works GBP40,000 CLN ("Tranche 2 Note") which are convertible into
16,666,666 ordinary shares at any time on or before 31 December
2018 at the conversion rate of 0.3p for each ordinary share and
upon conversion of the Tranche 2 Note, the Company will issue
66,666,664 warrants. These warrants can be exercised at any time up
until 31 December 2018 at an exercise price of 0.3p per
warrant.
On 10 August 2016, Reed Works sent the Company a notice,
exercising their right in subscribing to an additional GBP30,000 of
0% unsecured convertible loan notes ("Tranche 3 Notes"). Upon
conversion of the Tranche 3 Notes, Reed Works will be issued
another 10,000,000 ordinary shares (representing 5.4% of the
current issued share capital) and 40,000,000 warrants (representing
approximately 21.5% of the current issued share capital). These
warrants can be exercised at any time up until 31 December 2018 at
an exercise price of 0.3p per warrant.
8. The unaudited results for period ended 30 September 2016 do
not constitute statutory accounts within the meaning of Section 435
of the Companies Act 2006. The comparative figures for the year 31
March 2016 are extracted from the statutory financial statements
which have been filed with the Registrar of Companies and which
contain an unqualified audit report with an emphasis of matter
paragraph on the going concern basis of accounting and did not
contain statements under Section 498 to 502 of the Companies Act
2006.
9. Copies of this interim statement are available from the
Company at its registered office at Finsgate, 5-7 Cranwood Street,
London, EC1V 9EE. The interim statement will also be available on
the company website www.tricor-plc.co.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BGBDDGGBBGLD
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