TIDMACO
RNS Number : 8949N
Acorn Minerals PLC
31 July 2014
31 July 2014
ACORN MINERALS PLC
("Acorn" or the "Company")
Final Results for the year ended 31 March 2014 and notice of
AGM
NOTICE OF AGM
Copies of the Annual Report and Accounts for the year ended 31
March 2014 and the Notice of Annual General Meeting ("AGM") were
posted to shareholders today.
The AGM is to be held at 16 Great Queen Street, London WC2B 5DG
at 10 a.m. on Wednesday 10 September 2014.
A copy of the Annual Report and Accounts together with the AGM
notice is available from the Company's website at
http://www.acornminerals.com.
ANNUAL REPORT AND ACCOUNTS
Chairman's Report
It is with pleasure that I present the annual report to
shareholders for the year ended 31(st) March 2014.
In the past 12 months your board has continued to identify and
assess suitable opportunities in the mining, minerals & energy
sectors, including both conventional and alternative energy
projects as well as mining and energy infrastructure projects that
are consistent with our investment strategy.
To date we have reviewed well over 20 projects that meet this
criteria including one where we reached the point of entering into
conditional agreements with the target shareholders. As a result of
advancing to this stage we sought to have the shares of the company
suspended pending carrying out a due diligence review.
Unfortunately this 2 month long review revealed issues that
posed a risk to the value of the project in question that were
unacceptably high and consequently on 9(th) July 2014 we advised
the LSE that a number of the conditions precedent to the offer
could not be met and that our offer had been terminated. Shares in
Acorn resumed trading on 10(th) July 2014.
Whilst it was disappointing to carry out as much work as we had
only to terminate the agreement your board did so because it was
concluded that to proceed would not have been in the best interests
of shareholders.
At the period end we have approximately GBP1.319m cash, no debt
and continue to keep administration costs to a minimum so that
maximum funds can be dedicated to the review of, and potentially
investment in, suitable projects.
We will continue to review projects where we believe value can
be created for Acorn shareholders which requires considerable work
by your board and on your behalf I thank my fellow directors
Charles Goodfellow and Brent Fitzpatrick for their effort and
commitment to this cause and I also thank you for your ongoing
support.
Tony Brennan
Executive Chairman
For further information, please contact:
Acorn Minerals Plc Tel: +61 8 9322 5944
www.acornminerals.com
Anthony Brennan, Executive Chairman
Shore Capital Tel: 020 7408 4090
Bidhi Bhoma / Toby Gibbs (corporate finance)
Jerry Keen (corporate broking)
Directors' Report
As at 31(st) March 2014
The Directors have pleasure in presenting their report and the
financial statements for the year ended 31(st) March 2014.
Principal activity
The principal activity of the company is that of an investment
company with a view to investing in the mining, minerals and energy
sectors.
Business review
It has no operating history, and no revenues or results of
operations, meaning that there is no basis on which to evaluate the
company's performance or its ability to achieve its business
objective of acquiring and operating a suitable energy or mining
company or project. The company will only commence operations and
will not generate any revenues from operations, if any, unless and
until an acquisition has been completed, and there can be no
guarantee that an acquisition will be completed.
The company's business strategy and business model depend on the
successful completion of an acquisition and on the effective and
successful running of the company or project acquired. There can be
no guarantee that the Directors will be able to identify a suitable
target acquisition, that the acquisition will be successfully
completed, or that the company or project acquired will be
profitable, which may have a material adverse effect on the
company's business financial condition or results of
operations.
This review does not contain information regarding the impact of
the business on the environment, the company's employees or the
social and community issues surrounding the company.
The company has letters of appointment in place with each of the
Directors.
The company, the Directors and Delta Capital Pty Ltd entered
into a Corporate Advisor Mandate dated 16(th) August 2012, pursuant
to which each of Delta Capital Pty Ltd in association with Stellar
Securities, has severally agreed to provide general corporate
advice to the company, including in respect of the Placing. Delta
Capital Pty Ltd in association with Stellar Securities are mandated
to use reasonable endeavours to identify suitable opportunities for
the company to invest in the mineral and mining sector, including
opportunities in conventional energy and alternative energy sources
mining and energy infrastructure projects and minerals exploration,
and the mining sector generally.
The company and the Registrar have entered into the Registrar
Agreement dated 13(th)
February 2012, pursuant to which the Registrar has agreed to act
as registrar to the
company and to provide transfer agency services and certain
other administrative services to the company in relation to its
business and affairs.
A review of the company's activities and future developments are
set out within the Chairman's report.
Directors' report (continued)
Directors & their interests
The Directors who served during the year, and their interests,
are as stated below:
At 1 April 2013 At 31 March 2014
No of ordinary No of ordinary
Shares Shares
A Brennan 1,000,000 1,000,000
N B Fitzpatrick - -
C E Goodfellow - -
Each of the three directors hold 150,000 (2013: 150,000)
ordinary share options of 2p shares.
Since the year end there have been no changes to the shares held
by the Directors.
Substantial shareholdings
At the date of this report, the Directors were aware of the
following shareholding in excess of 3% in the company's issued
share capital:
Number of Percentage of issued
ordinary Shares ordinary share
capital
Lynchwood Nominees Ltd 1,300,000 9.1%
A Brennan 1,000,000 7.0%
Orion Resources Ltd 625,000 4.4%
A Coward 612,500 4.3%
T Coward 612,500 4.3%
Barclay Wells Ltd 593,750 4.2%
M Van Druten 562,000 3.9%
DVD BD 550,000 3.9%
Stellar Securities 500,000 3.5%
P Conboy 500,000 3.5%
C Coward 500,000 3.5%
L Van Druten 450,000 3.2%
P Coward 475,000 3.3%
Directors
The Board currently comprises three Directors, all of whom have
extensive experience in investment, corporate finance and project
assessment regionally and internationally and are well-placed to
implement the company's business objective and strategy. Any
further appointments to the Board would be made after due
consideration to the company's requirements and to the availability
of candidates with the requisite skills and where applicable, depth
of sector experience.
Anthony Thomas Brennan, B.Bus CA, Executive Chairman
Mr Brennan is a Chartered Accountant by profession with a career
of over thirty years and has been a Director of the company since
its incorporation. He was previously a partner in an
Australian national accounting firm and has extensive experience
in financial management.
Since leaving the profession in 1990, Mr Brennan has played a
leading role in a number of
Australian resource companies, including the role of Managing
Director of Mount Edon Gold
Directors' report (continued)
Mines Limited for seven years. Mount Edon Gold Mines Limited was
an ASX listed company that discovered and developed the
multimillion ounce Tarmoola Gold mine in Western Australia which in
1997 was subject of a $A200+ million takeover by Canadian miner
Teck.
He has since held the position of Chairman or Managing Director
of a number of ASX listed mining and exploration companies.
In 2004, he founded Delta Capital Pty Limited to provide
boutique investment banking and corporate advisory services and the
company is the holder of a current Australian Financial
Services licence (AFS licence number 277935). Delta Capital Pty
Limited has provided corporate advice to, brokered transactions and
raised capital for companies involved in the US oil and gas
industry, the Australian gold mining industry, South African coal
mining industry, minerals exploration in Australia, South America
and Africa, the US coal industry and the Australian alternative
energy sector. In recent years, Delta Capital Pty Ltd has
introduced clients in both the alternative energy and conventional
energy sectors to the London capital markets from which those
companies have raised funding in excess of US$120 million in both
alternative energy and conventional energy sectors.
Charles Edouard Goodfellow, Non-executive Director
Mr Goodfellow has over 25 years' experience in stockbroking,
having worked at City firms such as Sheppards and Chase,
Charterhouse Tilney, NCL Investments, Peel Hunt, Panmure Gordon and
Libertas Capital covering a broad range of institutional clients in
the UK and the Continent.
Mr Goodfellow has spent the last three years with Novus Capital
Markets in Corporate Finance where he has been involved in fund
raisings for a range of small private and public companies in the
oil & gas natural resources, and clean technology sectors.
Mr Goodfellow specializes in targeting early and development
stage opportunities, developing relationships with management
teams, advising and assisting those teams, raising funds for those
projects and offering follow-on services. Having worked in both the
private and public company funding area, Mr Goodfellow is
experienced at bridging the gap between private and public
companies. Mr Goodfellow is fluent in several European languages
and is an FCA Approved Person.
Nigel Brent Fitzpatrick MBE, Non-executive Director
Mr Fitzpatrick has over 20 years' experience as a corporate
finance consultant. In the last 15 years he has been instrumental
in advising a number of companies on their acquisitions, funding
and subsequent flotations. Mr Fitzpatrick was Chairman of Global
Marine Energy PLC, a listed oil services company. He is currently
Chairman of RiskAlliance Group Ltd, Halcyon Oil & Gas Limited
and Aboyne-Clyde Rubber Estates of Ceylon Limited. He is a member
of the Audit Committee Institute. In the Queen's Birthday Honours
List 2012, Mr Fitzpatrick was awarded an MBE for services to
education.
Directors' report (continued)
Strategic decisions
The Board will provide leadership within a framework of
appropriate and effective controls. The Board will set up, operate
and monitor the corporate governance values of the company, and
will have overall responsibility for setting the company's
strategic aims, defining the business objective, managing the
financial and operational resources of the Company and
reviewing the performance of the officers and management of the
company's business both prior to and following an acquisition.
Financial risk management
The company has a simple capital structure and its principal
financial asset is cash. The company has no material exposure to
market risk or currency risk, and the Directors manage its exposure
to liquidity risk by maintaining adequate cash reserves.
Further details regarding risks are detailed in note 6 to the
financial statements.
Political and charitable contributions
During the period the company made no political or charitable
donations (2013: GBPnil).
Corporate governance
As a company listed on the Standard Segment of the Official List
of the UK Listing Authority, the company is not required to comply
with the provisions of the Corporate Governance Code.
We do not comply with the UK Corporate Governance Code. However,
in the interests of observing best practice on corporate
governance, the company intends to have regard to the provisions of
the Corporate Governance Code insofar as is appropriate, except
that:
-- Given the size of the Board and the company's current
non-operational status, certain provisions of the Corporate
Governance Code (in particular the provisions relating to the
composition of the Board and the division of responsibilities
between the Chairman and chief executive and executive
compensation), are not being complied with by the company as the
Board considers these provisions to be inapplicable to the
company.
-- Until an acquisition is made the company will not have
separate audit and risk, nominations or remuneration committees.
The Board as a whole will instead review audit and risk matters, as
well as the board's size, structure and composition and the scale
and structure of the Directors' fees, taking into account the
interests of shareholders and the performance of the company.
Following the completion of an acquisition, the Board intends to
put in place audit and risk, nomination and remuneration
committees.
-- The Corporate Governance Code recommends that the submission
of all Directors for re-election at annual intervals. None of the
Directors will be required to be submitted for re-election until
the first annual general meeting of the company following an
acquisition.
The directors are responsible for internal control in the
company and for reviewing effectiveness. Due to the size of the
Company, all key decisions are made by the board in full. The
directors have reviewed the effectiveness of the company's systems
during the period under review and consider that there have been no
material losses, contingencies or uncertainties due to weaknesses
in the controls. The board do not consider an internal audit
function is necessary due to the company being a 'cash shell'.
Directors' report (continued)
Share Capital and voting rights
Throughout the year the Company's authorised, allotted and
called up share capital has been GBP285,760 divided into 14,288,005
ordinary shares of 2p each. Each ordinary share has full voting
rights.
Going concern
The company's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Directors report.
The company has adequate resource and the Directors believe that
the company is well placed to manage its business risks
successfully.
The Directors have reasonable expectation that the company has
adequate resources to continue in operational existence for the
foreseeable future. Thus they adopt the going concern basis of
accounting in preparing these financial statements.
Carbon emissions
The Company is currently not trading with no head office or
employees other than its directors, and therefore has minimal
carbon emissions. It is not practical to obtain emissions data.
Financial risk management
The Company's financial risk management objective it to
minimise, as far as possible, the company's exposure to such risk
as detailed in note 6 to the accounts.
Directors' responsibilities
The Directors are responsible for preparing the Annual 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.
The Company has elected to prepare the financial statements in
accordance with International Financial Reporting Standards "IFRS"
as adopted by the EU 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 of the company and of their profit or
loss for that period.
In preparing the company 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 International Financial Reporting
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
its 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.
Directors' report (continued)
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
The directors confirm that:
-- so far as each director 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.
To the best of our knowledge:
-- the financial statements, prepared in accordance with IFRSs
as adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
company and the undertakings included in the consolidation taken as
a whole; and
-- the annual report, including the strategic report, includes a
fair review of the development and performance of the business and
the position of the company and the undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the Companies Act
2006.
Auditors
Grant Thornton were appointed to fill a casual vacancy.
A resolution to re-appoint Grant Thornton as auditors to the
company will be put to the members at the annual general
meeting.
This report was approved by the Board on 30(th) July 2014 and
signed on its behalf by
Mr B Fitzpatrick
Director
Strategic report
Business review
The Company has no operating history, and no revenues or results
of operations, meaning that there is no basis on which to evaluate
the company's performance or its ability to achieve its business
objective of acquiring and operating a suitable energy or mining
company or project. The company will only commence operations and
will not generate any revenues from operations, if any, unless and
until an acquisition has been completed, and there can be no
guarantee that an acquisition will be completed.
The Company's business strategy and business model depends on
the successful completion of an acquisition and on the effective
and successful running of the company or project acquired.
During the year under review the Company has continued to
identify and assess suitable opportunities in the mining, minerals
& energy sectors, including both conventional and alternative
energy projects as well as mining and energy infrastructure
projects that are consistent with our investment strategy.
The Company reached the point of entering into conditional
agreements with the target shareholders with one of the
opportunities reviewed. As a result of advancing to this stage we
sought to have the shares of the company suspended pending carrying
out a due diligence review. Unfortunately this 2 month long review
revealed issues that posed a risk to the value of the project in
question that were unacceptably high and consequently on 9(th) July
2014 we advised the LSE that a number of the conditions precedent
to the offer could not be met and that our offer had been
terminated. Shares in Acorn resumed trading on 10(th) July
2014.
This review does not contain information regarding the impact of
the business on the environment, the company's employees or the
social and community issues surrounding the company.
At the period end we have approximately GBP1.319m cash (2013 :
GBP1.428m), no debt and continue to keep administration costs to a
minimum so that maximum funds can be dedicated to the review of,
and potentially investment in, suitable projects.
The Company loss for the year is GBP126,645 (2013: loss of
GBP244,552). The administrative expenses have fluctuated this year
as expected due to the Company being a start-up, the costs change
dependent upon the projects being reviewed but the board is
committed to keeping these to a minimum.
The Company has no employees and has a board of 1 male executive
and 2 male non-executive directors.
Principal risks and uncertainties
The preservation of its cash balances remains a principal risk
for the company along with the uncertainty of identifying and
acquiring a suitable target company. The company is committed to
maintaining its minimal operational costs.
Further information about the Company's principal risks are
detailed in note 6.
Approved by the Board of Directors and signed on behalf of the
Board on 30 July 2014.
Mr B Fitzpatrick
Directors' Remuneration Report
As at 31(st) March 2014
This remuneration report sets out the company's policy on the
remuneration of executive and non-executive Directors together with
details of Directors' remuneration packages and service contracts
for the financial year ended 31(st) March 2014.
The first part, is the Annual Remuneration Report which details
remuneration awarded to directors and non-executive directors
during the year. The Annual Remuneration Report will be proposed as
an ordinary resolution to shareholders at the Annual General
Meeting in September 2014.
The second part, is the Remuneration Policy Report which details
the remuneration policy for directors. This policy is subject to a
binding vote by shareholders at the Annual General Meeting in
September 2014, and if approved will apply for a 3 year period
commencing 10 September 2014. The policy is very much in line with
the previous policy although the level of disclosure has increased
in accordance with the new regulations.
Until an acquisition is made the company will not have a
separate remuneration committee. The Board as a whole will instead
review the scale and structure of the Directors' fees, taking into
account the interests of shareholders and the performance of the
company and directors. Following the completion of an acquisition,
the Board intends to put in place a remuneration committee.
The company maintains contact with its shareholders about
remuneration in the same way as for other matters and, as required
by section 439 of the Companies Act 2006, this remuneration report
will be put to an advisory vote of the company's shareholders at
the Annual General Meeting on 10(th) September 2014.
Directors' Remuneration Report (continued)
Annual remuneration report
Directors emoluments (audited)
Directors Salaries Bonuses Benefits Pension Notional value Total to 31 March
and Of vesting 2014
Fees Share options
GBP
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Brennan 15,000 - - - - 15,000
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Goodfellow 6,000 - - - - 6,000
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Fitzpatrick 6,000 - - - - 6,000
---------------- --------- -------- --------- -------- --------------- ------------------
Directors Salaries Bonuses Benefits Pension Notional value Total to 31 March
and Of vesting 2013
Fees Share options
GBP
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Brennan 19,008 - - - - 19,008
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Goodfellow 7,000 - - - - 7,000
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Fitzpatrick 6,000 - - - - 6,000
---------------- --------- -------- --------- -------- --------------- ------------------
Mr A Brennan was appointed as Director of the company on its
incorporation on 28(th) December 2011 and his services are provided
to the company pursuant to a non-executive letter of appointment
between Delta Capital Pty Ltd and the company with effect from
28(st)
December 2011, under which GBP15,000 per annum is paid for Mr
Brennan's services, payment became due on the date of
admission.
Mr C Goodfellow was appointed as director of the company on
25(th) January 2012 and entered into a non-executive letter of
appointment with the company with effect from 25(th) January 2012,
under which he is entitled to receive a fee of GBP6,000 per annum
from that date, payment became due on the date of admission.
Mr B Fitzpatrick was appointed as director of the company on
21(st) March 2012 and his services are provided to the company
pursuant to a non-executive letter of appointment between Ocean
Park Developments Limited and the company with effect from 21(st)
March 2012, under which GBP6,000 per annum is paid for Mr
Fitzpatrick's services, payment became due on the date of
admission.
Share options
Each Director holds 150,000 options over Ordinary Shares at an
exercise price of GBP0.20 per share. The options vested immediately
upon the adoption of the Share option Scheme, and are exercisable
for three years thereafter.
The above share options are unexpired at the year end and had a
market price of GBP0.19 each at 31(st) March 2014 (2013 : GBP0.32),
during the period the lowest market price reported was GBP0.19 each
(2013 : GBP0.25) and the highest market price reported was GBP0.32
each (2013 : GBP0.55).
Directors' Remuneration Report (continued)
Payments to past directors
No payments were made to past directors in year ended 31 March
2014.
Payments for loss of office
No payments for loss of office were made in the year ended 31
March 2014.
Directors & their interests
The Directors who served during the year, and their interests,
are as stated below:
At 1 April 2013 At 31 March 2014
No of ordinary No of ordinary
Shares Shares
A Brennan 1,000,000 1,000,000
N B Fitzpatrick - -
C E Goodfellow - -
Each of the three directors hold 150,000 (2013: 150,000)
ordinary share options of 2p shares, with an exercise price of
20p.
Since the year end there have been no changes to the shares held
by the Directors.
Performance graph
A performance graph comparing, over the last two financial
years, the total shareholder return of an ordinary share in Acorn
Minerals Plc against the total shareholder return of the FTSE
All-share index is shown at page 14 of the Annual Report.
Remuneration of the Executive Chairman over the last two
years
Year Executive Chairman Executive Chairman Annual bonus payout Long-term incentive
Single total figure of against maximum vesting rates against
remuneration opportunity* maximum opportunity*
GBP % %
----- ------------------- ------------------------ -------------------- -----------------------
2014 Anthony Brennan 15,000 - -
----- ------------------- ------------------------ -------------------- -----------------------
2013 Anthony Brennan 19,008 - -
----- ------------------- ------------------------ -------------------- -----------------------
Directors' Remuneration Report (continued)
The Company does not have a Chief Executive so the table
includes the equivalent information for the Executive Chairman.
Percentage change in remuneration of director undertaking role
of Executive Chairman
Executive Chairman Other directors
2013 2012 % change 2013 2012 % change
Base salary 15,000 19,008 0% 12,000 13,000 0%
Benefits - - - - - -
Annual bonuses - - - - - -
2012 was for a period longer than 12 months, therefore on a like
for like basis there has been no increase or decrease.
The Company does not have a Chief Executive so the table
includes the equivalent information for the Executive Chairman.
The comparator group chosen is all of the directors as the
Company does not currently have any employees.
Relative importance of spend on pay
The total expenditure of the Company on remuneration to all
employees is shown below:
2013 2012
GBP GBP
Employee remuneration - -
Distribution to shareholders - -
Statement of Implementation of Remuneration Policy in the
following year
If the policy is approved at the Annual General Meeting in
September 2014 it is intended that the remuneration policy take
effect from 10 September 2014. The vote on the remuneration policy
is binding in nature. The Company may not then make a remuneration
payment or payment for loss of office to a person who is, is to be,
or has been a director of the Company unless that payment is
consistent with the approved remuneration policy, or has otherwise
been approved by a resolution of members.
Consideration by the directors of matters relating to directors'
remuneration
The board considered the directors' remuneration in the year
ended 31 March 2014. No increases were awarded and no external
advice was taken in reaching this decision.
Shareholder voting
At the Annual General Meeting on 23 July 2013, there was an
advisory vote on the resolution to approve the Remuneration Report
the result of which is detailed below:
% of votes for % of votes against % of vote withheld
100% - -
Directors' Remuneration Report (continued)
Remuneration Policy
The remuneration policy below is the Company's policy on
directors' remuneration, which will be proposed for a binding vote
at the 2014 AGM. If approved it is intended that the policy take
effect from 10 September 2014.
In setting the policy, the Board has taken the following into
account:
-- The need to attract, retain and motivate individuals of a
calibre who will ensure successful leadership and management of the
Company
-- The Company's general aim of seeking to reward all employees
fairly according to the nature of their role and their
performance
-- Remuneration packages offered by similar companies within the same sector
-- The need to align the interests of shareholders as a whole
with the long-term growth of the Company
-- The need to be flexible and adjust with operational changes
throughout the term of this policy
Future Policy Table
Element Purpose Policy Operation Opportunity
and performance
conditions
-------------- ---------- ------------------------------ ---------------- -----------------
Executive
directors
-------------- ---------- ------------------------------ ---------------- -----------------
Base salary To award The remuneration Paid The total
for of Directors is monthly value
services based on the recommendations and will of Directors'
provided of the Chairman be reviewable fees that
and comparison in 3 may be
with other companies years paid is
of a similar size from limited
and sector. Any date by the
Director who serves of admission. company's
on any committee, Articles
or who devotes of Association
special attention to GBP100,000
to the business per annum.
of the company,
or who otherwise
performs services
which in the opinion
of the Directors
are outside the
scope of the ordinary
duties of a Director,
may be paid such
extra remuneration
as the Directors
may determine.
-------------- ---------- ------------------------------ ---------------- -----------------
Pension N/A Not awarded N/A N/A
-------------- ---------- ------------------------------ ---------------- -----------------
Benefits N/A Not awarded N/A N/A
-------------- ---------- ------------------------------ ---------------- -----------------
Annual N/A There is no element N/A N/A
Bonus of remuneration
for performance.
-------------- ---------- ------------------------------ ---------------- -----------------
Share Options N/A Not awarded N/A N/A
-------------- ---------- ------------------------------ ---------------- -----------------
Directors' Remuneration Report (continued)
Remuneration Policy (continued)
Non-executive
directors
-------------- ---------- ------------------------------ ---------------- -----------------
Base salary To award The Board as a Paid The total
for whole determines monthly value
services the remuneration and reviewable of Directors'
provided of non-executive in 3 fees that
Directors based years may be
on the recommendations from paid is
of the Chairman date limited
and comparison of admission. by the
with other companies company's
of a similar size Articles
and sector. There of Association
is no element to GBP100,000
of remuneration per annum.
for performance.
Any Director who
serves on any
committee, or
who devotes special
attention to the
business of the
company, or who
otherwise performs
services which
in the opinion
of the Directors
are outside the
scope of the ordinary
duties of a Director,
may be paid such
extra remuneration
as the Directors
may determine.
-------------- ---------- ------------------------------ ---------------- -----------------
Pension N/A Not awarded N/A N/A
-------------- ---------- ------------------------------ ---------------- -----------------
Benefits N/A There is no element N/A N/A
of remuneration
for performance.
-------------- ---------- ------------------------------ ---------------- -----------------
Share Options N/A Not awarded N/A N/A
-------------- ---------- ------------------------------ ---------------- -----------------
Notes to the Future Policy Table
The Directors shall also be paid by the company all travelling,
hotel and other expenses as they may incur in attending meetings of
the Directors or general meetings or otherwise in connection with
the discharge of their duties.
Remuneration Scenario for Executive Directors
Anthony Brennan
A chart showing an indication of the possible level of
remuneration that would be received by Anthony Brennan the
Company's only Executive Director in the year commencing 1 April
2014 in accordance with the directors' remuneration policy is shown
on page 17 of the Annual Report.
Directors' Remuneration Report (continued)
Remuneration Policy (continued)
Notes
As there is no element of remuneration for
performance, Mr Brennan will receive his fixed
salary.
Approach to recruitment remuneration
All appointments to the board are made on merit. The components
of a new director's remuneration package (who is recruited within
the life of the approved remuneration policy) would comprise base
salary as outlined above and approach to such appointments are
detailed with in the future policy table above. The Company will
pay such levels of remuneration to new directors that would enable
the Company to attract appropriately skilled and experienced
individuals that is not in the opinion of the remuneration
committee excessive.
Service Contracts
The executive director and the non-executive Directors are
contracted under letters of appointment with the Company and do not
have a contract of employment with the Company. None of the
directors are entitled to receive compensation for loss of office,
they are all appointed on rolling three year contracts which are
subject to termination of one months' notice on either side and are
subject to annual re-election in accordance with the Company's
articles of association. The letters of appointment are kept at the
Company's registered office.
Policy on payment for loss of office
There are no contractual provisions agreed prior to 27 June 2012
that could impact on a termination payment. Termination payments
will be calculated in accordance with the existing letter of
appointment. It is the policy of the Company to appoint directors
without extended terms of notice which could give rise to
extraordinary termination payments.
Consideration of employment conditions elsewhere in the
Company
In setting this policy for directors' remuneration the Board has
been mindful of the Company's objective to reward all employees
fairly according to their role, performance and market forces.
However as the Company does not currently have any employees it has
not been able to consider the pay and employment conditions of
other employees within the Company nor has any consultation been
undertaken with employees in drawing up the policy as a result. The
Company has also not used any formal comparison measures.
Consideration of shareholder views
No shareholder views have been taken into account when
formulating this policy. In accordance with the new regulations, an
ordinary resolution for approval of this policy will be put to
shareholders at the AGM in September 2014.
Approved by
Mr B Fitzpatrick
Director
Independent Auditor's Report to the Members of Acorn Minerals
PLC
We have audited the financial statements of Acorn Minerals PLC
for the year ended 31(st) March 2014 which comprise the Statement
of Profit or Loss and Other Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity, the
Statement of Cash Flows and the related notes. The financial
reporting framework that has been applied in their preparation is
applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of directors and auditors
As explained more fully in the Directors' Responsibilities
Statement set out on pages 9 and 10, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view. Our responsibility
is to audit and express an opinion on the financial statements in
accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board's Ethical Standards for
Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
is provided on the Financial Reporting Council's website at
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 31(st) March 2014 and of its loss for the year then
ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act
2006
In our opinion:
-- the part of the Directors' Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act
2006; and
-- the information given in the Strategic Report and Directors'
Report for the financial year for which the financial statements
are prepared is consistent with the financial statements.
Independent Auditor's Report to the Members of Acorn Minerals
PLC (continued)
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the financial statements and the part of the Directors'
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Nicholas Page
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Gatwick
30 July 2014
Statement of Profit or Loss and Other Comprehensive Income
Year Period
ended ended
31 March 31 March
Note 2014 2013
GBP GBP
GBP
Revenue - -
Administrative costs (127,622) ,(101,546)
373)
Exceptional items 5 - (143,421)
Net finance costs 4 977 415
Loss before taxation (126,645) (244,552)
Taxation 7 - -
---------- -----------------
Loss for the period and total
comprehensive income attributable
to owners of the company (126,645) (244,552)
---------- -----------------
Loss per share 8
Basic and diluted (0.009) (0.036)
All activities of the company are classed as continuing
The notes Form part of these financial statements
Statement of Financial Position
As at As at
31 March 31 March
Note 2014 2013 GBP
GBP
CURRENT ASSETS
Trade and other receivables
9 - 62,300
Cash and cash equivalents 1,318,730 1,427,669
---------- ----------
Total current assets 1,318,730 1,489,969
LIABILITIES
Trade and other payables 10 (23,250) (67,844)
---------- ----------
Total current liabilities (23,250) (67,844)
---------- ----------
NET ASSETS 1,295,480 1,422,125
---------- ----------
EQUITY
Capital and reserves attributable
to owners of the company
Share capital 11 285,760 285,760
Share premium 1,380,917 1,380,917
Retained earnings (371,197) (244,552)
---------- ----------
1,295,480 1,422,125
---------- ----------
These financial statements were approved by the board of
Directors and authorised for issue on 30(th) July 2014. They were
signed on its behalf by:
Mr B Fitzpatrick
Director
Company Registration Number 07892904
The notes Form part of these financial statements
Statement of Changes in Equity
Year ended 31(st) March 2014
Shares Loss for Total
issued the period
GBP GBP GBP
Comprehensive Income
Loss and total
comprehensive income
for the period - (244,552) (244,552)
Transactions with
owners
-
Shares issued 285,760 - 285,760
Share premium 1,473,788 - 1,473,788
Share issue costs (92,871) - (92,871)
Balance at 31(st)
March 2013 1,666,677 (244,552) 1,422,125
---------- ------------ ----------
Loss for the year - (126,645) (126,645)
Balance at 31(st)
March 2014 1,666,677 (371,197) 1,295,480
---------- ------------ ----------
Statement of Cash Flows
Period ended 31(st) March 2014
Year ended Period
31 March ended
31 March
2014 2013
GBP GBP
Cash flows from operating activities
Operating Loss (127,644) (101,546)
Exceptional item ,- (143,421)
Decrease/(Increase) in receivables 62,300 (26,300)
(Decrease)/ Increase in payables (44,594) 67,844
----------- --------------
Net cash used in operating
cash flows (109,916) (203,423)
Cash flows from investing activities
Interest received 977 415
----------- --------------
Net cash generated from investing
activities 977 415
Cash flows from financing activities
Issue of share capital for
cash - 1,723,548
Share issue costs - (92,871)
----------- --------------
Net cash generated from financing
activities - 1,630,677
Net (decrease)/increase in
cash and cash equivalents (108,939) 1,427,669
Net cash at start of the period 1,427,669 -
----------- --------------
Cash and cash equivalents at
31(st) March 1,318,730 1,427,669
----------- --------------
Notes to the Financial Statements
1. Accounting policies
General information
The company is incorporated in England and Wales and is
domiciled in the UK. Its registered office and principal place of
business is at Thames House, Portsmouth Road, Esher, Surrey, KT10
9AD.
Basis of accounting
These financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS as adopted and
endorsed by the EU) and the Companies Act 2006 applicable to
companies reporting under IFRS. These comprise standards and
interpretations approved by the IASB together with interpretations
approved by the IASC that remain in effect and to the extent that
they have been adopted by the EU.
The financial statements have been prepared on the historical
cost basis and are presented in pounds sterling.
Changes in accounting policies
The accounting policies for the year are consistent with those
applied in the period to 31 March 2013. With the amendments arising
from IAS1: Presentation of Financial Statements - Presentation of
Items of Other Comprehensive Income have been applied early in
2013.
None of the new standards, interpretations and amendments, which
were effective for the year ended 31 March 2014:
IAS 12 (amended): Deferred tax - Recovery of underlying assets
(effective 1 January 2013);
IFRS 7 (amended): Disclosures - transfer of financial assets
(effective 1 January 2013); and
IFRS 13: Fair value measurement (effective 1 January 2013);
had a material effect on the company's financial statements.
Critical accounting estimates and judgements
Key risks are detailed in note 6.
To be able to prepare financial statements according to
generally accepted accounting principles, management and the Board
must make estimates and assumptions that affect the recorded asset
and liability items as well as other information, such as that
provided on provisions. These estimates are based on historical
experience and various other assumptions that management and the
Board believe are reasonable under the circumstances. The results
of these form the basis for making judgements about the carrying
values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under
different assumptions or conditions.
New standards and interpretations not yet adopted
At the date of approval of these financial statements, there
were no standards endorsed but not yet adopted by the EU that would
have a material impact on the company's results.
Notes to the Financial Statements (continued)
1. Accounting policies (continued)
Foreign currency
Transactions in foreign currencies are recorded at the rate of
exchange at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the reporting date
are reported at the rates of exchange prevailing at that date.
Going concern
The company's activities, together with the factors likely to
affect its future development and performance, the financial
position of the company, its cash flows and liquidity position have
been considered by the Directors, taking account of the current
market conditions which demonstrate that the company shall continue
to operate within its own resources.
The Directors believe that the company is well placed to manage
its business risks successfully, and that the company has adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, they consider it appropriate to adopt the
going concern basis in preparing the Annual Report and Financial
Statements.
Trade and other receivables
Trade and other receivables are recognised initially at fair
value plus transaction cost. Subsequent to initial recognition they
are carried at amortised cost. When objective evidence exists that
the asset is impaired the estimated irrecoverable amount is written
off to the Statement of Profit or Loss and Other Comprehensive
Income.
Trade and other payables
Trade and other payables are recognised initially at fair value
plus transaction cost. Subsequent to initial recognition they are
carried at amortised cost.
Taxation
Current tax including UK corporation tax is provided at amounts
expected to be paid (or recovered) using rates and laws that have
been enacted or substantively enacted at the balance sheet
date.
Deferred tax is provided in full at appropriate rates in respect
of taxation deferred by timing differences between the treatment of
certain items for taxation and accounting purposes, if those timing
differences are not permanent and have originated but not reversed
by the balance sheet date. The deferred tax balance has not been
discounted.
Timing differences are differences between taxable profits and
results as stated in the financial statements that arise from the
inclusion of gains and losses in tax assessments in periods
different from those in which they are recognised on the financial
statements.
Deferred tax assets are recognised only to the extent that the
Directors consider that it is more likely than not there will be
suitable taxable profits from which the future reversal of the
underlying difference can be deducted.
Notes to the Financial Statements (continued)
1. Accounting policies (continued)
Taxation (continued)
Deferred tax is measured on an undiscounted basis at the tax
rates that are expected to apply in the periods in which timing
differences reverse, based on tax rates and laws enacted or
substantively enacted at the balance sheet date.
Financial instruments
Financial assets and financial liabilities are recognised on the
company's statement of financial position when the company has
become party to the contractual provisions of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments and
bank overdrafts with an original maturity of three months or less.
Bank overdrafts are shown within borrowings in current liabilities
on the statement of financial position.
Share capital
Financial instruments issued by the company are classified as
equity only to the extent that they do not meet the definition of a
financial liability or a financial asset.
The company's ordinary shares are classified as equity
instruments.
Equity instruments
Where equity instruments are granted to persons other than
employees, the statement of comprehensive income is charged with
the fair value of goods and services received.
Exceptional items
Exceptional items are those which in the Directors view are
required to be separately disclosed by virtue of their size and
nature to enable a full understanding of the company's financial
performance.
Notes to the Financial Statements (continued)
2. Result from operations
The entity has not yet commenced trading and as such there is no
segmental activities to report on.
Results from operations are stated after charging:
2014 2013
GBP GBP
Auditors' remuneration -
Fees payable for audit of
accounts 10,000 8,500
Fees payable for other audit
services - 2,000
Fees payable for other non-audit
services - 9,750
------- -------
10,000 20,250
------- -------
3. Directors' remuneration
Directors received the following fees:
2014 2013
GBP GBP
A Brennan (Paid to Delta
Capital Pty Ltd) 15,000 19,008
B Fitzpatrick (Paid to Ocean
Park Developments Ltd) 6,000 6,000
C Goodfellow 6,000 7,000
------- -------
27,000 32,008
------- -------
Each of the Directors holds 150,000 (2013 : 150,000) share
options. No options were exercised in the period. Other than the
Directors there were no employees of the company.
4. Net finance costs
2014 2013
GBP GBP
Bank interest received on
cash deposits 977 415
977 415
----- -----
5. Exceptional item
2014 2013
GBP GBP
Listing costs - 143,421
- 143,421
---------------------- --------
The exceptional item represents all costs associated with the
listing on to the London Stock Exchange.
Notes to the Financial Statements (continued)
6. Financial instruments
The company is exposed through its operations to the following
financial risks:
Principal financial instruments
The principal financial instruments used by the company, from
which financial instrument risk arises, are as follows:
-- Cash and cash equivalents
A summary of the financial instruments held by category is
provided below:
0Financial Assets
Loans
and
Receivables
2014
GBP
Other debtors -
Cash and cash
equivalents 1,318,730
----------------
Total financial
assets 1,318,730
----------------
Loans
and
Receivables
2013
GBP
Other debtors 62,300
Cash and cash
equivalents 1,427,669
----------------
Total financial
assets 1,489,969
----------------
Notes to the Financial Statements (continued)
6. Financial instruments (continued)
Financial Liabilities
Carried
at amortised
cost
2014
GBP
Accruals 23,250
--------------
Total financial
liabilities 23,250
--------------
2013
GBP
Directors loan
account 8,000
Accruals 59,844
--------------
Total financial
liabilities 67,844
--------------
The Board has overall responsibility for the determination of
the company's risk management objectives and policies and, whilst
retaining ultimate responsibility for them. The Board's ultimate
objective is to set policies that seek to reduce risk as far as
possible without unduly affecting the company's competitiveness and
flexibility. Further details regarding these policies are set out
below:
Interest rate risk
The Company does not have an interest rate policy in isolation
but regularly reviews the interest rates being received on
deposits. The company is not operating in an overdraft
position.
Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions. For banks and financial
institutions, only independently rated parties with a minimum
rating 'A' are accepted.
Capital risk management
The company monitors "adjusted capital" which comprises all
components of equity (i.e. share capital, share premium and
retained earnings).
The company's objectives when maintaining capital are:
-- to safeguard the entity's ability to continue as a going
concern, so that it can provide returns for shareholders and
benefits for other stakeholders, and
-- to provide an adequate return by finding a suitable acquisition.
Notes to the Financial Statements (continued)
6. Financial instruments (continued)
The company sets the amount of capital it requires in proportion
to risk. The company manages its capital structure and makes
adjustments to it in the light of changes in economic conditions
and the risk characteristics of the underlying assets. In order to
maintain or adjust the capital structure, the company may adjust
the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt.
Liquidity risk
Liquidity risk arises from the company's management of working
capital. It is the risk that the company will encounter difficulty
in meeting its financial obligations as they fall due.
The proceeds raised from the placing are being held as cash
deposits to enable the company to fund an acquisition as and when a
suitable acquisition is found.
The following table sets out the contractual maturities
(representing undiscounted contractual cash-flows) of financial
liabilities:
Under 3 3 - 12 Total
Months Months
GBP GBP GBP
As at 31(st) March 2014
Trade and other payables 23,250 - 23,250
23,250 - 23,250
As at 31(st) March 2013
Trade and other payables 2,500 65,344 67,844
2,500 65,344 67,844
Cash in bank
A significant amount of cash is held with the following
institutions:
2014 2013
GBP GBP
HSBC PLC 1,318,730 1,427,669
1,318,730 1,427,669
---------- ----------
Sensitivity analysis
Sensitivity analysis has been performed on all risks documented.
There was no material difference to disclosures made on financial
assets and liabilities.
Notes to the Financial Statements (continued)
7. Taxation
The tax charge comprises
Mainstream corporation tax
deriving from losses for the
year at 23% (2013: 24%)
2014 2013
GBP GBP
Current Tax Charge - -
Deferred Tax - -
----- -----
Total tax on loss from ordinary - -
activities
----- -----
The tax charge for the period differs from that resulting from
applying the standard rate of UK corporation tax of 23% (2013: 24%)
to the loss before tax for the reasons set out in the following
reconciliation.
2014 2013
GBP GBP
Loss per the financial statements (126,645) (244,552)
---------- ----------------
Loss by rate of tax (29,128) (58,692)
Add items not deductible for
tax 37 34,421
Less loss carried forward 29,091 24,271
Tax charge per the accounts - -
---------- ----------------
At 31(st) March 2014 the company had corporation tax losses of
approximately GBP227,612 (2013: GBP101,131) that may be available
to carry forward against future profits. No deferred tax asset has
been recognised in respect of these losses due to there being
uncertainty as to whether sufficient future taxable profits will be
generated by the company in the near future, to prudently justify
this.
8. Loss per share
The calculation of the basic and fully diluted loss per share is
based on the loss for the period after tax of GBP126,645 (2013:
GBP244,552) divided by the weighted average issued ordinary shares
of 14,288,005 (2013: 6,770,291).
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. The company
has made a loss and the potential share options are therefore
anti-dilutive.
Notes to the Financial Statements (continued)
9. Trade and other receivables
2014 2013
GBP GBP
Unpaid share capital - 36,000
Other debtors - 26,300
------ -------
- 62,300
----------------------------- -------
All debtors are receivable within one year of the reporting
date, and are reported after taking impairment into account. As at
31(st) March 2014 there was no provision in respect of impairment,
and debts passed due amounted to GBPnil (2013: GBP62,300). All
amounts considered uncollectible have been written off.
The Directors consider that the carrying amount of trade and
other receivables approximates their fair value.
10. Trade and other payables
2014 2013
GBP GBP
Director's loan account - 8,000
Accruals 23,250 59,844
23,250 67,844
------- -------
The book values equate to their fair values.
11. Share capital
Authorised, allotted and called up share capital:
2014 2014 2013 2013
Number GBP Number GBP
Ordinary shares of GBP0.02
each at 31 March 14,288,005 285,760 14,288,005 285,760
Share options
The company has established an executive share option scheme,
the Acorn Minerals PLC Share Option Scheme, under which the options
have been granted to the Directors over ordinary shares. The Share
option scheme was adopted by the board on 8(th) October 2012, and
on that date each Director was awarded 150,000 options over
Ordinary Shares at an exercise price of GBP0.20 per share. The
options vested immediately upon the adoption of the Share option
Scheme, and are exercisable for three years thereafter.
The options have been valued, using the Black Scholes method, in
the Directors' view these are immaterial and as such the value has
not been included in the financial statements.
As at the period end 450,000 share options remain available for
exercise with the weighted average exercise price of GBP0.20. The
weighted average remaining contractual life of the share options is
2.5 years.
Notes to the Financial Statements (continued)
12. Related parties
Mr A Brennan, a Director of Acorn Minerals PLC is also a
Director of Delta Capital Pty Ltd. Delta Capital Pty Ltd has
entered into a Corporate Advisor Mandate with the company. During
the year the following was paid to Delta Capital Pty Ltd:
2014 2013
GBP GBP
Capital raising
fees - 54,225
Listing fees - 38,000
Project travel
costs reimbursed - 19,850
Directors fees 15,000 19,008
15,000 131,083
------- --------
Included within accruals is an amount of GBPnil (2013:
GBP38,000) relating to fees for services provided by Delta Capital
Pty Ltd.
Additionally, should Delta Capital Pty Ltd and/or Stellar
Securities identify and introduce the company to business
opportunities and the company takes up such opportunities, the
company has agreed to pay Delta Capital Pty Ltd and Stellar
Securities a success fee of GBP100,000 and to grant options that
equal 2% of the enlarged issued capital of the company after the
acquisition has been completed and any associated capital raisings
have been completed.
At the year end the company owed Mr A Brennan GBPnil (2013:
GBP8,000). This loan was due to payments made to the company
totalling GBP27,090 and repayments of GBP19,090. Subsequent to the
year end the loan balance has been waived by the director.
Mr B Fitzpatrick, a Director of Acorn Minerals PLC is also a
Director of Ocean Developments Ltd. During the year Directors' fees
of GBP6,000 (2013: GBP6,000) were paid to Ocean Developments Ltd on
behalf of Mr B Fitzpatrick.
During the period Project fees of GBPnil (2013: GBP2,000) and
Directors fees of GBP6,000 (2013: GBP7,000) were paid to Mr C
Goodfellow, a Director of Acorn Minerals PLC.
Mr D Brennan and Mr T Brennan who are sons of Mr A Brennan each
hold 25,000 shares in the company.
The Directors are the company's key personnel. Further details
of Directors' remuneration are detailed in note 3.
13. Controlling party
The company is not directly or indirectly controlled by any
single shareholder or group of shareholders who are connected.
14. Events after the reporting date
There have been no events occurring after the 31(st) March 2014
that impact on the disclosures in these financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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