TIDMPATH
RNS Number : 6501Y
Path Investments plc
10 September 2020
10 September 2020
Path Investments plc
("Path" or "the Company")
Final Results for the Year Ended 31 December 2019
Path Investments plc (TIDM: PATH), the natural resources
investment company, announces its audited results for the year
ended 31 December 2019.
Highlights
-- Sale of Legacy Turkish assets
-- A number of transactions were considered and certain progressed
in detail during the year
-- Strict cost control maintained, including restricted cash-paid
emoluments to Directors
-- Post year-end signed Asset Purchase Agreement for acquisition
of DT Ultravert
Enquiries:
Path Investments plc C/O IFC
Christopher Theis
IFC Advisory (Financial PR & IR) 020 3934 6630
Tim Metcalfe
Zach Cohen
Grant Thornton UK LLC (Financial Adviser)
Samantha Harrison
Harrison Clarke 020 7383 5100
Keith, Bayley, Rogers & Co. Limited (Broker)
07776 30 22
Brinsley Holman 28
07506 43 41
Graham Atthill-Beck 07
About Path Investments plc
The strategy of the Company is focused on delivering a material
acquisition in natural resources production or near production
assets with the objective of providing the Company's shareholders
with access to a low risk and, over time, diversified portfolio
which can offer a dividend stream as well as offering development
potential for capital growth. The Directors are focused on the
creation of a diversified portfolio of assets that is mindful of
the maturity of asset developments, life of income stream and the
potential for growth, and a number of opportunities have been
evaluated and developed.
CHAIRMAN'S STATEMENT
Review
The year commenced with the sale of the legacy Turkish assets in
January 2019. This was a welcome development and the result of
patient discussion. Further details are contained within the
Financial Review.
As foreshadowed in my report last year, your directors spent a
great deal of time carrying out due diligence studies over a number
of potential transactions, culminating in the signing of a Share
Purchase Agreement with FineGems Extraction Corporation ("FGE") in
August, offering shareholders exposure to the tourmaline volume
marketplace and high grade manganese production.
As Chris notes in his report below, the global pandemic has
affected all walks of life, and the semi-precious gemstone and
manganese markets have not been insulated from this. It seemed
sensible therefore to allow the Agreement to lapse in early 2020
and to concentrate our efforts on assets that are initially less
capital intensive and at the same time potentially highly
impactful.
The DT Ultravert transaction would appear to offer those
characteristics. The use of nitrogen within the technology brings
clear environmental benefits, as well as providing cost benefits to
well owners. There may be a number of other markets where the
technology could be of use, offering other potential revenue
streams to the company. Having signed a binding Asset Purchase
Agreement with the vendors, we look forward to completion of the
transaction with the publication of a prospectus shortly.
The directors continue to manage the company's modest cash
reserves judiciously, and as such have received restricted
remuneration to date.
Nigel Brent Fitzpatrick
Non-Executive Chairman
CHIEF EXECUTIVE OFFICER'S REPORT
OPERATIONAL REVIEW
The Company was incorporated and registered in England and Wales
on 2 June 2000 under the Companies Act 1985 as a public company
limited by shares with the name Hallco 459 plc and with registered
number 04006413. On 28 November 2000, the Company changed its name
to The Niche Group PLC. On 20 February 2016, the Company changed
its name to Path Investments Plc. It is domiciled and its principal
place of business is in the United Kingdom and is subject to the
City Code.
The strategy of the Company is focused on delivering a material
acquisition in natural resources production or near production
assets with the objective of providing the Company's shareholders
with access to a low risk and, over time, diversified portfolio
which can offer a dividend stream as well as offering development
potential for capital growth. The Directors are looking to create a
diversified portfolio of assets that is mindful of the maturity of
asset developments, life of income stream and the potential for
growth, and a number of opportunities have been evaluated and
developed. The Company is open to ideas but intends that the
Reverse Takeover will be of a business that can act as the
cornerstone for building a substantial group within the sector.
The Company was admitted to the Official List by way of a
Standard Listing and to trading on the London Stock Exchange's Main
Market for listed securities on 30 March 2017. The Company's shares
are currently suspended from trading pending completion of a
binding transaction, for which there can be no guarantee of
certainty.
The Company has not traded over the past twelve months. Over
that period its expenses have related to pre-deal costs,
professional and associated expenses related to advisory and
consultancy fees, along with general administration expenses.
The previous sustained period of high commodity prices had seen
companies in the sector raise their appetite for risk. The
subsequent fall in commodity prices has led to pressure on project
commitments and cash flow shortages which have left many proven and
producing projects starved of capital. This is particularly acute
at the smaller end of the quoted sector where capital commitment
obligations are much higher.
The Directors believe that attractive opportunities currently
exist to acquire interests in producing resource assets which are
profitable and have future development potential. In addition to
the decreased costs at which interests in assets can be acquired in
the current climate, new entrant advantages include ongoing
reductions in project costs along with, in many cases, the benefits
of significant historically incurred costs, existing infrastructure
and technical understanding. Revenue generation from some of these
assets can be either immediate or imminent.
The Company intends to focus on identifying acquisition
opportunities which are, in the opinion of the Directors,
underperforming, undeveloped and/or currently undervalued, and
where the Directors believe that their expertise and experience, in
conjunction with that of the incumbent management, can be deployed
to facilitate growth and unlock inherent value.
A number of transactions were considered and certain progressed
in detail during the year. On 5(th) November 2018 the Company
announced that it had decided to withdraw from its previously
announced Conditional Farm-In Agreement with 5P Energy GmbH, under
which Path will acquire a 50% Participating Interest in the
Alfeld-Elze II License and field, subject to completion. Post the
review period, on 18(th) January 2019 the Company also announced
the signing of a Heads of Agreement for the proposed acquisition of
ARC Marlborough Pty. Limited. The Company withdrew from
negotiations on 13 March 2019.
Whilst this was regrettable, there is a risk/reward trade-off to
each transaction, where the risk may change over time, particularly
during a negotiation period. This proved to be the case in both of
these instances.
FINANCIAL REVIEW
In the year ended 31 December 2019, the Company recorded a loss
of GBP317,647 (2018 restated loss: GBP1,331,341).
On 30th January 2019, the Company disposed of its 5% interest in
ARAR and Alpay Enerji AS for a consideration of GBP400,000,
together with the transfer by their major shareholder of 357,412
Ordinary Shares in the Company to be held in Treasury and 357,412
Deferred Shares for cancellation. The Company currently has no
distributable earnings from which a distribution to deferred
shareholders can be made, and alternative methods of returning
value to such shareholders are under consideration. Such funds
received were therefore used towards the satisfaction of the
Company's debts.
Cash flow
During the year, the Company issued convertible loan notes
amounting to GBP11,000 and repaid GBP10,000 pursuant to an
instrument to issue GBP150,000 nominal convertible unsecured loan
stock in 2018 of which a total of GBP94,000 has been issued
Christopher Theis
Chief Executive Officer
strategic report
The Directors present their strategic report on the company for
the year ended 31 December 2019.
Principal Activities
Path Investments Plc is a public company incorporated under the
Companies Act 1985 and domiciled in the United Kingdom. The
strategy of the Company is focused on delivering a material
acquisition in natural resources production or near production
assets with the objective of providing the Company's shareholders
with access to a low risk and, over time, diversified portfolio
which can offer a dividend stream as well as offering development
potential for capital growth.
Business Review
The Directors are looking to create a diversified portfolio of
assets that is mindful of the maturity of asset developments, life
of income stream and the potential for growth, and a number of
opportunities have been evaluated and developed. The Company is
open to ideas but intends that the Reverse Takeover will be of a
business that can act as the cornerstone for building a substantial
group within the sector.
The requirements of the enhanced business review are contained
in the Chairman's Statement and in the Operational and Financial
Reviews on pages 3 - 5 of this document.
Key performance indicators
The Company has not traded over the past twelve months and the
Directors are of the opinion that analysis using key performance
indicators is not necessary for an understanding of the business at
the present time.
Position of the Company's business at the year-end
At the year-end, the Company's Statement of Financial Position
shows net liabilities totalling GBP1,905,186.
The future plans of the Company
On 27th May 2020 the Company announced the conditional
acquisition of a patented proprietary technology DTU for use
initially within the oil and gas sectors from Zoetic International
plc. The Transaction is considered a Reverse Takeover and as such
trading in the Company's shares is suspended. A Prospectus is
required to be published prior to a re-Admission of the Company's
ordinary shares to trading on the London Stock Exchange. This
process is underway; the publication of our 2019 results forms an
integral part of the procedure.
Employees
The Company's only employee is its one Executive Director. There
are no other employees.
Employee gender diversity
Male Female
Directors of the company 3 -
Total number of employees 1 -
Principal risks and uncertainties
The Company is subject to various risks relating to investments,
industry, business and financial conditions. The following risk
factors, which are not exhaustive, are particularly relevant to the
Company and its business activities:
Risk Mitigation
Due diligence on potential investments
----------------------------------------
Any due diligence by the Company The Company intends to conduct
in connection with a proposed such due diligence as it deems
investment may not reveal all reasonably practicable and appropriate
relevant considerations or liabilities, based on the facts and circumstances
which could have a material adverse applicable to any potential investment
effect on the Company's financial prior to entering into any legally
condition or results of operations. binding agreement in connection
There can be no assurance that therewith to acquire any assets.
the due diligence undertaken The objective of the due diligence
with respect to a potential investment process will be to identify material
opportunity will reveal all relevant issues which might affect the
facts that may be necessary to decision to proceed with any
evaluate such opportunity. The one particular investment opportunity
Company may also make subjective or the consideration payable
judgements regarding the results for that investment.
of operations, financial condition
and prospects of a potential
investment opportunity which
by their nature may subsequently
result in substantial impairment
charges or other losses.
----------------------------------------
Lack of control over investment
----------------------------------------
It is likely that, in many cases, The Company will seek the greatest
the Company will acquire an interest protection it can when negotiating
in an underlying asset which the investment instrument. The
does not confer upon it the ability company considers contingency
to control the underlying asset. plans in the event of default
Accordingly, the Company's decision or non-performance of partners
making authority may be limited. or material counterparties.
Such investments may also involve
the risk that such other stakeholders
may become insolvent or unable
or unwilling to fund additional
investments in the underlying
asset.
----------------------------------------
Operational risk in sector
----------------------------------------
Activities in the resources sector The Company will make use of
can be dangerous and may be subject industry norm insurance arrangements
to interruption. The assets in as well as ensuring best operational
which the Company will make investments practices are strictly adhered
are subject to the significant to.
hazards and risks inherent in
the resources sector and countries
in which the underlying assets
are located. Disruption caused
by such risks could affect the
Company's performance, financial
condition and business prospects.
----------------------------------------
Lack of operational control
----------------------------------------
The Company will need to rely The Company will, through its
on third parties to operate its membership of each respective
assets and will not have direct asset's Operational Committee,
control over production from have direct involvement in day
its assets. Any failure by an to day decisions.
external contractor may lead
to delays or curtailment of the
production, transportation, or
delivery of natural resources
products and result in adverse
effect on the revenues to the
Company.
----------------------------------------
Additional cost contribution
----------------------------------------
The Company may be required to Whilst it is difficult to mitigate
contribute to unexpected costs against unexpected costs, best
in the underlying assets in which operational practices and tight
it invests. budgetary control assist in the
avoidance of such events.
----------------------------------------
Investments that do not proceed
to completion
----------------------------------------
The Company expects to incur The Company will seek to minimise
certain third party costs associated such costs with reference to
with any investment opportunity its current financial resources.
that may ultimately lead to a
completed transaction. The greater
the number of these deals that
do not reach completion, the
greater the impact of such costs
on the Company's performance,
financial condition and business
prospects.
----------------------------------------
Resource Sector conditions
----------------------------------------
The Company's revenues, profitability The Company takes a conservative
and future growth are substantially approach to making investment
dependent on prevailing prices decisions and these decisions
of the natural resources into are based upon a detailed assessment
which it chooses to invest and of expected natural resource
its ability to either enter into, prices. The methodologies used
realise or seek a return from to assess investments against
its investments. The prices of future natural resource prices
natural resources are subject are in line with best practice
to large fluctuations in response generally adopted in the natural
to a number of factors including resources industry.
relatively minor changes in the
supply of, and demand for natural
resources, in addition to other
factors beyond the control of
the Company.
----------------------------------------
Foreign currency exposure
----------------------------------------
Investments in overseas assets The Company may seek to manage
will expose the Company to exchange its foreign exchange exposure
rate fluctuations. by active use of hedging and
derivative instruments.
----------------------------------------
Further funding for investments
----------------------------------------
The Company's investments or The Company will not enter into
future acquisitions, expansion, any binding agreement without
activity and/or business development assurance of requisite funding
will require additional capital, being in place. The company is
whether from equity or debt sources. actively seeking to diversify
There can be no guarantee that its sources of funding to mitigate
the necessary funds will be available against the risk of any single
on a timely basis, on favourable source becoming inaccessible.
terms, or at all, or that such
funds if raised, would be sufficient.
----------------------------------------
Credit & Counterparty risks
----------------------------------------
Any investment concluded by the The Company considers the credit
Company could underperform due and counterparty risks of the
to one or more of the partners different partners and customers
or counterparties (both suppliers in any investment it considers
and customers) to the project and where necessary seeks to
defaulting or not performing. transfer, insure or prepares
contingency plans in the event
of default or non-performance.
----------------------------------------
Regulatory Risks
----------------------------------------
In all EU markets where access The Company will invest in countries
to markets and to most of the with established and stable regulatory
logistical infrastructure are regimes and actively monitors
regulated, the Company is exposed the regulatory policies and regimes
to changes in regulations that to anticipate and wherever possible
could substantially alter the mitigate the impact of regulatory
economics of market access and changes.
logistics. In turn, this could
alter the economics of investments
in natural resources. Similarly,
all markets have regulated fiscal
regimes for natural resources
and changes to these natural
resource regimes could materially
impact the returns on investments.
----------------------------------------
Covid-19 - global pandemic
----------------------------------------
In March 2020 the WHO announced The Company has put in place
that Covid-19 was a global pandemic. measures to protect its personnel
from the risk of Covid-19. All
personnel are able to work remotely
and further measures have been
put in place to ensure meetings
can take place remotely. All
unnecessary travel has been stopped
and government guidance has been
adhered to.
----------------------------------------
The Strategic Report was approved by the board of Directors and
signed on its behalf by:
Christopher Theis
Chief Executive Officer
INDEPENT AUDITORS' REPORT
Opinion
We have audited the financial statements of Path Investments Plc
(the 'company') for the year ended 31 December 2019 which comprise
the Statement of Comprehensive Income, the Statement of Changes in
Equity, the Statement of Financial Position and the Statement of
Cash Flows and notes to the financial statements, including a
summary of significant accounting policies. 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.
In our opinion, the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 31 December 2019 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.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1.2 in the financial statements, which
identifies conditions that may cast significant doubt on the
company's ability to continue as a going concern. The company
incurred a net loss of GBP317,647 during the year ended 31 December
2019 and, as of that date, had net liabilities of GBP1,905,186.
The ability of the company to continue as a going concern
depends on the continued financial support of its creditors and
directors, and the ability to raise further equity funds.
As stated in note 1.2, these events or conditions indicate that
a material uncertainty exists that may cast significant doubt on
the company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
Our application of materiality
We have determined the materiality for the financial statements
as a whole to be GBP14,400, calculated based on 2% of expenses
incurred.
We consider this benchmark to be the most significant
determinant of the company's financial performance used by
shareholders. Until the company finds a suitable investment, it
will be non-revenue generating therefore we have based our
assessment of materiality on total expenses to reflect activity
carried out during the period.
We set performance materiality at 70% of materiality for the
financial statements as a whole.
We agreed with the Board that we would report to them all
individual audit differences identified during the course of our
audit in excess of GBP720.
An overview of the scope of our audit
In designing our audit, we determined materiality and assessed
the risk of material misstatement in the financial statements.
There were no areas within the financial statements which involved
significant accounting estimates or judgements by the directors. We
also addressed the risk of management override of internal
controls, including evaluating whether there was evidence of bias
by the directors that represented a risk of material misstatement
due to fraud. The company's finance function is located in the
United Kingdom. Our audit was conducted from our London office,
with regular contact from the key individuals responsible for the
accounting function.
Key audit matters
Except for the matter described in the material uncertainty
related to going concern section, we have determined that there are
no key audit matters to communicate in our report.
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. In connection with our audit of the
financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Opinions 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.
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which 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.
Responsibilities of directors
As explained more fully in the statement of directors'
responsibilities, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board on 20 May 2019 to audit the
financial statements for the year ended 31 December 2019. Our total
uninterrupted period of engagement is 2 years, covering the periods
ending 31 December 2018 to 31 December 2019.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the company and we remain independent of the
company in conducting our audit.
We communicated identified laws and regulations to management
and throughout our audit team and remained alert to any indications
of non-compliance with the London Stock Exchange's Admission and
Disclosure Standards during the audit. We reviewed the Company's
Corporate Governance Statement included within this Annual Report
for any instance of non-compliance which had not been explained and
disclosed.
As with any audit, there remained a higher risk of non-detection
irregularities, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of our report
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.
David Thompson (Senior Statutory Auditor) 15 Westferry
Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor
London E14 4HD
9 September 2020
STATEMENT OF COMPREHENSIVE INCOME
Year Year
ended ended
31 December 31 December
Note 2019 2018
Restated
GBP GBP
Administrative expenses 3 (612,537) (1,237,889)
Operating loss 4 (612,537) (1,237,889)
Finance income 7 68 81
Finance cost 7 (105,178) (93,533)
Profit on sale of investments 10 400,000 -
Loss on ordinary activities before
taxation (317,647) (1,331,341)
Income tax 8 - -
Loss for the year and total comprehensive
loss attributable to the equity
holders (317,647) (1,331,341)
============== ==============
Earnings per share
- Basic & diluted attributable
to the equity holders 9 (0.16) (0.68)
All operating income and operating gains and losses relate to
continuing activities.
There was no other comprehensive income for the year
(2018:GBPNil)
The notes form an integral part of the financial statements.
STATEMENT OF CHANGES IN EQUITY
Share Capital Share Premium Retained Total
earnings
GBP GBP GBP GBP
As at 1 January
2018 8,979,767 25,413,617 (34,407,084) (13,700)
Correction of error
(note 20) - - (242,500) (242,500)
As at 1 January
2018 (Restated) 8,979,767 25,413,617 (34,649,582) (256,198)
Comprehensive income
Loss for the period
(restated) - - (1,331,341) (1,331,341)
Total Comprehensive
loss - - (1,331,341) (1,331,341)
Total contributions - - - -
by and distributions
to owners of the
company
As at 31 December
2018 8,979,767 25,413,617 (35,980,923) (1,587,539)
As at 31 December
2018 as originally
presented 8,979,767 25,413,617 (35,466,144) (1,072,760)
Correction of error
(note 20) - - (514,779) (514,779)
Restated total equity
as at 1 January
2019 8,979,767 25,413,617 (35,980,923) (1,587,539)
Comprehensive income
Loss for the period - - (317,647) (317,647)
As at 31 December
2019 8,979,767 25,413,617 (36,298,570) (1,905,186)
The Share Capital represents the nominal value of the equity
shares.
The Share Premium represents the amount subscribed for share
capital, in excess of the nominal amount, less costs directly
relating to the issue of shares.
The Retained Earnings reserve represents the cumulative net
gains and losses less distributions made. Retained Earnings also
includes the share based payment reserve which represents the
cumulative fair value of options and warrants granted,
The notes form an integral part of the financial statements
.
STATEMENT OF FINANCIAL POSITION
As at As at
31 December 31 December
2019 2018
Restated
GBP GBP
Note
ASSETS
Non-current assets
Investments - available for 10 - -
sale
- -
Current assets
Trade and other receivables 11 10,056 2,220
Cash and cash equivalents 15 162 473
10,218 2,693
LIABILITIES
Current liabilities
Trade and other payables 12 (1,915,404) (1,590,232)
Net Current Liabilities (1,905,186) (1,587,539)
NET LIABILITIES (1,905,186) (1,587,539)
SHAREHOLDERS' EQUITY
Called up share capital 13 195,943 195,943
Deferred shares 13 8,783,824 8,783,824
Share premium account 25,413,617 25,413,617
Retained earnings (36,298,570) (35,980,923)
TOTAL EQUITY (1,905,186) (1,587,539)
STATEMENT OF CASH FLOWS
Notes Year ended Year ended
31 December 31 December
2019 2018
Restated
GBP GBP
Cash flows from operating activities
Cash expended from operations 14 (400,201) (158,580)
Net cash outflow from operating
activities (400,201) (158,580)
Cash flows from investing activities
Proceeds from sale of investment 10 400,000 -
Interest received 68 81
Finance costs (178) (533)
Net cash generated from/(used in)
investing activities 399,890 (452)
Net decrease in cash and cash equivalents (311) (159,032)
Cash and cash equivalents at beginning
of year 473 159,505
Cash and cash equivalents at end
of year 15 162 473
The notes form an integral part of the financial statements
The financial statements were approved by the board of directors
and authorised for issue on 9 September 2020 and signed on its
behalf by:
Christopher Theis
Chief Executive Officer
The notes form an integral part of the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
1.1 Basis of preparation
Path Investments Plc is a public limited company incorporated in
the United Kingdom, registered under company number 04006413. The
address of the registered office is Aston House, Cornwall Avenue,
London, N3 1LF, England. The principal activity of the Company is
the investment in both mining and oil and gas development and
production companies.
The financial statements have been prepared and approved by the
Directors in accordance with International Financial Reporting
Standards as adopted by the European Union ('IFRS') and with those
parts of the Companies Act 2006 applicable to companies reporting
under IFRS.
The financial statements are presented in UK pounds Sterling
which is the Company's functional and presentational currency and
all values are rounded to the nearest pound except where indicated
otherwise.
The financial statements have been prepared under the historical
cost convention or fair value where appropriate. The significant
accounting policies adopted are described below.
The financial statements disclose information about the company
only as the subsidiaries were dissolved during the year (see note
20).
The preparation of the Financial statements in conformity with
IFRS requires the use of certain critical accounting estimates, It
also requires the board to exercise its judgement in the process of
applying the Company's accounting policies. The areas involving a
higher degree of judgement or complexity or areas where assumptions
and estimates are significant to the financial statements are
disclosed in Note 1.9.
1.2 Going concern
The Directors have prepared the financial statements on a going
concern basis. The Directors consider the use of the going concern
assumption to be appropriate. At the latest reported date of 31
December 2019, the Company had cash and cash equivalents totalling
GBP162 and net current liabilities of GBP1,905,186. As at 9
September 2020, the Company had cash equivalents totalling GBP6,493
and net current liabilities.
The Company plans to to raise further funds by a placing of
ordinary shares at the time of its re-Admission to the Standard
List of the Main Market of the London Stock Exchange. Should a
placing not take place in a timely manner, or should the Company's
creditors demand payment, the Directors will need to immediately
raise additional funds in order to be able to continue as a going
concern. The ability of the Company to raise additional funds is
dependent upon investor appetite and if necessary the Directors'
ability to obtain alternative sources of funding. The Company is
therefore able to continue as a going concern only as a result of
the support through deferred payment of its creditors and
Directors. Additional funding is not guaranteed however to date the
Company the Company has been able to secure funding when required.
The ongoing uncertainty from COVID-19 may further impact the
ability of the Company to raise sufficient future funds.
For the above detailed reasons, the Directors believe there is a
material uncertainty over the Company's status as a going concern.
However, the Directors have a reasonable expectation that the
Company will be able to raise sufficient funding to allow it to
cover its working capital for a period of twelve months from the
date of approval of the financial statements. It is for this reason
they continue to adopt the going concern basis of accounting in
preparing the financial statements. The financial statements do not
include the adjustments that would be required should the going
concern basis of preparation no longer be appropriate.
1.3 Financial instruments
Classification and measurement
The Company classifies its financial assets into the following
categories: those to be measured subsequently at fair value (either
through other comprehensive income (FVOCI) or through the income
statement (FVPL) and those to be held at amortised cost.
Classification depends on the business model for managing the
financial assets and the contractual terms of the cash flows.
Management determines the classification of financial assets at
initial recognition. The Company's policy with regard to financial
risk management is set out in note 16. Generally, the Company does
not acquire financial assets for the purpose of selling in the
short term.
The Company's business model is primarily that of "hold to
collect" (where assets are held in order to collect contractual
cash flows). When the Company enters into derivative contracts,
these transactions are designed to reduce exposures relating to
assets and liabilities, firm commitments or anticipated
transactions.
Financial Assets held at amortised cost
The classification applies to debt instruments which are held
under a hold to collect business model and which have cash flows
that meet the "solely payments of principal and interest" (SPPI)
criteria.
Other financial assets are initially recognised at fair value
plus related transaction costs, they are subsequently measured at
amortised costs using the effective interest method. Any gain or
loss on derecognition or modification of a financial asset held at
amortised cost is recognised in the income statement.
Financial Assets held at fair value through other comprehensive
income (FVOCI)
The classification applies to the following financial
assets:
- Equity investments where the Company has irrevocably elected
to present fair value gains and losses on revaluation of such
equity investments, including any foreign exchange component, are
recognised in other comprehensive income. When equity investment is
derecognised, there is no reclassification of fair value gains or
losses previously recognised in other comprehensive income to the
income statement. Dividends are recognised in the income statement
when the right to receive payment is established.
Financial Assets held at fair value through profit or loss
(FVPL)
The classification applies to the following financial assets. In
all cases, transaction costs are immediately expensed to the income
statement.
- Debt instruments that do not meet the criteria of amortised
costs or fair value through other comprehensive income. The Company
has a significant proportion of trade receivables with embedded
derivatives for professional pricing. These receivables are
generally held to collect but do not meet the SPPI criteria and as
a result must be held at FVPL. Subsequent fair value gains or
losses are taken to the income statement.
- Equity investments which are held for trading or where the
FVOCI election has not been applied. All fair value gains or losses
and related dividend income are recognised in the income
statement.
- Derivatives which are not designated as a hedging instrument.
All subsequent fair value gains or losses are recognised in the
income statement.
Financial liabilities
Borrowings and other financial liabilities (including trade
payables but excluding derivative liabilities) are recognised
initially at fair value, net of transaction costs incurred, and are
subsequently measured at amortised costs.
Impairment of financial assets
A forward looking expected credit loss (ECL) review is required
for: debt instruments measured at amortised costs. Other financial
assets are held at fair value through other comprehensive income:
loan commitments and financial guarantees not measured at fair
value through profit or loss; lease receivables and trade
receivables that give rise to an unconditional right to
consideration.
As permitted by IFRS 9, the Company applies the "simplified
approach" to trade receivable balances and the "general approach"
to all other financial assets. The general approach incorporates a
review for any significant increase in counter party credit risk
since inception. The ECL reviews including assumptions about the
risk of default and expected loss rates. For trade receivables, the
assessment takes into account the use of credit enhancements, for
example, letters of credit.
1.4 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and at bank and
other short-term deposits. They are stated at carrying value which
is deemed to be fair value.
1.5 New Standards and Interpretations
The IASB and IFRIC have issued the following standards and
interpretations which are in issue but not in force at 31 December
2019:
Effect annual
periods beginning
before or after
March Amendments to References to the Conceptual 1 January 2020
2018 Framework in IFRS Standards
------------------------------------------- -------------------
October Amendment to IFRS 3: Business Combinations 1 January 2020
2018
------------------------------------------- -------------------
October Amendments to IAS 1 and IAS 8: Definition 1 January 2020
2018 of Material
------------------------------------------- -------------------
January Amendments to IAS 1: Presentation of 1 January 2022
2020 Financial Statements: Classification
of Liabilities as Current or Non-current
------------------------------------------- -------------------
The Directors anticipate that the adoption of these Standards
and Interpretations in future periods will have no material impact
on the financial statements other than in terms of
presentation.
1.6 Share-based payments
The Company operates a number of equity-settled share-based
compensation plans, under which the entity receives services from
employees or suppliers as consideration for equity instruments
(options) of the Company. The fair value of the employee or
supplier services received in exchange for the grant of options is
recognised as an expense. The total amount to be expensed is
determined by reference to the fair value of the options
granted:
-- including any market performance conditions;
-- excluding the impact of any service and non-market
performance vesting conditions (for example, profitability, sales
growth targets and remaining an employee of the entity over a
specified time period); and
-- excluding the impact of any non-vesting conditions (for
example, the requirement of employees to save).
Non-market vesting conditions are included in assumptions about
the number of options that are expected to vest. The total expense
is recognised over the vesting period, which is the period over
which all of the specified vesting conditions are to be satisfied.
At the end of each reporting period, the entity revises its
estimates of the number of options that are expected to vest based
on the non-marketing vesting conditions. It recognises the impact
of the revision to original estimates, if any, in the income
statement, with a corresponding adjustment to equity.
When the options are exercised, the Company issues new shares.
The proceeds received net of any directly attributable transaction
costs are credited to share capital (nominal value) and share
premium when the options are exercised.
1.7 Taxation
Current tax, including UK corporation tax and foreign tax, is
provided at amounts expected to be paid (or recovered) using the
tax rates and laws that have been enacted or substantially enacted
by the balance sheet date.
Deferred tax is recognised, using the liability method, in
respect of temporary differences between the carrying amount of the
Company's assets and liabilities and their tax base.
Deferred tax liabilities are offset against deferred tax assets.
Any remaining deferred tax asset is recognised only when, on the
basis of all available evidence, it can be regarded as probable
that there will be suitable taxable profits, within the same
jurisdiction, in the foreseeable future against which the
deductible temporary difference can be utilised.
Deferred tax is determined using tax rates that are expected to
apply in the periods in which the asset is realised or liability
settled, based on tax rates and laws that have been enacted or
substantially enacted by the balance sheet date.
Current and deferred tax are recognised in the income statement,
except when the tax relates to items charged or credited directly
in equity, in which case the tax is also recognised in equity.
1.8 Sources of estimation uncertainty
The preparation of financial statements requires the use of
estimates and assumptions that affect the reported amount of assets
and liabilities at the date of the financial statements and the
reporting amount of income and expenses during the period. Although
these estimates are based on management's best knowledge of the
amount, event or actions, actual results ultimately may differ from
those estimates.
Share based payments
The share-based payment charge is calculated using the
Black-Scholes model which requires the estimation of share price
volatility, expected life and the bid price discount.
2. SEGMENTAL REPORTING
a. Primary segment - business
The Company has only one business segment, which is investing in
natural resources, primarily either by way of equity or convertible
loans.
b. Secondary segment - geographical
The Company's loss for the period was derived wholly from
activities undertaken in the United Kingdom. The Company's net
assets are located entirely in the United Kingdom.
3. EXPENSES BY NATURE
2019 2018
GBP GBP
Restated
Staff costs 334,274 402,271
Other expenses 278,263 835,618
612,537 1,237,889
4. OPERATING LOSS
The operating loss is stated after charging:
2019 2018
GBP GBP
Auditors remuneration - audit services 15,000 16,000
Non- Audit Services
Reporting accountants services 15,000 -
Total fees 30,000 16,000
5. EMPLOYEES
Number of employees
The average monthly number of employees (including Directors)
during the period was:
2019 2018
Number Number
Administration 3 4
2019 2018
Restated
GBP GBP
Employment costs
Wages and salaries (including
benefits in kind) 313,537 370,435
Social security costs 20,670 31,723
Pension costs 67 113
334,274 402,271
Included in employment costs above are Directors' accrued
salaries, together with employer's national insurance
contributions, amounting to GBP292,537, (2018
restated:GBP373,173).
6. DIRECTORS' REMUNerATION
2019 2018
Restated
GBP GBP
Aggregate emoluments 319,916 402,158
Pension costs 67 113
319,983 402,271
Remuneration for the highest paid director was GBP225,000 (2018
restated : GBP225,000). The figure at 31 December 2019 includes
remuneration accrued but not paid of GBP313,213 (2018 restated:
GBP373,173).
During the period, retirement benefits are accruing to one
Director (2018: retirement benefits are accruing to two
Directors).
7. FINANCE income and costs
2019 2018
GBP GBP
Finance Income
Bank interest 68 81
68 81
Finance costs
Bank charges (178) (533)
Convertible loan note interest (105,000) (93,000)
Net finance cost (105,110) (93,452)
8. TAXATION
No corporation tax charge arises in respect of the period due to
the trading losses incurred. The Company has surplus management
expenses available to carry forward and use against trading profits
arising in future periods of approximately GBP6,180,000 (2018:
GBP5,704,000). In addition, the Company has non-trading loan
relationship debits to carry forward to offset against future
non-trading loan relationship credits of approximately
GBP18,197,000 (2018: GBP18,917,000).
2019 2018
GBP GBP
Restated
Current tax - -
Loss on ordinary activities before
taxation (317,647) (1,331,341)
Loss on ordinary activities before
taxation multiplied by average effective
rate of corporation tax of 19% (2018:
19%) (60,353) (252,955)
Effects of:
Non-deductible expenses 18,616 27,869
Short term timing differences 28,458 63,232
Other adjustments - non taxable gains (76,000) -
Tax losses upon which no deemed tax
asset is recognised 89,279 161,854
Current tax - -
A deferred tax asset of approximately GBP1,562,000 (2018
restated: GBP1,244,000) in respect of losses has not been
recognised due to the uncertainty regarding the availability of
future profits against which the losses of the Company could be
offset.
The UK corporation tax at the standard rate for the year is
19.0% (2018: 19.0%).
In the Finance Act 2016 the UK government announced its
intention to reduce the standard corporation tax rate to 17% by
2020. The measure to reduce the rate to 17% for the financial year
beginning 1 April 2020 was substantively enacted on 6 September
2016 and has, where applicable, been reflected in the financial
statements. However, the UK government announced that the
corporation tax rate will remain at 19% but was not substantively
enacted until after the balance sheet date.
9. EARNINGS PER SHARE
The calculation of the basic and diluted loss per share is based
on the loss on ordinary activities after taxation of GBP317,647
(2018 restated: GBP1,331,341) and on the weighted average number of
ordinary shares of 195,943,802 (2018: 195,943,802) in issue. The
basic and diluted profit per share is 0.16p (2018 restated: 0.68p
loss per share). There was no dilutive effect from the share
options or warrants.
In order to calculate the diluted earnings per share, the
weighted average number of ordinary shares in issue is adjusted to
assume conversion of all dilutive potential ordinary shares
according to IAS 33. Dilutive potential ordinary shares include
convertible loan notes and share options granted to Directors and
consultants where the exercise price (adjusted according to IAS 33)
is less than the average market price of the Company's ordinary
shares during the period.
10. INVESTMENTS - AVAILABLE FOR SALE
The unlisted investments as at 31 December 2018 comprised of a 5
per cent. interest each in ARAR and Alpay Enerji as at an aggregate
cost of GBP8 million. In 2016, Mr. S. Faith Alpay, the majority
owner of ARAR and Alpay Enerji AS, made an initial offer to the
Company of GBP1,050,000 for its 5% interest in both companies
payable in instalments. However, since the offer was received,
progress towards a legal sale and purchase agreement had not
occurred, and as the payment was by instalment over a period of
time, the directors considered the likelihood of finding an
alternative buyer to be low and accordingly impaired the asset to
GBPnil in the year ended 31 December 2016.
On 30 January 2019, the Company disposed of its 5% interest in
ARAR and Alpay Enerji AS for a consideration of GBP400,000,
together with the transfer by their major shareholder of 357,412
Ordinary Shares in the Company to be held in Treasury and 357,412
Deferred Shares for cancellation.
11. Trade and other receivables
2019 2018
GBP GBP
Prepayments 10,056 2,220
10,056 2,220
12. TRade and other payables
2019 2018
GBP GBP
Restated
Trade payables 323,416 369,939
Other payables (including convertible
loan notes) 291,198 193,956
Accruals and deferred
income 1,300,790 1,026,337
1,915,404 1,590,232
Convertible Unsecured Loan Stock
On 3 April 2018 the Company constituted an instrument to issue
GBP150,000 nominal convertible unsecured loan stock 2018. On
admission of the Company to AIM or other recognised investment
exchange, the convertible loan notes are, at the option of the loan
note holder, either convertible into shares at the price at which
the placing associated with the listing occurs or will be repayable
out of the placing proceeds together with 100% interest to
compensate for the risk associated with the loan. If the listing
did not occur before 31 July 2018 the loan note holder may convert
the loan together with interest into fully paid Ordinary Shares in
the Company at the nominal value of an Ordinary Share.
Subsequently the Company raised GBP93,000 under this instrument
including the following amounts raised from the Directors:
Director Amount
GBP
C Theis(1) 50,000
A Yeo 25,000
Brent Fitzpatrick 18,000
Total 93,000
(1) The amount was provided by Networkguru Limited, a company
owned and controlled by Chris Theis' son.
At 31 December 2018, the convertible loans amounting to
GBP186,000 , including accrued interest of GBP93,000 remained
outstanding. On 11 March 2019, GBP10,000 was repaid to the holder
of a convertible loan note with interest thereon remaining due. The
remaining loan note holders, all of whom were directors or their
related parties, agreed to extend conversion or repayment of the
loans from 31 July 2018 until 30 September 2019. or earlier if the
company was admitted to the Standard List of the London Stock
Exchange or a material transaction is completed.
During the year ended 31 December 2019, a further GBP11,000 was
raised under the instruments from the following Directors:
Director Amount
GBP
C Theis 1,000
Brent Fitzpatrick 10,000
Total 11,000
On 26 November 2019 the final repayment date of the convertible
unsecured loan notes was extended to 31 December 2020. In the event
that a listing does not occur on or before 31 December 2020 the
loan note holder may seek repayment together with 200% interest at
the Final repayment date. As a result an additional GBP105,000
interest was accrued in the period, of which GBP105,000 related to
the Directors.
13. SHARE Capital
Allotted, called up and
fully paid
Ordinary Shares Deferred shares
of 0.1p each of 39.9p each
no GBP no GBP
At 1 January 2018 and
1 January 2019 195,943,802 195,943 22,014,596 8,783,824
At 31 December 2018 and
at 31 December 2019 195,943,802 195,943 22,014,596 8,783,824
The ordinary shares shall confer upon the holders the right to
receive dividends and other distributions and participate in the
income or profits of the company, provided that the Ordinary shares
shall not confer upon the holders the rights to receive dividends
paid, made or declared of the proceeds of the sale of assets held
by the Company at 10 October 2016 and included on the Company's
Balance Sheet as "Investments - Available for Sale" as at the date
of the General Meeting (the "Legacy Assets").
The deferred shares shall confer upon the holders the following
rights and shall be subject to the following restrictions,
notwithstanding any other provisions in these Articles:
Return of Capital
On return of assets on a winding up of the Company after the
holders of Ordinary shares have received the aggregate amount paid
up thereon plus GBP10,000,000 for each such share held by them,
there shall be a distribution to the holders of deferred shares an
amount equal to the nominal value of shares held and thereafter any
surplus held will be distributed to holders of ordinary shares.
Dividend s
Holders of deferred shares have no rights to dividends or other
distributions or to participate in the income and profits of the
company, except that deferred shareholders have a right to receive
any dividends declared, made or paid out of the proceeds of the
sale of Legacy Assets.
Transfers
The company may acquire all or any of the deferred shares in
issue at any time for no consideration.
14. Reconciliation of operating loss to net cash outflow from Operating activities
2019 2018
GBP GBP
Restated
Operating loss (317,647) (1,331,341)
Decrease in debtors (7,836) 6,758
Decrease in creditors within one year 314,282 1,259,003
Profit from sale of investments (400,000) -
Convertible loan note interest 11,000 (93,000)
Net cash outflow from operating activities (400,201) (158,580)
15. CASH & CASH EQUIVALENTS
2019 2018
GBP GBP
Cash at bank and in hand 162 473
16. financial instruments
The Company's financial instruments comprise cash and cash
equivalents and various other items, such as available for sale
investments and trade receivables and payables, which arise
directly from its operations. It is, and has been throughout the
period under review, the Company's policy to ensure that there is
no trading in financial instruments. The main purpose of these
financial instruments is to finance the Company's operations.
Categories of Financial Instruments
2019 2018
GBP GBP
Restated
Financial Assets at amortised cost
Cash and cash equivalents 162 473
162 473
Financial Liabilities at amortised
cost
Trade and other payables 1,624,206 1,404,232
Convertible loan notes 291,198 186,000
1,915,404 1,590,232
Net Financial Liabilities (1,915,242) (1,589,759)
Financial Assets and Liabilities
Financial assets and financial liabilities are recognised on the
Company's balance sheet when the Company becomes party to the
contractual provisions of the instrument.
Financial Risk Factors
The Company's activities expose it to liquidity risk. The
Company's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise
potential adverse effects on the Company's financial
performance.
Liquidity Risk
The Company has to date financed its operations from cash
reserves funded from share issues. Management's objectives are now
to manage liquid assets in the short term through closely
monitoring costs.
The Company has no borrowing facilities that require repayment
and therefore has no interest rate risk exposure.
Fair Values of Financial Assets and Liabilities
The Directors consider that the fair value of the Company's
financial assets and liabilities are not considered to be
materially different from their book values.
17. Share options AND WARRANTS
The following share options have been granted by the Company and
are outstanding:
Date Number Granted Exercised Lapsed/ Number Weighted Expiry
of grant of ordinary during during waived of ordinary average date
shares year year during shares exercise
under option year under option price
at 1 January at 31 December
2018 2018
03/05/2011 600,000 - - - 600,000 GBP2.80 02/05/2021
30/03/2017 32,500,000 - - - 32,500,000 0.1p 29/03/2027
30/03/2017 28,375,000 - - - 28,375,000 1p 29/03/2027
30/03/2017 12,312,500 - - - 12,312,500 2p 29/03/2027
Total 73,787,500 - - - 73,787,500 3p
------------ -------------- -------- ---------- -------- ---------------- ---------- -----------
Date Number Granted Exercised Lapsed/ Number Weighted Expiry
of grant of ordinary during during waived of ordinary average date
shares year year during shares exercise
under option year under option price
at 1 January at 31 December
2019 2019
03/05/2011 600,000 - - - 600,000 GBP2.80 02/05/2021
30/03/2017 32,500,000 - - - 32,500,000 0.1p 29/03/2027
30/03/2017 28,375,000 - - - 28,375,000 1p 29/03/2027
30/03/2017 12,312,500 - - - 12,312,500 2p 29/03/2027
Total 73,787,500 - - - 73,787,500 3p
------------ -------------- -------- ---------- -------- ---------------- ---------- -----------
All options outstanding at the year-end are exercisable at that
date.
The following warrants have been granted by the Company and
subsequently lapsed without excercise :
Date Number Granted Exercised Lapsed Number Weighted Exercise
of grant of warrants during during during of warrants average date
at year year year at 31 December exercise
1 January 2018 price
2018
30/03/2017 1,400,000 - - - 1,400,000 1p 29/03/2019
Total 1.400,000 - - - 1,400,000 1p
------------ ------------- -------- ---------- -------- ---------------- ---------- -----------
Date Number Granted Exercised Lapsed Number Weighted Exercise
of grant of warrants during during during of warrants average date
at year year year at 31 December exercise
1 January 2019 price
2019
30/03/2017 1,400,000 - - 1,400,000 - 1p 29/03/2019
Total 1.400,000 - - - - 1p
------------ ------------- -------- ---------- ---------- ---------------- ---------- -----------
The fair value of equity settled share options and warrants
granted is estimated at the date of grant using a Black-Scholes
option pricing model, taking into account the terms and conditions
upon which the options were granted. The following table lists the
inputs to the model:
Options Options Warrants
--------------------- --- --------------------- ------------------ ---------
Date of grant 03 May 2011 30 Mar 2017 30 Mar
2017
Expected volatility 54% 33.9% 33.9%
Expected life 3.5 years 3 years 3 years
Risk-free interest 1.72% 0.18% 0.18%
rate
Expected dividend - - -
yield
Possibility of - - -
ceasing employment
before vesting
Fair value per - - -
option/warrant
0.014p 0.9p/0.243p/0.1p 0.243p
--------------------- --- --------------------- ------------------ ---------
The expense recognised by the Company for share based payments
during the year ended 31 December 2019 was GBPNil (2018:
GBPNil).
The average volatility is used in determining the share based
payment expense to be recognised in the period. This was calculated
by reference to the standard deviation of the share price over the
preceding 12-month period.
Movement in the number of options and warrants outstanding and
their related weighted average exercise price are as follows:
At 31 December 2019 At 31 December 2018
Number of Weighted average Number of Weighted average
Options & exercise price per Options & exercise price per
Warrants share Warrants share
At 1 January 75,187,500 3p 75,187,500 3p
Granted - - - -
Exercised - - - -
Expired or waived (1,400,000) 1p - -
------------------- ------------------------- ------------------------ ---------------- ------------------------
At 31 December 73,787,500 3p 75,187,500 3p
------------------- ------------------------- ------------------------ ---------------- ------------------------
The weighted average remaining contractual life of options as at
31 December 2019 was 7.2 years (2018: 8 .2 years).
18. RELATED PARTY TRANSACTIONS
The following share options were held by the directors during
the year:
Director Date of Held at Lapsed Granted Held at Exercise
grant 1 January during during 31 December price
2019 the year the Year 2019
---------- ------------ ----------- ---------- ---------- ------------- ---------
C Theis 30/03/2017 20,000,000 - - 20,000,000 GBP0.001
C Theis 30/03/2017 16,000,000 - - 16,000,000 GBP0.01
C Theis 30/03/2017 6,500,000 - - 6,500,000 GBP0.02
A Yeo 30/03/2017 8,500,000 - - 8,500,000 GBP0.001
A Yeo 30/03/2017 6,500,000 - - 6,500,000 GBP0.01
A Yeo 30/03/2017 2,875,000 - - 2,875,000 GBP0.02
----------- ---------- ---------- -------------
60,375,000 - - 60,375,000
----------- ---------- ---------- -------------
As at 31 December 2019, included in other payables were the
following convertible loan notes issued to the Directors together
with accrued interest thereon.
Outstanding Convertible Interest Converted Repaid Outstanding
at 31 December loan notes accrued during during at 31 December
2018 issued during the year the 2019
during the year year
year
Director GBP GBP GBP GBP GBP GBP
C Theis* 100,000 - 50,000 - - 150,000
C Theis - 1,000 2,000 - - 3,000
A Yeo 50,000 - 25,000 - - 75,000
N Fitzpatrick 16,000 10,000 28,000 - - 54,000
Total 166,000 11,000 105,000- - - 282,000
---------------- ------------ ---------- ---------- -------- ----------------
* these loan notes were issued to Networkguru Limited, a company
owned by Chris's Theis' son, who subscribed under the convertible
loan note instrument.
Included in other payables are loans of GBPNil (2018: GBP2,067),
GBPNil (2018:GBP2,067) and GBP2,067 (2018:2,067) made by each of
the Directors Andrew Yeo, Nigel Fitzpatrick and Chris Theis.
19. ultimate controlling party
The Company considers that there is no ultimate controlling
party.
20. INVESTMENT IN SUBSIDIARIES
As at 31 December 2018, the company held more that 20% of the
share capital in the following companies:
Subsidiary Undertaking Country of Class Shares Principal
Incorporation held Activity
Path (Germany) UK Ordinary 100% Dormant
Limited
This company was dissolved on 21 May 2019 having never traded.
21. PRIOR PERIOD ADJUSTMENT - correction of error
The financial statements have been restated to incorporate the
impact of expenses recognised in 2019 that should have been accrued
in 2018. The change has resulted in the loss for the year ended 31
December 2018 being increased by GBP138,904 and the loss for the
year ended 31 December 2019 being reduced by the same amount.
The financial statements have also been restated to incorporate
the impact of a further accrual for directors emoluments that
should have been accrued in 2018 and 2017. The change resulted in
the brought forward reserves at 1 January 2018 being restated by
GBP242,500 to reflect the accrual for 2017; the brought forward
accruals were increased by the same amount. In addition, the loss
for the year ended 31 December 2018 has been increased by
GBP133,375 to reflect the emoluments accrual needed for 2018 with
the accrued cost being increased by the same amount.
22. SUBSEQUENT EVENTS
On 21 January 2020 Andrew Yeo resigned as a director.
Compensation payments totalling GBP84,000 are payable. GBP30,000 is
payable 24 months from the date of resignation or the date of a
further capital raise if earlier. The balance is payable in monthly
instalments commencing 25 months from the date of resignation or
the date of a further capital raise if earlier.
On 11 March 2020, the World Health Organisation declared the
Coronavirus outbreak to be a pandemic in recognition of its rapid
spread across the globe, with over 200 countries now affected. Many
governments are taking increasingly stringent steps to help contain
or delay the spread of the virus and as a result there is a
significant increase in economic uncertainty.
For the Company's 31 December 2019 financial statements, the
Coronavirus outbreak and the related impacts are considered
non-adjusting events. Consequently, there is no impact on the
recognition and measurement of assets and liabilities.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FR EAFNEFSLEEFA
(END) Dow Jones Newswires
September 10, 2020 08:15 ET (12:15 GMT)
Path Investments (LSE:PATH)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024
Path Investments (LSE:PATH)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024