TIDMCN.
RNS Number : 4506Q
Canisp PLC
03 August 2010
3 August 2010
Canisp plc
("Canisp" or "the Company" or "the Group")
Preliminary results for the year ended 31 March 2010
Canisp (AIM:CN.) announces that the Company's annual report and accounts for the
year ended 31 March 2010 have been posted to shareholders today and are also
available to be viewed or downloaded from the Company's website at:
www.canispplc.com.
Highlights
· Canisp has not undertaken any trading activities during the year but has
undertaken post completion obligations in relation to the disposal of The
Airtime Group business and reviewed potential acquisition opportunities.
· The Company's initial review of potential acquisition targets included
technology businesses but none of these were considered to have sufficient merit
to put before shareholders and the decision was taken to widen the search and to
consider businesses from other sectors.
· The Group no longer has any future requirement for The Airtime Group
Limited (which has been effectively dormant since the disposal of its business
on 31 March 2009) and steps are being taken to wind up the company.
· The Group has recorded a loss for the year from continuing operations of
GBP202,000 (2009: loss GBP41,000) and a profit from discontinued operations of
GBP105,000 (2009: profit GBP228,000, including a profit on disposal of
GBP274,000). The overall loss after taxation attributable to shareholders was
GBP97,000 (2009: profit GBP187,000).
Post Balance Sheet Events
· On 23 July 2010, the directors of Canisp (the "Directors") announced that
the Company entered into a conditional agreement to acquire Tri-Star*, for a
maximum consideration of GBP300,000 (the "Proposed Acquisition").
· The consideration is to be satisfied as to GBP150,000 payable in cash on
completion of the Proposed Acquisition, with a further GBP150,000 payable in
cash subject to certain milestones being achieved.
Michael Hirschfield, Canisp's Executive Chairman, commented:"The Board believes
that rare minerals will become an increasingly economically important sector and
that the proposed acquisition of the antimony business will provide Canisp with
the basis to build a new resource based business, and looks forward to making a
further announcement in respect of the Proposed Acquisition later today."
Annual General Meeting
Notice is given that the annual general meeting ("AGM") of the members of the
Company will be held at the offices of Fladgate LLP, 16 Great Queen Street,
London, WC2B 5DG on Thursday 26 August 2010 at 11.00am. The AGM Notice, form of
proxy and annual report and accounts will today be posted to all shareholders,
and will shortly be available to be viewed or downloaded from the Company's
website at www.canispplc.com.
*The full name of Tri-Star is Üç Yildiz Antimon Madencilik Ithalet Ve Ihracat
Sanayi ve Ticaret Anonim Sirketi.
www.canispplc.com
Enquiries:
+-----------------------------------+-------------------------+
| Strand Hanson Limited (Nomad) | Tel: +44 (0)20 7409 |
| James Harris / Paul Cocker / Liam | 3494 |
| Buswell | |
| | |
+-----------------------------------+-------------------------+
| Keith, Bayley, Rogers & Co | |
| Limited (Broker) | Tel: +44 (0)20 3100 |
| Simon Frost / Brinsley Holman | 8300 |
| | |
+-----------------------------------+-------------------------+
| Hansard Communications | |
| Justine James /John Bick | Tel: +44 (0)20 7245 |
| | 1100 |
| | |
+-----------------------------------+-------------------------+
CHAIRMAN'S STATEMENT
I present the Group's audited results for the year ended 31 March 2010. The
Group has not undertaken any trading activities during this year but has
undertaken post completion obligations in relation to the disposal of The
Airtime Group business and reviewed potential acquisition opportunities.
Our initial review of potential acquisition targets included technology
businesses, but none of these were considered to have sufficient merit to put
before shareholders and the decision was taken to widen our search and to
consider businesses from other sectors. On 23 July 2010, the Company was
pleased to announce that an antimony mineral resource business based in Turkey
had been identified (referred to as Tri-Star, the full name of Tri-Star is Üç
Yildiz Antimon Madencilik Ithalet Ve Ihracat Sanayi ve Ticaret Anonim Sirketi.)
and that Canisp entered into a conditional agreement to acquire Tri-Star for a
maximum consideration of GBP300,000. A detailed announcement, AIM Admission
document and Notice of General Meeting will be released later today in
connection with this acquisition. In the circumstances, the Group no longer has
any future requirement for The Airtime Group Limited (which has been effectively
dormant since the disposal of its business on 31 March 2009) and steps are being
taken to wind up the company.
Results
Throughout this period of restructuring the Board has been committed to
maintaining low operating costs. Accordingly, the Group has recorded a loss for
the year from continuing operations of GBP202,000 (2009: loss GBP41,000) and a
profit from discontinued operations of GBP105,000 (2009: profit GBP228,000,
including a profit on disposal of GBP274,000). The overall loss after taxation
attributable to shareholders was GBP97,000 (2009: profit GBP187,000). No
dividend is proposed.
Board Changes
On 21 September 2009 Ian Tickler stepped down from the board as non-executive
director and I would like to thank Ian for his contribution to the Company and
wish him well in the future with his other business interests. I should like to
welcome Joanna Unden who was appointed to the board on 21 September 2009.
Further board changes are proposed as part of the acquisition of Tri-Star and
details will be sent out in the AIM Admission document which will also include
the notice of annual general meeting.
Outlook
The Board believes that rare minerals will become an increasingly economically
important sector and that the proposed acquisition of the antimony business will
provide Canisp with the basis to build a new resource based business. At the
forthcoming annual general meeting a resolution will be proposed to change the
name of the Company to Tri-Star Resources plc.
Mike Hirschfield
Chairman
3 August 2010
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2010
+-------------------------------+------+------+----------+---------+
| | | | 2010 | 2009 |
+-------------------------------+------+------+----------+---------+
| | Note | | GBP'000 | GBP'000 |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Administrative expenses | | | (270) | (156) |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Total administrative expenses | | | (270) | (156) |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Unrealised fair value gain on | | | | |
| financial liabilities at fair | | | - | 48 |
| value through profit and loss | | | | |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Loss from operations | | | (270) | (108) |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Finance income | | | 72 | 244 |
+-------------------------------+------+------+----------+---------+
| Finance costs | | | (2) | (177) |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Loss before taxation | | | (200) | (41) |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Taxation expense | 2 | | (2) | - |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Loss for the year from | | | (202) | (41) |
| continuing activities | | | | |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Trading profit/(loss) from | 4 | | 58 | (46) |
| discontinued operations | | | | |
+-------------------------------+------+------+----------+---------+
| Profit on disposal of | 4 | | 47 | 274 |
| discontinued operations | | | | |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Profit from discontinued | | | 105 | 228 |
| operations | | | | |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| (Loss)/profit after taxation | | | (97) | 187 |
| and (loss)/profit | | | | |
| attributable to the equity | | | | |
| holders of the Company | | | | |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Other comprehensive income | | | - | - |
+-------------------------------+------+------+----------+---------+
| Total comprehensive | | | | |
| (expenditure)/income for the | | | (97) | 187 |
| period | | | | |
+-------------------------------+------+------+----------+---------+
| | | | | |
+-------------------------------+------+------+----------+---------+
| Basic and diluted | | | | |
| (loss)/earnings per ordinary | | | | |
| share (pence) | | | | |
+-------------------------------+------+------+----------+---------+
| Continuing operations | 3 | | (0.04p) | (0.04p) |
+-------------------------------+------+------+----------+---------+
| Discontinued operations | | | 0.02p | 0.21p |
+-------------------------------+------+------+----------+---------+
| Total | | | (0.02p) | 0.17p |
+-------------------------------+------+------+----------+---------+
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
At 31 March 2010
+------------------------+---------+---------+----------+-----------+---------+
| | | Share | | Retained | Total |
| | | premium | | earnings | equity |
| | Share | | Other | | |
| | capital | | reserves | | |
+------------------------+---------+---------+----------+-----------+---------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+------------------------+---------+---------+----------+-----------+---------+
| | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| At 1 April 2008 | 1,054 | 4,017 | 129 | (6,760) | (1,560) |
+------------------------+---------+---------+----------+-----------+---------+
| | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| Issue of share capital | 161 | - | - | - | 161 |
+------------------------+---------+---------+----------+-----------+---------+
| | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| Transactions with | 161 | - | - | - | 161 |
| owners | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| Profit for the year | - | - | - | 187 | 187 |
+------------------------+---------+---------+----------+-----------+---------+
| Transfer of reserves | - | - | (129) | 129 | - |
+------------------------+---------+---------+----------+-----------+---------+
| | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| Total comprehensive | | - | (129) | 316 | 187 |
| income for the year | - | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| Balance at 31 March | 1,215 | 4,017 | - | (6,444) | (1,212) |
| 2009 | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| Issue of share capital | 1,005 | 75 | - | - | 1,080 |
+------------------------+---------+---------+----------+-----------+---------+
| | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| Transactions with | 1,005 | 75 | - | - | 1,080 |
| owners | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| Loss for the year | - | - | - | (97) | (97) |
+------------------------+---------+---------+----------+-----------+---------+
| | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| Total comprehensive | - | - | - | (97) | (97) |
| income for the year | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| Balance at 31 March | 2,220 | 4,092 | - | (6,541) | (229) |
| 2010 | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
| | | | | | |
+------------------------+---------+---------+----------+-----------+---------+
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 March 2010
+----------------------------------+------+--------+----------+----------+
| | | | 2010 | 2009 |
+----------------------------------+------+--------+----------+----------+
| |Note | | GBP000 | GBP000 |
+----------------------------------+------+--------+----------+----------+
| ASSETS | | | | |
+----------------------------------+------+--------+----------+----------+
| | | | | |
+----------------------------------+------+--------+----------+----------+
| Current assets | | | | |
+----------------------------------+------+--------+----------+----------+
| Cash at bank and in hand | | | 199 | 264 |
+----------------------------------+------+--------+----------+----------+
| Trade and other receivables | | | 81 | 347 |
+----------------------------------+------+--------+----------+----------+
| Total current assets | | | 280 | 611 |
+----------------------------------+------+--------+----------+----------+
| | | | | |
+----------------------------------+------+--------+----------+----------+
| Total assets | | | 280 | 611 |
+----------------------------------+------+--------+----------+----------+
| | | | | |
+----------------------------------+------+--------+----------+----------+
| LIABILITIES | | | | |
+----------------------------------+------+--------+----------+----------+
| | | | | |
+----------------------------------+------+--------+----------+----------+
| Current liabilities | | | | |
+----------------------------------+------+--------+----------+----------+
| Convertible loan | 5 | | 386 | 1,383 |
+----------------------------------+------+--------+----------+----------+
| Trade and other payables | | | 123 | 440 |
+----------------------------------+------+--------+----------+----------+
| Total current liabilities | | | 509 | 1,823 |
+----------------------------------+------+--------+----------+----------+
| | | | | |
+----------------------------------+------+--------+----------+----------+
| | | | | |
+----------------------------------+------+--------+----------+----------+
| Total liabilities | | | 509 | 1,823 |
+----------------------------------+------+--------+----------+----------+
| | | | | |
+----------------------------------+------+--------+----------+----------+
| EQUITY | | | | |
+----------------------------------+------+--------+----------+----------+
| | | | | |
+----------------------------------+------+--------+----------+----------+
| Share capital | 6 | | 2,220 | 1,215 |
+----------------------------------+------+--------+----------+----------+
| Share premium | | | 4,092 | 4,017 |
+----------------------------------+------+--------+----------+----------+
| Retained earnings | | | (6,541) | (6,444) |
+----------------------------------+------+--------+----------+----------+
| Total equity attributable to | | | (229) | (1,212) |
| equity holders of the Company | | | | |
+----------------------------------+------+--------+----------+----------+
| | | | | |
+----------------------------------+------+--------+----------+----------+
| Total equity and liabilities | | | 280 | 611 |
+----------------------------------+------+--------+----------+----------+
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2010
+---------------------------------+-----+----------+----------+----------+
| | | | 2010 | 2009 |
+---------------------------------+-----+----------+----------+----------+
| | | | GBP000 | GBP000 |
+---------------------------------+-----+----------+----------+----------+
| | | | | |
+---------------------------------+-----+----------+----------+----------+
| Cash flows from operating | | | | |
| activities | | | | |
+---------------------------------+-----+----------+----------+----------+
| Continuing operations | | | | |
+---------------------------------+-----+----------+----------+----------+
| Loss after taxation | | | (202) | (41) |
+---------------------------------+-----+----------+----------+----------+
| Unrealised fair value gain on | | | - | (48) |
| financial liabilities at fair | | | | |
| value through profit and loss | | | | |
+---------------------------------+-----+----------+----------+----------+
| Finance costs | | | 2 | 177 |
+---------------------------------+-----+----------+----------+----------+
| Finance income | | | (72) | (11) |
+---------------------------------+-----+----------+----------+----------+
| Net gain on modification of | | | - | (233) |
| convertible loan | | | | |
+---------------------------------+-----+----------+----------+----------+
| Decrease in trade and other | | | 294 | - |
| receivables | | | | |
+---------------------------------+-----+----------+----------+----------+
| (Decrease)/increase in trade | | | (270) | 43 |
| and other payables | | | | |
+---------------------------------+-----+----------+----------+----------+
| | | |
+--------------------------------------------------+----------+----------+
| Net cash outflow from operating activities from | (248) | (113) |
| continuing operations | | |
+--------------------------------------------------+----------+----------+
| | | | | |
+---------------------------------+-----+----------+----------+----------+
| Discontinued operations | | | | |
+---------------------------------+-----+----------+----------+----------+
| Net cash inflow/(outflow) from | | | 30 | (96) |
| operating activities from | | | | |
| discontinued operations | | | | |
+---------------------------------+-----+----------+----------+----------+
| Net cash outflow from operating | | (218) | (209) |
| activities | | | |
+---------------------------------------+----------+----------+----------+
| | | | | |
+---------------------------------+-----+----------+----------+----------+
| Cash flows from investing activities | | |
+--------------------------------------------------+----------+----------+
| Continuing operations | | | | |
+---------------------------------+-----+----------+----------+----------+
| Finance cost | | | (2) | - |
+---------------------------------+-----+----------+----------+----------+
| Finance income | | | 3 | 11 |
+---------------------------------+-----+----------+----------+----------+
| | | | 1 | 11 |
+---------------------------------+-----+----------+----------+----------+
| | | | | |
+---------------------------------+-----+----------+----------+----------+
| Discontinued operations | | | | |
+---------------------------------+-----+----------+----------+----------+
| Net cash inflow from financing | | | - | 593 |
| activities from discontinued | | | | |
| operations | | | | |
+---------------------------------+-----+----------+----------+----------+
| Net cash inflow from investing | | | 1 | 604 |
| activities | | | | |
+---------------------------------+-----+----------+----------+----------+
| | | | | |
+---------------------------------+-----+----------+----------+----------+
| Cash flows from financing activities from | | |
| continuing operations | | |
+--------------------------------------------------+----------+----------+
| Proceeds from issue of share | | | 570 | - |
| capital | | | | |
+---------------------------------+-----+----------+----------+----------+
| Share issue costs | | | (15) | - |
+---------------------------------+-----+----------+----------+----------+
| New loans | | | - | 31 |
+---------------------------------+-----+----------+----------+----------+
| Repayment of loans | | | (403) | - |
+---------------------------------+-----+----------+----------+----------+
| Net cash inflow from financing | | | 152 | 31 |
| activities | | | | |
+---------------------------------+-----+----------+----------+----------+
| | | | | |
+---------------------------------+-----+----------+----------+----------+
| Net change in cash and cash | | | (65) | 426 |
| equivalents | | | | |
+---------------------------------+-----+----------+----------+----------+
| | | | | |
+---------------------------------+-----+----------+----------+----------+
| Cash and cash equivalents at | | | 264 | (162) |
| beginning of period | | | | |
+---------------------------------+-----+----------+----------+----------+
| | | | | |
+---------------------------------+-----+----------+----------+----------+
| Cash and cash equivalents at | | | 199 | 264 |
| end of period | | | | |
+---------------------------------+-----+----------+----------+----------+
1 ACCOUNTING POLICIES
Basis of Preparation
The Group financial statements have been prepared under the historical cost
convention and in accordance with International Financial Reporting Standards as
adopted by the European Union (IFRS). The Company's shares are listed on the
AIM market of the London Stock Exchange.
The principal accounting policies of the Group, which have been applied
consistently, are set out in the annual report and financial statements.
Going concern
The Directors have prepared cash flow forecasts for the period ending 31
December 2011, which assume the acquisition of the business referred to as
Tri-Star, which had the right to exploit an antimony mine in Turkey and that
funding will be obtained to carry out an initial assessment of that antimony
mine. The funding to settle the initial consideration for the acquisition by
Tri-Star is to come from a share subscription and the funding for the initial
assessment of the antimony mine will be provided by a third party funder. If
the economic viability of the antimony mine is confirmed by the initial
assessment, further funding will be secured to fully develop and exploit the
antimony mine. The Directors have also secured confirmation from the
convertible debt holder, that it will not seek repayment of the amount due to it
for a period of at least twelve months from the date of signing the financial
statements. The forecasts supported by the share subscription, the funding and
the agreement from the convertible debt holder demonstrate that the Group has
sufficient finance facilities available to allow it to continue in business for
a period of at least twelve months from the date of approval of these financial
statements. Accordingly, the financial statements have been prepared on a going
concern basis.
In the unlikely event that shareholder approval for the acquisition of Tri-Star
is not obtained, the Directors believe that the company has adequate resources
to meet its existing liabilities as they fall due.
2 Taxation
There was a tax charge for the year of GBP2,000 (2009: GBPnil).
Unrelieved tax losses of approximately GBP5.1million (2009: GBP5.1 million)
remain available to offset against future taxable trading profits. The
unprovided deferred tax asset at 31 March 2010 is GBP1,436,000 (2009:
GBP1,428,000) which has not been provided on the grounds that it is uncertain
when taxable profits will be generated by the Group to utilise those losses.
The tax assessed for the period differs from the standard rate of corporation
tax in the UK as follows:
+------------------------------------+----------+---------+--------+---------+-------+
| | | 2010 | 2010 | 2009 | 2009 |
+------------------------------------+----------+---------+--------+---------+-------+
| | | GBP'000 | % | GBP'000 | % |
+------------------------------------+----------+---------+--------+---------+-------+
| | | | | | |
+------------------------------------+----------+---------+--------+---------+-------+
| (Loss)/profit before taxation: | ` | | | | |
+------------------------------------+----------+---------+--------+---------+-------+
| Continuing operations | | (200) | | (41) | |
+------------------------------------+----------+---------+--------+---------+-------+
| Discontinued operations | | 105 | | 228 | |
+------------------------------------+----------+---------+--------+---------+-------+
| | | (95) | | 187 | |
+------------------------------------+----------+---------+--------+---------+-------+
| | | | | | |
+------------------------------------+----------+---------+--------+---------+-------+
| (Loss)/profit multiplied by | | | (28) | | 28 |
| standard rate of corporation tax | | (26) | | 52 | |
| in the UK | | | | | |
+------------------------------------+----------+---------+--------+---------+-------+
| | | | | | |
+------------------------------------+----------+---------+--------+---------+-------+
| Effect of: | | | | | |
+------------------------------------+----------+---------+--------+---------+-------+
| Expenses not deductible for tax | | 19 | 20 | 26 | 14 |
| purposes | | | | | |
+------------------------------------+----------+---------+--------+---------+-------+
| Capital allowances in excess of | | - | - | (5) | (3) |
| depreciation | | | | | |
+------------------------------------+----------+---------+--------+---------+-------+
| Income not assessable for tax | | (16) | (17) | (68) | (36) |
+------------------------------------+----------+---------+--------+---------+-------+
| Other short-term timing | | - | - | (7) | (4) |
| differences | | | | | |
+------------------------------------+----------+---------+--------+---------+-------+
| Deferred tax asset not recognised | | 23 | 25 | 2 | 1 |
+------------------------------------+----------+---------+--------+---------+-------+
| Adjustment in respect of prior | | (2) | (2) | - | - |
| years | | | | | |
+------------------------------------+----------+---------+--------+---------+-------+
| Total tax charge for year | | (2) | (2) | - | - |
+------------------------------------+----------+---------+--------+---------+-------+
3 (LOSS)/EARNINGS PER SHARE
The calculation of the basic (loss)/earnings per share is calculated by
dividing the consolidated (loss)/profit attributable to the equity holders of
the Company by the weighted average number of ordinary shares in issue during
the year.
+---------------------------------------------+----+---------+---------+
| | | 2010 | 2009 |
+---------------------------------------------+----+---------+---------+
| | | GBP'000 | GBP'000 |
+---------------------------------------------+----+---------+---------+
| | | | |
+---------------------------------------------+----+---------+---------+
| Loss attributable to equity holders of the | | | |
| Company | | | |
+---------------------------------------------+----+---------+---------+
| Continuing operations | | (202) | (41) |
+---------------------------------------------+----+---------+---------+
| Discontinued operations | | 105 | 228 |
+---------------------------------------------+----+---------+---------+
| | | (97) | 187 |
+---------------------------------------------+----+---------+---------+
+---------------------------------------------+----+-------------+-------------+
| | | 2010 | 2009 |
+---------------------------------------------+----+-------------+-------------+
| | | Number | Number |
+---------------------------------------------+----+-------------+-------------+
| | | | |
+---------------------------------------------+----+-------------+-------------+
| Weighted average number of ordinary shares | | 425,204,809 | 108,538,782 |
+---------------------------------------------+----+-------------+-------------+
The impact of the convertible loan on the (loss)/earnings per share is anti
dilutive.
4 PROFIT from discontinued operations
On 31 March 2009, The Airtime Group Limited ('TAG', a wholly owned subsidiary
of Canisp plc) disposed of certain trade and assets for consideration of
GBP652,000 plus deferred consideration of GBP335,000. Of the deferred
consideration, GBP235,000 (net of GBP97,000 provision) related to trade
receivables and GBP100,000 was held in escrow until 31 March 2010, assuming that
no valid claims were made by the purchaser under the indemnities and warranties
included in the sale and purchase agreement. As this business represented the
whole of the Group's telecommunications activities it was considered to be a
discontinued operation.
On 11 June 2009, TAG assigned the amounts held in escrow to Canisp plc for
consideration of GBP1. At 31 March 2010, GBP70,000 of the amount held in escrow
remained within other receivables, which has subsequently been received.
In respect of the deferred consideration, an additional GBP58,000 which had
previously been provided against was received by TAG during the year, resulting
in a reduction in the bad debt provision of GBP58,000. The trade receivables
balances were provided for within the discontinued operations line at 31 March
2009, therefore the reduction in provision has been disclosed as a trading
profit from discontinued operations on the statement of comprehensive income.
On 10 January 2010, TAG appointed RSM Tenon Recovery to act as nominee for
completion of a Company Voluntary Arrangement. As a result of this, the Group
is no longer liable for the equity shareholder deficit of TAG (GBP49,000 at 10
January 2010) and therefore a profit of GBP47,000 has been recognised within the
consolidated statement of comprehensive income. The profit relates to
discontinued operations therefore has been disclosed as such.
5 CONVERTIBLE LOAN and other loans
At 31 March 2008, a convertible loan of GBP528,000 and other loans of
GBP1,041,000 were due to Corvus Capital Inc. ("Corvus"), which was a substantial
shareholder in the Company. There were no fixed terms of repayment for these
loans and no interest was payable. The convertible loan was convertible at the
option of the holder into a variable number of shares in the Company. An
embedded derivative of GBP48,000 was recognised at 31 March 2008 in respect of
this conversion option.
In April 2008 the Company received a further loan of GBP31,000 from Corvus,
increasing the total amount owed to GBP1,600,000. On 22 May 2008 the Company
agreed with Corvus that Corvus may convert all or part of the amount owed up to
the amount of GBP1,600,000.The option may be exercised by the holder to convert
the loan at any time at 1p per share. If the conversion did not occur by 31
December 2009, the loan would become interest bearing at two percent per annum,
and would be repayable on demand. The loan remained capable of being converted
after 31 December 2009 on the above terms.
This conversion option represents equity, however, the option has not been
recognised as the market value of the Company's shares at the grant date of the
option in May 2008 was below par and, therefore, the directors do not consider
the value of this option to be material to the financial statements.
The revision of the repayment terms attached to the convertible loan in May 2008
represented a substantial modification of this agreement. Accordingly, the
financial liability of GBP1,600,000 held at the date of the revision was
derecognised and the fair value of the revised convertible loan, being
GBP1,367,000 was recognised in the financial statements. The net gain of
GBP233,000 in respect of this modification was recognised in the consolidated
statement of comprehensive income within finance income. In addition interest
of GBP177,000 was recognised in the consolidated statement of comprehensive
income increasing the fair value of the loan to GBP1,544,000. The convertible
loan has subsequently been measured at amortised cost.
On 19 January 2009, GBP161,500 of the convertible loan was converted into
ordinary shares in the Company at par. After the interest expense on this loan,
the balance at 31 March 2009 was GBP1,382,500.
The following conversions into ordinary shares were made during the current
year; GBP300,000 on 18 May 2009, GBP50,000 on 10 July 2009, GBP85,000 on 19
October 2009, GBP50,000 on 16 November 2009 and GBP40,000 on 9 February 2010.
Loan repayments of GBP405,000 were made during the year including interest
charges of GBP2,000 in respect of the period 1 January to 31 March 2010. During
the year there was a write off of GBP125,000 of the loan outstanding and the
GBP56,000 fair value adjustment made in 2009 was released as most of this loan
has now been converted. The outstanding loan balance at 31 March 2010 was
therefore GBP385,500.
6 share capital
+---------------------------------------+----------+----------+----------+
| | | 2010 | 2009 |
+---------------------------------------+----------+----------+----------+
| | | GBP'000 | GBP'000 |
+---------------------------------------+----------+----------+----------+
| Authorised | | | |
+---------------------------------------+----------+----------+----------+
| 4,500,000,000 deferred shares of 0.1p | | 4,500 | - |
| (nil) | | | |
+---------------------------------------+----------+----------+----------+
| 500,000,000 ordinary shares of 0.1p | | | 5,000 |
| (500,000,000 ordinary shares of 1p | | 500 | |
| each) | | | |
+---------------------------------------+----------+----------+----------+
| | | 5,000 | 5,000 |
+---------------------------------------+----------+----------+----------+
| | | | |
+---------------------------------------+----------+----------+----------+
| Allotted, issued and fully paid | | | |
+---------------------------------------+----------+----------+----------+
| 1,363,925,475 deferred shares of 0.1p | | 1,364 | - |
+---------------------------------------+----------+----------+----------+
| 856,547,275 ordinary shares of 0.1p | | 856 | 1,215 |
| (2009: 121,547,275 ordinary shares of | | | |
| 1p) | | | |
+---------------------------------------+----------+----------+----------+
| | | 2,220 | 1,215 |
+---------------------------------------+----------+----------+----------+
The movement in the ordinary share capital is analysed as follows:
+-----------------------------+-------------+----------+---------------+---------+
| | Ordinary | | Deferred | |
| | shares | | shares | |
+-----------------------------+-------------+----------+---------------+---------+
| | No. | GBP'000 | No. | GBP'000 |
+-----------------------------+-------------+----------+---------------+---------+
| Allotted, issued and fully | | | | |
| paid | | | | |
+-----------------------------+-------------+----------+---------------+---------+
| At 1 April 2009 | 121,547,275 | 1,215 | - | - |
+-----------------------------+-------------+----------+---------------+---------+
| Issue of shares | 30,000,000 | 300 | - | - |
+-----------------------------+-------------+----------+---------------+---------+
| | 151,547,275 | 1,515 | - | - |
+-----------------------------+-------------+----------+---------------+---------+
| Impact of share split | - | (1,364) | 1,363,925,475 | 1,364 |
+-----------------------------+-------------+----------+---------------+---------+
| | 151,547,275 | 151 | 1,363,925,475 | 1,364 |
+-----------------------------+-------------+----------+---------------+---------+
| Issue of shares | 705,000,000 | 705 | - | - |
+-----------------------------+-------------+----------+---------------+---------+
| | | | | |
+-----------------------------+-------------+----------+---------------+---------+
| At 31 March 2010 | 856,547,275 | 856 | 1,363,925,475 | 1,364 |
+-----------------------------+-------------+----------+---------------+---------+
The number of 0.1p ordinary shares in issue is in excess of the authorised
number of 0.1p shares. A resolution is being put to shareholders to remove the
restriction as to the maximum authorised share capital.
On 18 May 2009, 30,000,000 Ordinary Shares of 1p each were issued at par
following the conversion of GBP300,000 of the convertible loan in accordance
with the convertible loan facility agreement.
Following the approval of its shareholders at the Company's annual general
meeting on 23 June 2009 of the share division of all existing issued and
un-issued ordinary shares in the capital of the Company ('Ordinary Shares') of
1p each into one Ordinary Share of 0.1p each and nine deferred shares of 0.1p
each, application was made for 151,547,275 Ordinary Shares of 0.1p each to be
admitted to trading on AIM. Admission of these 151,547,275 Ordinary Shares of
0.1p each occurred at 8.00 am on 21 July 2009. At 31 March 2010 there were
856,547,275 Ordinary Shares of 0.1p each in issue (each of which are voting
share). The deferred shares have no voting rights and are not eligible for
dividends.
On 10 July 2009, 50,000,000 Ordinary Shares of 0.1p each were issued at par
following the conversion of GBP50,000 of the convertible loan in accordance with
the convertible loan facility agreement.
On 19 October 2009, 85,000,000 Ordinary Shares of 0.1p each were issued at par
following the conversion of GBP85,000 of the convertible loan in accordance with
the convertible loan facility agreement.
On 16 November 2009, 50,000,000 Ordinary Shares of 0.1p each were issued at par
following the conversion of GBP50,000 of the convertible loan in accordance with
the convertible loan facility agreement and 450,000,000 Ordinary shares of 0.1p
each were issued at par for cash.
On 9 February 2010, 40,000,000 Ordinary Shares of 0.1p each were issued at par
following the conversion of GBP40,000 of the convertible loan in accordance with
the convertible loan facility agreement.
On 22 October 2009, 30,000,000 Ordinary Shares of 0.1p each were issued at 0.4p
per share for cash.
7 post balance sheet events
On 23 July 2010, the directors of Canisp (the "Directors") announced that the
Company entered into a conditional agreement to acquire Tri-Star*, for a maximum
consideration of GBP300,000 (the "Proposed Acquisition").
Tri-Star, which is incorporated in Turkey, holds licences and permits in respect
of the mining and exploitation of mineral rights to the Goynuk antimony mine
(the "Goynuk Mine"), in the Gediz district of Turkey. The exploitation licences
grant the company the right to exploit non-ferrous metals and covers base and
precious metals such as copper, lead, zinc, arsenic, antimony, gold and silver.
In the financial year ended 31 December 2009, Tri-Star generated a loss of
17,124 Turkish Lira (approximately GBP7,316) and had net assets of 466,368
Turkish Lira (approximately GBP199,256) as at that date.
The consideration is to be satisfied as to GBP150,000 payable in cash on
completion of the Proposed Acquisition, with a further GBP150,000 payable in
cash subject to certain milestones being achieved (the "Deferred
Consideration").
The Proposed Acquisition constitutes a reverse takeover under the AIM Rules for
Companies, and accordingly is subject to shareholder approval. Assuming the
Waiver is granted, a detailed circular, comprising an AIM admission document,
containing full details of the Waiver and the Proposed Acquisition, will be sent
to the Company's shareholders, seeking shareholder approval for, inter alia, the
Waiver, and the Proposed Acquisition and a change in the name of the Company to
Tri-Star Resources plc.
As a part of the Proposed Acquisition, the Company intends to effect a number of
board changes, with the appointment of a number of directors with relevant
resources expertise, further details of which are set out in the Company's AIM
admission document.
8 publication of non-statutory accounts
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in section 434 of the Companies Act
2006.
The consolidated statement of financial position at 31 March 2010 and
consolidated statement of comprehensive income, consolidated statement of
changes in equity, consolidated statement of cash flows and associated notes for
the year then ended have been extracted from the Group's 2010 financial
statements upon which the auditors opinion is unqualified.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SSMFEDFSSEDA
Canisp (LSE:CN.)
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