TIDMCSB
RNS Number : 8723G
Crosby Asset Management Inc
19 May 2011
Embargoed: 0700hrs, 19 May 2011
Crosby Asset Management Inc.
("CAM" or the "Company")
Preliminary Results for the Year Ended 31 December 2010
Crosby Asset Management Inc. (AIM:CSB.L), the natural resources
focused investment company, is pleased to announce its preliminary
results, for the year ended 31 December 2010.
Highlights
-- Disposed of its previous operating businesses, cleaned up its
balance sheet, and has been reconstituted as an investing
company;
-- Adopted a new strategy to invest in natural resources
opportunities with the support of major shareholders;
-- Welcomed Arkadiy Abramovich as a new substantial (circa 26
per cent) shareholder in April 2011;
-- Proposed name change to Zoltav Resources Inc.; and
-- Cash reserves bolstered by GBP2.25 million (before expenses)
fundraising post year-end.
Robert Owen, Chairman, commented:
"The Company has focused its investment activities on the
natural resources sector, leveraging the experience and
relationships of the Board of CAM (the "Board") and the Company's
strategic investors, in order to focus on creating maximum value
for shareholders."
For further information please contact:
Crosby Asset Management Inc.
Trevor Wells / Peter Moss
Tel. +44 (0)20 7399 4384
Strand Hanson Limited
Stuart Faulkner / James Spinney / Rory Chichester
Tel. +44 (0) 207 409 3494
Renaissance Capital Limited
Ed Johnson / Simon Matthews
Tel. +44 (0) 20 7367-8257
M: Communications
Ben Simons / Maria Souvorov
Tel. +44 (0)20 7920 2340/2327
Chairman's and Chief Executive's Report
During the year significant steps were taken to transform the
direction and strategy of the Company:
In October 2010, the Company disposed of its operating
businesses, allowing the Company to use the proceeds to clear
outstanding loans and to clean up its balance sheet. CAM
subsequently re-designated itself as an investing company, as
defined in the AIM Rules, and adopted an investment strategy to
acquire holdings in the natural resources sector, which, the Board
believes, are undervalued and where one or more such transactions
have the potential to create value for shareholders. Under the
investing strategy there is no limit to the number of projects in
which the Company may invest and the Board will consider possible
opportunities anywhere in the world with a particular focus on
Africa, South America, Australasia and central and eastern
Europe.
The Board is confident that CAM has obtained a number of
influential shareholders during, and after, the period under
review, who are supportive of the Company's new strategy:
-- In December 2010, ECK Partners Holdings Limited ("ECK")
acquired the 89.35 per cent shareholding in the Company held by our
previous parent company. ECK is an investment holding company owned
as to 88.86 per cent by TW Indus Limited ("TW Indus"), a company
wholly-owned by Ilyas Khan, and 11.14 per cent by CAM's Chairman,
Robert Owen, at the date of the transaction.
-- In January 2011, Old Church Street Holdings Limited acquired
a c.54 per cent shareholding in CAM via a strategic sale of shares
to it by ECK. Old Church Street Holdings Limited is a privately
owned investment holding company, which predominately invests in
the natural resources sector and counts John McKeon as its primary
discretionary beneficiary.
-- In April 2011, ECK and Old Church Street Holdings Limited
each sold part of their stakes to ARA Capital Limited ("ARA"), a
company beneficially owned by Arkadiy Abramovich, who, as a result
has become the Company's largest shareholder with 25.4 per cent.
Old Church Street Holdings Limited and ECK remain 24.4 per cent and
17.8 per cent shareholders today respectively.
In January and February 2011, the Company raised gross funds
GBP2.25 million, in support of its new strategy, from institutional
and professional investors. The Board believes that these funds
have provided CAM with sufficient resources to meet its working
capital requirements and pursue the investment strategy.
The Board has proposed a name change to Zoltav Resources Inc.
more appropriately to reflect the new direction of the Company. The
necessary resolutions to implement this name change will be
proposed for shareholder approval at the upcoming general meeting
of the Company to be held on 21 June 2011 at Le Meridien Beach
Plaza Hotel, 22 Avenue Princesse Grace, 98000 Monte Carlo, Monaco
at 2.00 p.m. (local time).
Outlook
The Company is focusing its investment activities on the natural
resources sector, leveraging the experience and relationships of
the Board and the Company's strategic investors, in order to focus
on creating maximum value for shareholders and look forward to
reporting progress on these activities.
Robert Owen, Chairman
Johnny Chan, Chief Executive Officer
19 May 2011
Consolidated Income Statement
For the year ended 31 December 2010
(Restated)
2010 2009
Notes US$'000 US$'000
Continuing Operations
Other income 175 17
Administrative expenses (763) (1,654)
Other operating expenses (329) (29)
Loss from operations 2 (917) (1,666)
Finance costs (24) -
Loss before taxation (941) (1,666)
Taxation 3 - -
Loss for the year from continuing
operations (941) (1,666)
Discontinued Operations
Profit/(Loss) for the year from
discontinued operations 4 2,667 (9,922)
Profit/(Loss) for the year 1,726 (11,588)
(Restated)
2010 2009
Note US$'000 US$'000
Attributable to:
Owners of the Company
Loss for the year from continuing
operations (941) (1,666)
Profit/(Loss) for the year from
discontinued operations 1,752 (9,275)
811 (10,941)
Non-controlling interests
Profit/(Loss) for the year from
discontinued operations 915 (647)
915 (647)
Profit/(Loss) for the year 1,726 (11,588)
Dividend - -
----------------------------------------------- ----- --------- -----------
Profit/(Loss) per share attributable
to owners of the Company during the year US cents US cents
Basic 5
Continuing operations (0.36) (0.68)
Discontinued operations 0.67 (3.81)
0.31 (4.49)
Diluted
Continuing operations (0.36) (0.68)
Discontinued operations 0.67 (3.81)
0.31 (4.49)
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2010
2010 2009
US$'000 US$'000
Profit/(Loss) for the year 1,726 (11,588)
Other comprehensive income:
-------- ---------
Available-for-sale investments
Gain/(deficit) on revaluation
Recycle to income statement: 322 (810)
Provision for impairment 6 1,536
Upon disposal of subsidiaries (322) 362
Exchange differences on translating
foreign operations 175 46
Exchange differences recycle to income
statement upon disposal of subsidiaries (743) -
Share of other comprehensive income
of associates - (52)
Share of other comprehensive income
of jointly controlled entities - 11
-------- ---------
Other comprehensive income for the
year, before and net of tax (562) 1,093
Total comprehensive income for the
year, before and net of tax 1,164 (10,495)
-------- ---------
Attributable to:
Owners of the Company 249 (9,848)
Non-controlling interests 915 (647)
Total comprehensive income for the
year, before and net of tax 1,164 (10,495)
-------- ---------
Consolidated Statement of Financial Position
As at 31 December 2010
2010 2009
US$'000 US$'000
ASSETS
Non-current assets
Property, plant and equipment 38 373
Interests in jointly controlled entities - 16
Available-for-sale investments - 291
Note receivable - 508
Intangible assets - 21
-------------------------------------------------- -------- --------
38 1,209
-------------------------------------------------- -------- --------
Current assets
Amounts due from parent and related companies - 4
Trade and other receivables 17 1,121
Tax recoverable - 74
Financial assets at fair value through
profit or loss - 115
Cash and cash equivalents 73 6,723
-------------------------------------------------- -------- --------
90 8,037
Total assets 128 9,246
-------------------------------------------------- -------- --------
LIABILITIES
Current liabilities
Amounts due to parent and related companies - (2)
Other payables (386) (2,425)
Deferred income - (26)
Obligations under finance leases - (348)
Provision for liabilities - (6,209)
-------------------------------------------------- -------- --------
(386) (9,010)
-------------------------------------------------- -------- --------
Non-current liabilities
Loan payable - (54)
Obligations under finance leases - (144)
-------------------------------------------------- -------- --------
- (198)
Total liabilities (386) (9,208)
-------------------------------------------------- -------- --------
EQUITY
Share capital 3,098 2,435
Reserves (3,356) (3,427)
--------------------------------------------------
Capital deficiency attributable to owners
of the Company (258) (992)
Non-controlling interests - 1,030
-------------------------------------------------- -------- --------
(Capital deficiency)/Total equity (258) 38
--------------------------------------------------
Total equity and liabilities 128 9,246
-------------------------------------------------- -------- --------
Consolidated Statement of Changes in Equity
For the year ended 31 December 2010
Total Equity
(Capital deficiency) / Equity attributable to owners Non-controlling (Capital
of the Company interests deficiency)
------------------------------------------------------------------------------------------
Employee
share-based Foreign Investment Profit
Share Share Capital compensation exchange revaluation and loss
capital premium reserve reserve reserve reserve account Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January 2009 2,435 6,344 23,455 3,597 20 (1,088) (26,579) 8,184 1,648 9,832
Employee
share-based
compensation - - - 672 - - - 672 29 701
Lapse of share
options - - - (1,015) - - 1,015 - - -
Transactions with
owners - - - (343) - - 1,015 672 29 701
-------------------- -------- -------- -------- ------------- --------- ------------ --------- --------- ---------------- ---------------------
Loss for the year - - - - - - (10,941) (10,941) (647) (11,588)
Other comprehensive
income:
Available-for-sale
investments
Deficit on
revaluation - - - - - (810) - (810) - (810)
Recycle to income
statement:
Provision for
impairment - - - - - 1,536 - 1,536 - 1,536
Upon disposal of
subsidiaries - - - - - 362 - 362 - 362
Exchange difference
on translating
foreign exchange
operations - - - - 46 - - 46 - 46
Share of other
comprehensive
income of
associates - - - - (52) - - (52) - (52)
Share of other
comprehensive
income of jointly
controlled
entities - - - - 11 - - 11 - 11
Total comprehensive
income for the
year - - - - 5 1,088 (10,941) (9,848) (647) (10,495)
-------------------- -------- -------- -------- ------------- --------- ------------ --------- --------- ---------------- ---------------------
At 31 December 2009 2,435 6,344 23,455 3,254 25 - (36,505) (992) 1,030 38
Consolidated Statement of Cash Flows
For the year ended 31 December 2010
(Restated)
2010 2009
US$'000 US$'000
Operating activities
Continuing operations
Loss before taxation (941) (1,666)
Adjustments for:
Finance costs 24 -
Employee share-based compensation 101 276
Depreciation of property, plant and
equipment 22 1
Waiver of amounts due to former fellow
subsidiaries (157) -
Foreign exchange gains, net (5) (17)
-------- -----------
Operating cash flow before working
capital changes (956) (1,406)
Increase in trade and other receivables (4) (4)
Increase/(Decrease) in trade and other
payables 42 (126)
Increase in amounts due to parent company
and related company - 1,515
Net cash outflow used in operating
activities from continuing operations (918) (21)
-------- -----------
Discontinued operations
Net cash outflow used in operating
activities from discontinued operations (2,296) (8,168)
Net cash outflow used in operating
activities (3,214) (8,189)
-------- -----------
Consolidated Statement of Cash Flows (Continued)
For the year ended 31 December 2010
(Restated)
2010 2009
US$'000 US$'000
Investing activities
Continuing operations
Net cash outflow used in investing
activities from continuing operations - -
Discontinued operations
Net cash outflow used in investing
activities from discontinued operations (3,856) (311)
Net cash outflow used in investing
activities (3,856) (311)
-------- -----------
Financing activities
Continuing operations
Loan from a related company 1,000 -
Net cash inflow generated from financing
activities from continuing operations 1,000 -
-------- -----------
Discontinued operations
Net cash outflow used in financing
activities from discontinued operations (564) (319)
Net cash inflow generated from /(outflow)
used in financing activities 436 (319)
-------- -----------
Net decrease in cash and cash equivalents (6,634) (8,819)
Cash and cash equivalents as at 1 January 6,723 15,526
Effect of exchange rate fluctuations (16) 16
Cash and cash equivalents as at 31
December 73 6,723
======== ===========
Analysed into:
- Continuing operations 73 -
- Discontinued operations - 6,723
Total 73 6,723
======== ===========
Notes to the Consolidated Financial Information
1. Basis of preparation
The Company was incorporated in the Cayman Islands, which does
not prescribe the adoption of any particular accounting framework.
The Board has therefore adopted International Financial Reporting
Standards ("IFRSs") issued by the International Accounting
Standards Board. The Company's shares are listed on the AIM of
London Stock Exchange.
The consolidated financial statements are prepared under
historical cost convention except for financial instruments
classified as available-for-sale and at fair value through profit
or loss, which are measured at fair value. The measurement bases
are fully described in the accounting policies detailed in the
Group's 2010 annual report and consolidated financial
statements.
It should be noted that accounting estimates and assumptions are
used in preparation of the consolidated financial statements.
Although these estimates are based on management's best knowledge
and judgement of current events and actions, actual results may
ultimately differ from those estimates. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated
financial statements, are set out in the Group's 2010 annual report
and consolidated financial statements.
The consolidated financial statements incorporate the financial
statements of the Company and its subsidiaries(together referred to
as "the Group") made up to 31 December each year. Material
intra-group balances and transactions, and any unrealised gains
arising from intra-group transactions, are eliminated on
consolidation. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset
transferred.
The principal accounting policies are detailed in the Group's
2010annual report and consolidated financial statements.
2. Segmental Information
In identifying the Group's operating segments, the management
generally followed the Group's service lines which represented the
main service lines provided by the Group.
The Group identified the following reportable operating
segments:
i) Asset Management - provision of fund management, asset
management and wealth management services.
ii) Direct Investment - the remaining investments held which
arose from the discontinued merchant banking segment which was
disposed of in 2008 and were managed on a passive basis.
Upon the disposal of all the subsidiaries to its holding
company, both the Asset Management and Direct Investment businesses
have been shown as discontinued operations.
The revenues generated, losses incurred from operations and
total assets by each of the Group's operating segments are
summarised as follows:
Direct Investment Asset Management Total
(Restated) (Restated) (Restated)
2010 2009 2010 2009 2010 2009
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Continuing
operations
Revenue from
external
customers - - - - - -
Inter-segment
revenues - - - - - -
----------------- -------- ----------- -------- ----------- -------- -----------
Total revenue - - - - - -
----------------- -------- ----------- -------- ----------- -------- -----------
Segment loss
from
continuing
operations - - - - - -
----------------- -------- ----------- -------- ----------- -------- -----------
Discontinued
operations
Revenue from
external
customers - - 1,630 3,505 1,630 3,505
Inter-segment
revenues - 57 - 1,139 - 1,196
----------------- -------- ----------- -------- ----------- -------- -----------
Total revenue - 57 1,630 4,644 1,630 4,701
----------------- -------- ----------- -------- ----------- -------- -----------
Segment
(loss)/profit
from
discontinued
operations (276) (2,085) 1,840 (5,785) 1,564 (7,870)
----------------- -------- ----------- -------- ----------- -------- -----------
Continuing
operations
Segment total
assets - - - - - -
----------------- -------- ----------- -------- ----------- -------- -----------
Discontinued
operations
Segment total
assets - 645 - 8,567 - 9,212
----------------- -------- ----------- -------- ----------- -------- -----------
Segment (loss)/profit from operations can be reconciled to
consolidated loss from operations as follows:
Continuing Discontinued
operations operations Total
(Restated) (Restated) (Restated)
2010 2009 2010 2009 2010 2009
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Segment (loss)/profit
from operations - - 1,564 (7,870) 1,564 (7,870)
Reconciling items:
Other income not
allocated 170 17 - 2 170 19
Restructuring
credit/(expenses) - - 23 (2,622) 23 (2,622)
Other credit/( expenses)
not allocated (1,087) (1,683) (1) 523 (1,088) (1,160)
Elimination of inter-segment
revenue/ expenses - - - 12 - 12
-------- ----------- -------- ----------- -------- -----------
(Loss)/Profit from operations (917) (1,666) 1,586 (9,955) 669 (11,621)
Finance costs (24) - (65) (112) (89) (112)
Share of losses of associates - - - (42) - (42)
Share of profits of jointly
controlled entities - - 70 128 70 128
-------- ----------- -------- ----------- -------- -----------
(Loss)/Profit before taxation (941) (1,666) 1,591 (9,981) 650 (11,647)
-------- ----------- -------- ----------- -------- -----------
Segment total assets can be reconciled to consolidated total
assets as follows:
(Restated)
2010 2009
US$'000 US$'000
Segment total assets - 9,212
Other assets not
allocated 128 34
-------- -----------
Total assets 128 9,246
-------- -----------
Direct investment Asset Management Other Total
(Restated) (Restated) (Restated) (Restated)
2010 2009 2010 2009 2010 2009 2010 2009
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Other information
Continuing
operations
Depreciation - - - - 22 1 22 1
Share-based
compensation - - - - 101 276 101 276
Discontinued
operations
Interest income (9) (23) (15) (31) - - (24) (54)
Depreciation - - 144 222 - - 144 222
Impairment of
available-for-sale
investments - - 6 1,536 - - 6 1,536
Impairment of
associates - - - 389 - - - 389
Impairment of a
jointly controlled
entity - - - 128 - - - 128
Impairment of
other receivable - - 3 71 - - 3 71
Share-based
compensation - 4 76 421 - - 76 425
The Group definedgeographical locations with reference to those
revenue producing assets and transactions that arise from customers
domiciled worldwide. Due to the nature of the business, precise
segregation of geographical activities would be arbitrary and
therefore considered not appropriate.
3. Taxation
2010 2009
US$'000 US$'000
Current tax credit
United Kingdom:
- Over provision in prior
years 35 32
Overseas:
- Under provision in prior
years (32) -
- Over provision in prior
years - 27
(32) 27
Total 3 59
---------------------------- -------- --------
Analysed into
Continuing operations - -
Discontinued operations 3 59
Total 3 59
------------------------- ---
United Kingdom and overseas income tax for the year have been
calculated at the rates prevailing in the relevant
jurisdictions.
A reconciliation of the tax credit applicable to the
profit/(loss)before taxation using the statutory rates for the
countries in which the Company and its subsidiaries are domiciled
to the tax credit at the effective tax rates, and a reconciliation
of the statutory tax rates to the effective tax rates, are as
follows :
2010 2009
US$'000 % US$'000 %
(Loss)/Profit before
taxation
Continuing operations (941) (1,666)
Discontinued operations 1,591 (9,981)
650 (11,647)
Less: Adjustments
Share of profits of
jointly controlled
entities (70) (128)
Share of losses of
associates - 42
580 (11,733)
------------------------------- -------- -------- --------- --------
Tax at the domestic
income tax rates 96 16.50 (1,936) 16.50
Tax effect of prior
year's tax losses
utilised this year - - (136) 1.16
Income not subject
to tax (96) (16.50) (1,213) 10.34
Expenses not deductible
for tax - - 2,457 (20.94)
Tax effect of unrecognised
temporary differences - - (108) 0.92
Tax effect of unrecognised
tax losses - - 936 (7.98)
Under provision in
prior years 32 5.50 - -
Over provision in
prior years (35) (6.02) (59) 0.51
Tax credit for the
year (3) (0.52) (59) 0.51
No recognition of potential deferred tax assets of the Group has
been made as the recoverability of the potential assets is
uncertain.
4. Discontinued operations
(Restated)
2010 2009
Note US$'000 US$'000
Revenue 1,630 3,505
Cost of sales (291) (451)
Gross profit 1,339 3,054
Profit/(Loss) on financial assets at
fair value through profit or loss 3 (2,003)
Other income 3,801 600
Administrative expenses
-------- -----------
Restructuring credit/(expenses) (i) 23 (2,622)
Other administrative expenses (3,353) (5,345)
-------- -----------
(3,330) (7,967)
Distribution expenses - (3)
Impairment of available-for-sale investments (6) (1,536)
Impairment of associates - (389)
Impairment of a jointly controlled entity - (128)
Other operating expenses (221) (1,583)
Profit/(Loss) from operations 1,586 (9,955)
Finance costs (65) (112)
Share of losses of associates - (42)
Share of profits of jointly controlled
entities 70 128
Profit/(Loss) before taxation 1,591 (9,981)
Taxation 3 59
Profit/(Loss) after taxation 1,594 (9,922)
Gain on disposal of discontinued operations 1,073 -
Profit/(Loss) for the year from discontinued
operations 2,667 (9,922)
Notes:
(i) The amounts include the additional provision for onerous
contract of US$106,000 (2009: US$2,685,000) representing the
discounted net present value of the future property operating lease
rental payments under the operating lease on the basis that no
sublet of the property is achieved for the remaining term of the
lease. As at 31 December 2010, the provision for the onerous
contract was US$Nil (2009: US$2,963,000) following the disposal of
subsidiaries.
(ii) For the purpose of presenting discontinued operations, the
comparative consolidated income statement and consolidated
statement of comprehensive income, the consolidated statement of
cash flowsand the related notes have been re-presented as if the
operations discontinued during the year had been discontinued at
the beginning of the comparative period.
5. Profit/(Loss) per Share
(a) Basic
Basic profit/(loss) per share is calculated by dividing
consolidated loss attributable to owners of the Company by the
weighted average number of ordinary shares in issue during the
year.
2010 2009
US$'000 US$'000
Profit/(Loss) attributable
to owners of the Company
- Continuing operations (941) (1,666)
- Discontinued operations 1,752 (9,275)
811 (10,941)
---------------------------- -------- ---------
2010 2009
Weighted average number of
shares for calculating basic
loss per share 259,475,821 243,475,000
2010 2009
US cents US cents
Basic (loss)/profit per share
- Continuing operations (0.36) (0.68)
- Discontinued operations 0.67 (3.81)
0.31 (4.49)
-------------------------------- --------- ---------
(b) Diluted
The diluted profit per share for 2010 is the same as the basic
profit per share as the outstanding share options were all
exercisable at a price significantly in excess of the share price
throughout 2010.
The diluted loss per share for 2009 is the same as the basic
loss per share as the outstanding share options were
anti-dilutive.
6. Publication
The financial information set out in this preliminary
announcement does not constitute statutory accounts.
The consolidated statement of financial position at 31 December
2010 and the consolidated income statement, consolidated statement
of comprehensive income, consolidated statement of changes in
equity, consolidated statement of cash flows and enclosed notes for
the year then ended have been extracted from the Group's 2010
statutory financial statements upon which the auditors opinion is
unqualified.
7. Copies of This Announcement
Copies of this announcement are available for collection from
the Company's offices at 4 Old Park Lane, London W1K 1QW.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SFMFMAFFSEEI
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