Noventa Limited Notice of EGM -5-
15 Mayo 2013 - 5:08AM
UK Regulatory
registered office is Ugland House, 113 South
Church, PO Box 309, George Town, Grand Cayman,
Cayman Islands, British West Indies
"Secured Loan Facility" the secured loan facility granted by Richmond
to HAMCM and described in the Company's
announcement of 23 November 2012
"Settlement Agreement" the agreement between, amongst others, the
Company, Richmond and HAMCM dated 10 April
2013 described in the Company's announcement
of 11 April 2013
"Share Capital Reorganisation" the proposed reorganisation of the share
capital of the Company, as detailed in Resolution
1 set out in the EGM Notice in Part VII
of this document, by which, amongst other
things: (a) each Ordinary Share will be
subdivided into sixteen Ordinary Shares
of GBP0.0005; and (b) fifteen of every sixteen
Ordinary Shares of GBP0.0005 each will be
immediately re-designated as Deferred Shares;
(c) the Memorandum and Articles of Association
of the Company will be amended to create
the Deferred Shares; and (d) the directors
will be granted authorities to allot Ordinary
Shares of GBP0.0005 each on terms equivalent
to the authorities granted to the directors
at the Annual General Meeting of the Company
held on 23 July 2012
"Shareholder(s)" holder(s) of the Ordinary Shares
or "Ordinary Shareholder(s)"
"United Kingdom" the United Kingdom of Great Britain and
or "UK" Northern Ireland
"uncertificated" recorded on the register of Ordinary Shares
or "in uncertificated as being held in uncertificated form in
form" CREST, entitlement to which by virtue of
the CREST Regulations, may be transferred
by means of CREST
NOVENTA LIMITED
Unaudited Condensed Consolidated STATEMENT OF FINANCIAL
POSITION
AS AT 30 APRIL 2013
Consolidated Statement of Financial Position
30 April
2013
Unaudited
Note US$000
Current assets
Trade and other receivables 2 368
Cash and cash equivalents 307
675
-----------
Total assets 675
-----------
Current liabilities
Trade and other payables 3 391
Convertible redeemable preference share dividend 4 469
Short-term provisions 5 165
Derivative financial liabilities 6 2
1,027
-----------
Net current liabilities (352)
-----------
Non-current liabilities
Convertible redeemable preference share liability 4 3,743
Total liabilities 4,770
-----------
Net liabilities (4,095)
===========
Share capital 7 2,015
Share premium 121,696
Shares to be issued reserve 46
Convertible redeemable preference share reserve 617
Merger reserve 8,858
Accumulated losses (137,327)
-----------
Deficit attributable to equity holders of the parent (4,095)
===========
The 30 April 2013 unaudited condensed consolidated statement of
financial position of Noventa Limited, registered number 95036, was
approved by the Board of Directors and authorised for issue on 14
May 2013.
1. Basis of preparation
The unaudited condensed consolidated statement of financial
position incorporates the statement of financial position of
Noventa Limited (the "Company") and the entities controlled by the
Company (its subsidiaries) (collectively the "Group") as at 30
April 2013 (the "Statement of Financial Position as at 30 April
2013"). The Statement of Financial Position as at 30 April 2013,
which is unaudited and has not been reviewed by the Company's
auditor, has been prepared in accordance with the International
Financial Reporting Standards ("IFRS") accounting policies adopted
by the Group and set out in the annual report for the year ended 31
December 2011. The Group does not anticipate any change in these
accounting policies for the 17 month period ended 31 May 2013.
While the financial figures included in this report have been
computed in accordance with IFRSs, this report does not contain
sufficient information to constitute an interim financial report as
that term is defined in IFRSs. The financial information contained
in this report also does not constitute statutory accounts under
the Companies (Jersey) Law 1991, as amended. The Company's latest
statutory accounts were drawn up for the financial year ended 31
December 2011. The auditors reported on those accounts: while their
report was unqualified it included statements of emphasis of matter
regarding the Company and Group's going concern status and the
impairment charge recorded against property, plant and equipment.
Readers are referred to the auditors' report to the Group financial
statements as at 31 December 2011 (available at
www.noventagroup.com).
This Statement of Financial Position as at 30 April 2013 has
been voluntarily prepared to present the financial position of the
Group after the Company's loss of control on 25 March 2013 over
certain of its subsidiary companies following the enforcement of a
default (the "Default") against a former subsidiary undertaking,
HAMC Minerals Limited ("HAMCM"), under a syndicated secured loan
facility (the "Secured Loan") provided by Richmond Partners Master
Limited ("Richmond"). Subsequent to this loss of control, the Group
ceased to be involved in the mining and processing of Tantalum
pentoxide concentrate ("Ta(2) O(5) concentrate").The following
represents a list of the subsidiaries of the Company as at 30 April
2013, all of which are 100% owned in the Group:
Name Country of incorporation Principal Activity Class of
and operation shares held
Highland African Mining Company Limited Jersey Holding company Ordinary
Speciality Minerals Corporation Limited Jersey Marketing and Sales Ordinary
This Statement of Financial Position as at 30 April 2013 has
been prepared in accordance with the IFRS principles applicable to
a going concern, which contemplate the realisation of assets and
liquidation of liabilities during the normal course of operations.
Having carried out a going concern review in preparing this
Statement of Financial Position as at 30 April 2013, the Directors
have concluded that there is a reasonable basis to adopt the going
concern principle.
Except where otherwise noted, amounts are presented in this
report in United States Dollars.
2. Trade and other receivables
Included within 'Trade and other receivables' is $176,000 due
from the Group's customers to Speciality Minerals Corporation
Limited ("SMC") from the sale of Ta(2) O(5) concentrate prior to
HAMCM's Default under the Secured Loan. Under the terms of the
settlement agreement dated 10 April 2013 between, inter alia, the
Company, SMC and Richmond, any amount recovered from the Group's
customers is due to Richmond. The obligation to pay any amounts
recovered from the Group's customers to Richmond is recorded within
'Trade and other payables' (refer to note 3). The remaining amount
relates to non-refundable prepayments.
3. Trade and other payables
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