Included within 'Trade and other payables' is $176,000 which is
due to Richmond if the Group is successful in recovering amounts
due from its customers (refer to note 2). All other amounts
included within 'Trade and other payables' are stated at their
invoiced value or the Directors best estimate of the expected
amounts payable for liabilities accrued but not yet invoiced. The
Directors are in discussions with certain creditors of the Group to
settle outstanding liabilities by a combination of cash and
Ordinary Shares in the Company which, if successful, may reduce the
cash outflows required to be paid by the Group to settle its
outstanding liabilities.
4. Convertible redeemable preference shares
In legal form the Convertible Redeemable Preference Shares
("CPS") are part of the Capital Stock of the Company (note 7).
Under IFRS, the CPS are presented to reflect their separately
identifiable components which include both liability and equity
features. The basis for the initial valuation of the equity and
liability components of the CPS and their subsequent remeasurement
is provided in the Group's financial statements for the year ended
31 December 2011.
The CPS were issued at a price of $4.218 per CPS in March 2011
(the "Issue Price"). The CPS have a nominal value of GBP1.00 each
and carry an annual coupon ("Dividend") of 10% of the Issue Price,
payable quarterly in arrears. Under the terms of the CPS:
-- each CPS is convertible at any time at the holders' request
into one Ordinary Share in the Company;
-- the Company can give notice of redemption at any time at the
Issue Price. If an early redemption notice is issued, the holder of
the CPS can issue a conversion notice at any date prior to the
stipulated redemption date;
-- subject to Jersey Law and in particular the Company being
solvent at the redemption date, the CPS will be mandatorily
redeemed on 11 April 2016, with a total redemption value (excluding
Dividends) of $4,336,000;
-- the CPS dividend accrues quarterly and is payable, subject to
Jersey Law in arrears within 10 calendar days of each of 31 March,
30 June, 30 September and 31 December; and
-- to the extent that the Company cannot lawfully pay the
Dividend or redeem the CPS, which is the case when the Directors
are unable under Jersey Law to conclude that the Company is solvent
at the date of payment or redemption, then the Dividend or
redemption is deferred until the date at which it can lawfully be
paid.
The Company has been unable to pay the Dividend for the period
commencing 1 March 2012 to the date of this report under the terms
of Jersey Law. The Dividend continues to accrue in accordance with
the terms of the CPS with $469,000 accrued as at 30 April 2013
within current liabilities.
5. Short term provisions
Short term provisions represent liabilities arising from
contractual arrangements of the Group under which the Group has
potential obligations to indemnify the third party against costs or
losses incurred. These provisions relate to the Company, Noventa
Limited. The Group anticipates that any cash outflow arising from
short term provisions will be realised in 2013 and 2014 but remains
optimistic that part, or all, of the short term provisions will not
result in cash outflows for the Group and may be written back in
future periods.
6. Derivative financial liabilities
Derivative financial liabilities represents warrants issued by
the Company which are classified as derivative financial
liabilities because the warrants are issued in GBGBP which is not
the functional currency of the Company. At 30 April 2013 the fair
value of derivative financial liabilities for warrants is
$2,000.
7. Share capital
7.1. Share capital
30 April
2013
Unaudited
GBP
Share capital
Authorised
3,000,000,000 Ordinary Shares of GBP0.008 each 24,000,000
7,000,000 Preference Shares of GBP1.00 each 7,000,000
-----------
31,000,000
===========
GBP000
Allotted, called up and fully paid
157,658,819 Ordinary Shares of GBP0.008 each 1,261
1,028,075 Preference Shares of GBP1.00 each 1,028
-----------
2,289
===========
7.1.1. Ordinary Shares
The Company has one class of Ordinary Shares which carry no
right to fixed income. Each Ordinary Share carries the right to one
vote at the general meetings of the Company.
7.1.2. Preference Shares
The Company has one class of Preference Shares which carry the
right to a fixed preferential dividend at a percentage rate per
annum, determined by the Board of Directors of the Company (the
"Board") at the date of issue and payable in preference to any
dividend in respect of any other class of shares. The Board may
provide that different preferential dividends apply to different
Preference Shares; in such an event all Preference Shares will be
treated as one and the same class. Other than for the preference
dividend the Preference Shares do not confer any further rights of
participation in the profits of the Company.
The Preference Shares do not carry voting rights at the general
meetings of the Company, except in circumstances where the business
of the meeting includes consideration of a resolution which
directly or adversely varies any of the rights attached to the
Preference Shares, in which case the Preference Shareholders may
vote in respect of such a resolution.
On winding up of the Company or other return of capital, the
assets of the Company will be applied to repaying holders of the
Preference Shares in priority to holders of the Ordinary
Shares.
Preference Shares may be redeemed by the Company under the terms
of redemption of the Preference Shares determined by the Board at
the date of issue, or as amended by resolution approved at a
meeting of the relevant Preference Shareholders.
Preference Shares may be converted into Ordinary Shares of the
Company under the terms of conversion of the Preference Shares
determined by the Directors at the date of issue, or as amended by
resolution approved at a meeting of the relevant Preference
Shareholders.
7.1.3. Other matters
No person has any special rights of control over the Company's
share capital and all issued shares are fully paid.
There are no specific restrictions on the size of a holding of
shares nor on the transfer of shares, which are both governed by
the general provisions of the Articles of Association, which
include language similar to the language included in Rule 9 of the
UK Takeover Code, and prevailing legislation. The Directors are not
aware of any agreements between holders of the Company's shares
that may result in restrictions on the transfer of securities or on
voting rights.
.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained or incorporated by reference in
this release, including any information as to the Noventa's
strategy, projects, plans, prospects, future outlook, anticipated
events or results or future financial or operating performance,
constitutes "forward-looking statements". All statements, other
than statements of historical fact, are forward-looking statements.
Forward-looking statements can often, but not always, be identified
by the use of words such as "plans", "expects", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates",
"predicts", "potential", "continue" or "believes", or variations
(including negative variations) of such words; or statements that
certain actions, events or results "may", "could", "would",
"should", "might", "potential to", or "will" be taken, occur or be
achieved or other similar expressions concerning matters that are
not historical facts. Readers are cautioned that forward-looking
statements are not guarantees of future performance. All of the
forward-looking statements made or incorporated in this press
release are qualified by these cautionary statements.
Forward-looking statements are necessarily based on a number of
factors, estimates and assumptions that, while considered
reasonable by Noventa as of the date of such statements, are
inherently subject to significant business, economic and
competitive uncertainties and contingencies. Readers are also
cautioned that forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Noventa to differ
materially from those expressed or implied in the forward-looking
statements.
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