REG - YOLO Leisure & Tech - Final Results <Origin Href="QuoteRef">YOLO.L</Origin> - Part 2
24/03/2016 13:40
- Part 2: For the preceding part double click ID:nRSX1194Ta
Steve Harrhy - 39,316
Steve Chambers - 28,191
Simon Robinson 37,000 5,000
Sohail Bhatti 38,581 5,000
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Aggregate emoluments 75,581 77,507
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No director benefitted from any increase in the value of share options during
the year. No director exercised share options in the year.
The number of Directors for whom retirement benefits are accruing under
defined contribution schemes was Nil (2014: 1). The total contributions
payable during the year amounted to £Nil (2014: £975).
No new warrants were awarded to Directors during the year. Warrants held at
the end of the year are detailed below
2015 2014
Number Number
Simon Robinson (exercise price 1.3p, expires 15 July 2017) 4,461,538 4,461,538
Sohail Bhatti (exercise price 1.3p, expires 15 July 2017) 1,500,000 1,500,000
----------------------- ---------------------
5,961,538 5,961,538
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9. STAFF COSTS 2015 2014
Number Number
The average monthly number of employees (including Directors)
during the year was
Administration 2 3
Sales - 2
---------------- ----------------
2 5
======== ========
£ £
Employment costs
Wages and salaries 58,000 176,386
Social security costs 2,661 15,964
Other pension costs - 975
---------------- -------------------
60,661 193,325
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10. PENSION COSTS
The Company operated a defined contribution pension scheme until 2014. The
assets of the scheme are held separately from those of the Company in an
independently administered fund. The pension cost charge represents
contributions payable by the Company to the fund.
2015 2014
£ £
Contributions payable by the Company for the year - 4,975
======= =======
Contributions payable at the year end included in other payables - -
======= =======
11. TAXATION 2015 2014
£ £
11(a) Current year tax
UK corporation tax (note 11(b)) - -
======= ========
11(b) Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (277,961) (638,130)
----------------- -----------------
Loss on ordinary activities before taxation multiplied by the main
rate of UK corporation tax 20% (2014: 22%) (55,592) (140,389)
----------------- ------------------
Effects of:
Non deductible expenses - 24,530
Non taxable income - (183,896)
Accelerated capital allowances - 846
Other timing differences - 41,294
Utilisation of tax losses - 257,615
Carried forward management expenses (55,592) -
----------------- ------------------
Current tax charge - -
========= =========
12. LOSS PER SHARE
The calculations of loss per share are based on the following losses and
number of shares.
2015 2014
Basic Diluted Basic Diluted
Loss for the financial year (244,920) (244,920) (638,130) (638,130)
------------------------ ---------------------- ----------------------- ---------------------
Weighted average number of shares for basic and
diluted loss per share 126,908,817 126,908,817 30,799,702 30,799,702
=========== =========== =========== ==========
In accordance with the provisions of IAS33 in 2015 and 2014 shares under
option were not regarded as dilutive in calculating diluted earnings per
share.
13. INVESTMENTS Level 1 Level 3 Total
£ £ £
Cost
At 1 October 2014 - - -
Additions during the year 640,305 557,500 1,197,805
Revaluation gain 33,041 - 33,041
---------------------- ---------------------- ------------------------
At 30 September 2015 673,346 557,500 1,230,846
---------------------- ---------------------- -----------------------
Net book value
At 30 September 2015 673,346 557,500 1,230,846
=========== =========== ===========
At 30 September 2014 - - -
=========== =========== ===========
Investments are measured at fair value. The directors consider that the
carrying amount of investments approximates to their fair value.
Level 1 reflects financial instruments quoted in an active market.
All unquoted investments are level 3 in the fair value hierarchy, being
financial instruments whose fair value is determined in whole or in part using
valuation techniques based on assumptions that are not supported by prices
from observable market transactions in the same instrument and not based on
available observable market data.
The Company acquired the following investments during the year:
Gfinity Plc
On 17 December 2014 the Company acquired 2.27% holding in GFinity, an e-gaming
business, for a consideration of £300,000. The investment was made pursuant
to, and on the same terms as, a placing by GFinity share to AIM.
On 23 January 2015 the Company increased its holding in Gfinity to 2.75% by
acquiring further shares for a consideration of £64,651.
Simplestream Limited
On 4 February 2015 the Company invested £557,500 (including costs) in 5.1% of
the equity of Simplestream Limited, a company specialising in over the top
television (OTT) services.
Audioboom Plc
On 23 February the Company acquired 2,500,000 shares in Audioboom Plc for a
consideration of £245,488
On 8 September 2015 the Company acquired a further 1,000,000 shares in
Audioboom Plc for a consideration of £30,166.
14. TRADE AND OTHER RECEIVABLES
2015 2014
£ £
Trade receivables 4,200 -
Prepayments and accrued income 3,163 3,630
Other receivables 9,186 3,967
----------------- ----------------
16,549 7,597
======== ========
The Directors consider the carrying value of trade receivables to equal their
fair value. The average credit period taken on sales of goods is 30 days
(2014: Nil days). No interest is charged on receivables.
15. TRADE AND OTHER PAYABLES
2015 2014
£ £
Other taxes and social security costs 4,705 -
Accruals and deferred income 34,159 35,809
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38,864 35,809
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The Directors consider the carrying value of trade payables to equal their
fair value.
16. SHARE CAPITAL 2015 2014
£ £
Issued and fully paid
As at 1 October 2014 1,813,675 905,065
Issue of 36,927,903 (2014: 90,860,947) Ordinary shares of 1p each 369,279 908,610
----------------------- -----------------------
At 30 September 2015 2,182,954 1,813,675
=========== ===========
The Company has the following classes of share capital
Ordinary shares (138,922,758 (2014:101,994,855) shares of 1p each) 1,389,228 1,019,949
Deferred shares (8,819,181 shares of 9p each) 793,726 793,726
---------------------- ----------------------
2,182,954 1,813,675
=========== ===========
Share transaction history
During the 2015 financial year the following share transactions took place.
Quantity of
1p shares Value
£
16 December 2014 Warrant exercise 3,557,692 35,577
28 January 2015 Placing 32,000,000 320,000
16 April 2015 Warrant exercise 389,423 5,062
21 May 2015 Warrant exercise 961,538 12,500
25 September 2015 Warrant exercise 19,250 250
The Ordinary shares have full voting rights, priority dividend rights and
priority in the case of winding up.
The Deferred shares have no voting rights and shareholders are not entitled to
any dividend, and only received the nominal amount paid up on their share
after there shall have been distributed £1,000,000 to the holders of the
Ordinary shares. The Deferred shares shall not entitle the holders thereof to
any further or other right of participation in the assets of the Company.
Warrants
During the year warrants were granted as follows:
Type Exercise price
Expiry date Number
Placing warrants 1.8p
27 January 2018 8,000,000
Warrant Number Exercise price pence Expiry Date
As At 1 October 2014
25,900,951 1.3p 15/07/2017
3,059,846 1.3p 15/07/2019
-------------------------
28,960,797
Exercised during the year (4,927,903) 1.3p 15/07/2017
Granted during the year 8,000,000 1.8p 27/01/2018
_________
32,032,894
_________
As At 30 September 2015 20,973,048 1.3p 15/07/2017
3,059,846 1.3p 15/07/2019
8,000,000 1.8p 27/01/2018
------------------------
32,032,894
============
17. FINANCIAL INSTRUMENTS
The Company's financial instruments comprise cash and various items such as
trade receivables and trade payables that arise directly from its operations.
Categories of fair values of financial assets and liabilities
Set up below is a comparison by category of the carrying amounts and fair
values of the Company's financial instruments:
2015 2014
£ £
Financial assets
Cash and cash equivalents 41,901 912,301
Trade receivables 4,200 -
Other receivables 3,500 3,967
-------------- -----------------
Total financial assets 49,601 916,268
Non-financial assets
Prepayments and accrued income 6,663 3,630
Other receivables 5,686 -
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TOTAL ASSETS 58,450 919,898
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Financial liabilities
Financial liabilities measured at amortised cost:
Accruals 34,159 35,809
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34,159 35,809
Non-financial liabilities
Other payables 4,705 -
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TOTAL LIABILITIES 38,864 35,809
======== =========
The fair value of the Company's financial assets and liabilities are not
materially different from their carrying values in the statement of financial
position, as such no fair value hierarchy analysis has been produced.
It is and has been throughout the period under review, the Company's policy
that no trading in financial derivatives shall be undertaken.
The main risks arising from the Company's financial instruments are interest
rate movements, liquidity risk, and credit risk. The Directors do not
consider there to be significant exposure to market or price risk.
Interest rate risk
It is the Company's policy to regularly review the Company's exposure to
interest rate risk.
Financial assets
The Company's exposure to interest rate risk currently applies only to the
interest received on cash deposits which is based on the NatWest base rate.
The Company's floating rate cash balances at the year end were £35,357 (2014:
£910,653).
Liquidity risk
The principal risk to which the Company is exposed is liquidity risk. The
nature of the Company's activities means it finances its operations through
retained earnings and the issue of new shares to investors. The principal
cash requirements are in relation to Company's investing policy and meeting
working capital requirements. The Company seeks to manage liquidity through
planning, forecasting, and careful cash management.
Credit risk
The Company carries out credit checks on potential customers and monitors and
chases debts that are overdue to mitigate their credit risk.
Capital management
The Company's main objective when managing capital is to protect returns to
shareholders by ensuring the Company will continue to invest and trade
profitably in the foreseeable future. The Company also aims to maximise its
capital structure of equity so as to minimise its cost of capital. The
Company expects its current and projected capital resources to be sufficient
to cover its existing liabilities.
The Company has not made any changes to its capital management during the
year.
18. ULTIMATE CONTROLLING PARTY
The Company is listed on AIM and there is no individual controlling party.
The Directors' Report provides details of those shareholders with an
individual holding exceeding 3% of issued share capital.
19. RELATED PARTY DISCLOSURES
As well as remuneration of Directors (note 7), the following transactions fall
within the scope of IAS 24 Related Party Disclosures.
During the year Sports Resource Group Limited, a company controlled by Chris
Akers who is a significant shareholder in Yolo Leisure and Technology Plc was
paid £28,800 (2014: £94,343) for corporate services relating to the new share
issue. At the year end the Company owed £6,000 to Sports Resource Group
Limited.
Simon Robinson's director's fees of £8,000 (2014: £5,000) were paid to
Positive Thoughts Limited, a company controlled by him.
Sohail Bhatti's director's fees of £8,000 (2014: £5,000) were paid to
Woodhouse Price Limited, a company controlled by him.
20. POST BALANCE SHEET EVENTS
Placing of shares
On 9 February 2016, the Company completed a placing of 40,000,000 shares at a
price of 1.5p raising total gross funds of £600,000.
Further investment
On 29 January 2016, the Company completed a further investment in Simplestream
Ltd by investing £257,384 through a convertible loan note in Simplestream
("Loan Notes"). The Loan Notes bear interest at a rate of 8% per annum and are
repayable on or before 16 July 2018. In the event that the Loan Notes are not
repaid by that date, or if Simplestream raises at least £500,000 though an
issue of equity, the Loan Notes are convertible at the option of the Company
into equity shares in Simplestream.
This information is provided by RNS
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