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REG - Fulham Shore PLC - Final Results <Origin Href="QuoteRef">FSp.ISD</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSF4717Oa 

 Additions                  3                             26                         4                                       33           
                                                                                                                                          
 31 March 2013              3                             26                         4                                       33           
 Additions                  -                             3                          2                                       5            
 Reclassification           -                             (2)                        2                                       -            
                                                                                                                                          
 30 March 2014              3                             27                         8                                       38           
                                                                                                                                          
                                                                                                                                          
 Accumulateddepreciation                                                                                                                  
 Charge in the period       -                             1                          -                                       1            
                                                                                                                                          
 31 March 2013              -                             1                          -                                       1            
 Charge in the year         1                             7                          1                                       9            
                                                                                                                                          
 30 March 2014              1                             8                          1                                       10           
                                                                                                                                          
 Net book value                                                                                                                           
 30 March 2014              2                             19                         7                                       28           
                                                                                                                                          
 31 March 2013              3                             25                         4                                       32           
                                                                                                                                          
 
 
All depreciation charges have been recognised in administrative expenses in
the income statement. 
 
All non-current assets are located in the United Kingdom. 
 
 6  INVESTMENTS IN SUBSIDIARIES                            
                                   2014 £'000  2013 £'000  
    Parent Company                                         
                                                           
    Cost and net book value                                
    1 April 2013                   -           -           
                                                           
    Investment in subsidiary       -           -           
                                                           
    As at 30 March 2014            -           -           
                                                           
 
 
 6  INVESTMENTS IN SUBSIDIARIES (continued)        
 
 
As at 30 March 2014, the Company had the following principal trading
subsidiary undertakings: 
 
   Name of subsidiary                 Class of Holding  Proportion of shares  held, ownership interest and voting power  Nature of business        
                                                                                                                                                   
   Incorporated in England and Wales                                                                                                               
   FM98 LTD Limited                   Ordinary          100%                                                             Operation of restaurants  
 
 
 7  INVENTORIES                                                
                                   Group       Parent company  
                                   2014 £'000  2013 £'000      2014 £'000  2013 £'000  
                                                                                       
    Raw materials and consumables  22          -               -           -           
                                                                                       
 
 
 8  TRADE AND OTHER RECEIVABLES                                           
                                              Group       Parent company  
                                              2014 £'000  2013 £'000      2014 £'000  2013 £'000  
                                                                                                  
    Included within non-current assets:                                                           
    Other receivables                         41          -               -           -           
                                                                                                  
                                              41          -               -           -           
                                                                                                  
                                                                                                  
    Included within current assets:                                                               
    Trade receivables                         17          -               -           -           
    Amounts receivable from subsidiaries      -           -               770         -           
    Other receivables                         23          1               -           1           
    Other taxation and social security costs  -           28              13          28          
    Prepayments and accrued income            55          8               6           8           
                                                                                                  
                                              95          37              789         37          
                                                                                                  
 
 
At 30 March 2014 and 31 March 2013, none of the Group's trade receivables were
past due. The £17,000 (2013: £Nil) was receivable within one month. 
 
Receivables are denominated in sterling. The Board believes that the balances
are recoverable in full and therefore no impairments are required. 
 
The Group and Company hold no collateral against these receivables at the
balance sheet date. The Directors consider that the carrying amount of
receivables approximates to their fair value. 
 
 9  CASH AND CASH EQUIVALENTS                                                                
                                                                 Group       Parent company  
                                                                 2014 £'000  2013 £'000      2014 £'000  2013 £'000  
                                                                                                                     
    Cash at bank and in hand                                     1,675       785             1,051       785         
                                                                                                                     
    Cash and cash equivalents as presented in the balance sheet  1,675       785             1,051       785         
                                                                                                                     
 
 
Bank balances comprise cash held by the company on a short term basis with
maturity of three months or less. The carrying amount of these assets
approximates their fair value. 
 
 10  TRADE AND OTHER PAYABLES                    
                                                 Group       Parent company  
                                                 2014 £'000  2013 £'000      2014 £'000  2013 £'000  
                                                                                                     
     Included in current liabilities:                                                                
     Trade payables                              127         50              6           50          
     Other taxation and social security payable  37          -               3           -           
     Accruals and deferred income                71          12              34          12          
                                                                                                     
                                                 235         62              43          62          
                                                                                                     
                                                                                                       
 
 
Payables were all denominated in sterling and comprise amounts outstanding for
trade purchases and ongoing costs. 
 
The Directors consider that the carrying amount of trade payables approximate
to their fair value. 
 
 11  FINANCIAL INSTRUMENTS  
 
 
The Group's policies as regards financial instruments are set out in the
accounting policies. The Group does not trade in financial instruments. 
 
Capital Risk Management 
 
The Group manages its capital to ensure that it will be able to continue as a
going concern whilst maximising the return to stakeholders through the
optimisation of the capital structure. 
 
The capital structure of the Group consists of cash and cash equivalents and
equity attributable to equity holders of the Company. 
 
The Group is not subject to any externally imposed capital requirements. 
 
 11  FINANCIAL INSTRUMENTS (continued)  
 
 
Liquidity Risks 
 
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which has established an appropriate liquidity risk management
framework for the management of the Group's short, medium and long term
funding and liquidity management requirements. The Group manages liquidity
risk by maintaining adequate reserves by continuously monitoring forecast and
actual cash flows, and by matching the maturity profiles of financial assets
and liabilities. The Group has no undrawn facilities at its disposal. 
 
Trade and other receivables and trade and other payables are all non-interest
bearing. 
 
Weighted average interest rates paid during the year for sterling cash
deposits were 0% (2013: 0%). 
 
Foreign Exchange Risks 
 
The Group had no currency exposures at 30 March 2014. 
 
Credit Risks 
 
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. The Group
adopts a policy of only dealing with creditworthy counterparties as a means of
mitigating the risk of financial loss from defaults. The Group's exposure and
the credit ratings of its counterparties are continuously monitored. 
 
Fair Values of Financial Assets and Financial Liabilities 
 
The fair value amounts of the Group's financial assets and liabilities as at
30 March 2014 did not materially vary from the carrying value amounts. 
 
 12  DEFERRED TAXATION             
                                   Group       Parent company              
                                   2014 £'000  2013 £'000      2014 £'000  2013 £'000  
                                                                                       
     Accelerated tax depreciation  17          6               -           6           
     Tax losses                    (2)         (6)             -           (6)         
                                                                                       
                                   15          -               -           -           
                                                                                       
                                                                                               
 
 
The Company has losses of £266,000 (2013: £150,000) which, subject to
agreement with HM Revenue & Customs, are available to offset against future
profits. A deferred taxation asset in respect of these losses of £53,000
(2013: £24,000) has not been recognised in the financial statements. Although
the Directors were confident that the company would achieve future
profitability in line with current expectations, the timing of such profits
was uncertain and therefore the Directors did not recognise the entire
deferred tax asset. 
 
 13  SHARE CAPITAL                                                                     
                                                               2014 £'000  2013 £'000  
     Allotted, issued called up and fully paid:                                        
     83,508,600 (2013: 55,798,600) ordinary shares of 1p each  835         558         
                                                                                       
 
 
The Company has one class of ordinary share which carries no rights to fixed
income. 
 
On 30 April 2013, the Company issued 14,500,000 Ordinary Shares of £0.01 each
at £0.04 per Ordinary Share, credited as fully paid. 
 
On 25 February 2014, a further 13,210,000 Ordinary Shares of £0.01 were issued
by the Company and were allotted for cash at £0.05 per Ordinary Share,
credited as fully paid. 
 
 14  SHARE BASED PAYMENTS  
 
 
The Group currently uses a number of equity settled share plans to grant
options to its Directors and employees. 
 
The Group operates two share option plans: 
 
·      Enterprise Management Incentive ("EMI") Share Option Plan; 
 
·      Unapproved Share Option Plan 
 
The Group's Share Option Plans provide for a grant price equal to the average
quoted market price of the Company shares on the date of grant. The vesting
period on all Share Option Plans is 3 years with an expiration date 7 years
from the date of grant. Furthermore, share options are forfeited if the
employee leaves the Group before the options vest unless forfeiture is waived
at the discretion of the Remuneration Committee, if established, or the
Board. 
 
Outstanding share options to acquire ordinary shares of 1 pence each as at 30
March 2014 are as follows: 
 
                                 2014 '000  2013 '000  
                                                       
   At the beginning of the year  3,348      -          
                                                       
   Granted during the year       3,333      3,348      
                                                       
   At the end of the year        6,681      3,348      
                                                       
 
 
   Weighted average exercise price  2014 £  2013 £  
                                                    
   At the beginning of the year     0.02    -       
                                                    
   Granted during the year          0.05    0.02    
                                                    
   At the end of the year           0.03    0.02    
                                                    
 
 
 14  SHARE BASED PAYMENTS (continued)  
 
 
Outstanding and exercisable share options to acquire ordinary shares of 1
pence each as at 30 March 2014 are as follows: 
 
 For the year ended 30 March 2014                            
                                                             Options outstanding    Options exercisable                
                                   Range of exercise prices  Number of shares '000  Weighted average exercise price £  Weighted average remaining contractual life months  Number of shares '000  Weighted average exercise price £  Weighted average remaining contractual life months  
                                   EMI                                                                                                                                                                                                                                                   
                                   £0.02                     2,232                  0.02                               71                                                  -                      -                                  -                                                   
                                   £0.05                     2,779                  0.05                               83                                                  -                      -                                  -                                                   
                                                                                                                                                                                                                                                                                         
                                                             5,011                  0.04                               79                                                  -                      -                                  -                                                   
                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                         
                                   Unapproved                                                                                                                                                                                                                                            
                                   £0.02                     1,116                  0.02                               71                                                  -                      -                                  -                                                   
                                   £0.05                     554                    0.05                               83                                                  -                      -                                  -                                                   
                                                                                                                                                                                                                                                                                         
                                                             1,670                  0.03                               75                                                  -                      -                                  -                                                   
                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                         
 
 
 For the year ended 31 March 2013                            
                                                             Options outstanding    Options exercisable                
                                   Range of exercise prices  Number of shares '000  Weighted average exercise price £  Weighted average remaining contractual life months  Number of shares '000  Weighted average exercise price £  Weighted average remaining contractual life months  
                                   EMI                                                                                                                                                                                                                                                   
                                   £0.02                     2,232                  0.02                               83                                                  -                      -                                  -                                                   
                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                         
                                   Unapproved                                                                                                                                                                                                                                            
                                   £0.02                     1,116                  0.02                               83                                                  -                      -                                  -                                                   
                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                         
 
 
During the year ended 30 March 2014, the market price of ordinary shares in
the Company ranged from £0.07 (2013: £0.02) to £0.115 (2013: £0.08). The share
price as at 30 March 2014 was £0.115 (2013: £0.08). 
 
 14  SHARE BASED PAYMENTS (continued)  
 
 
The fair value of the options is estimated at the date of grant using a
Black-Scholes valuation model. 
 
Expected life of options used in the model is based on management's best
estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations. 
 
Expected volatility was determined by calculating the historical 90 days
volatility of the Group's share price over the previous 180 days. The inputs
to the Black Scholes model were as follows: 
 
                                    Year ended 30 March 2014  Period ended  31 March 2013  
                                                                                           
   Weighted average expected life   5 years                   5 years                      
   Weighted average exercise price  5 pence                   2 pence                      
   Risk free rate                   0.40%                     0.34%                        
   Expected volatility              21.9%                     32.5%                        
                                                                                           
 
 
Warrants 
 
Outstanding share warrants to acquire ordinary shares of 1 pence each as at 30
March 2014 are as follows: 
 
                                 2014 '000  2013 '000  
                                                       
   At the beginning of the year  1,116      -          
                                                       
   Granted during the year       -          1,116      
                                                       
   At the end of the year        1,116      1,116      
                                                       
 
 
The warrants are exercisable at 2 pence per ordinary shares until February
2017. 
 
 15  NOTE TO CASH FLOWS STATEMENTS                               Group                     Parent company              
                                                                 Year ended 30 March 2014  Period ended 31 March 2013  Year ended 30 March 2014  Period ended 31 March 2013  
                                                                 £'000                     £'000                       £'000                     £'000                       
                                                                                                                                                                             
     Reconciliation of net cash flows from operating activities                                                                                                              
                                                                                                                                                                             
     Loss before taxation                                        (149)                     (126)                       (206)                     (126)                       
                                                                                                                                                                             
     Adjustments                                                                                                                                                             
     Depreciation and amortisation                               32                        1                           9                         1                           
     Share based payments expense                                7                         1                           7                         1                           
                                                                                                                                                                             
     Operating cash flows before movements in working capital    (110)                     (124)                       (190)                     (124)                       
     Increase in inventories                                     (22)                      -                           -                         -                           
     Increase in trade and other receivables                     (99)                      (37)                        (752)                     (37)                        
     Increase in payables                                        173                       62                          (19)                      62                          
                                                                                                                                                                             
     Net cash from operating activities                          (58)                      (99)                        (961)                     (99)                        
                                                                                                                                                                             
 
 
 16  COMMITMENTS UNDER OPERATING LEASES      
                                             
 
 
The Group had aggregate minimum lease payments under non-cancellable operating
leases which fall due as follows: 
 
                         Group       Parent company  
                         2014 £'000  2013 £'000      2014 £'000  2013 £'000  
   Land and buildings                                                        
   within one year       74                                                  
   in two to five years  455         -               -           -           
                                                                             
                         529         -               -           -           
                                                                             
 
 
Included above are certain annual lease commitments relating to a subsidiary
company that have been guaranteed by the parent company. 
 
Operating lease payments for land and buildings represent rent payable by the
Group for a restaurant property. Leases either negotiated as a new lease or
acquired through lease assignment have an average term of 5 years and rentals
are fixed for an average of 5 years. 
 
The Group has entered into an agreement to lease a restaurant property for
£125.000 per annum. The grant of the lease for a 15 year term is conditional
upon the grant of planning consent and the grant of a premises license. If
these conditions are not met, the agreement would terminate. 
 
At the balance sheet date, the Group and Company had no outstanding capital
commitments contracted for but not provided for in the financial statements. 
 
17         RELATED PARTY DISCLOSURES 
 
Remuneration of key management personnel 
 
The remuneration of the Directors, who are the key management personnel of the
Group is provided in the Report on Directors Remuneration Annual Report, and
in note 2. Details of share options granted to Directors are also shown in the
Report on Directors Remuneration. 
 
Other related party transactions 
 
During the year ended 30 March 2014, the Group and Company received office
services on normal commercial terms from The Real Greek Food Company Limited,
a company in which DM Page, NAG Mankarious and NJ Donaldson are directors. For
these services, the Group and Company was invoiced £15,000 (2013: £9,000) plus
VAT by The Real Greek Food Company Limited during the year and the balance
outstanding at 30 March 2014 was £4,000 (2013: £5,000). 
 
During the year ended 30 March 2014, the Group and Company received
consultancy services on normal commercial terms from London Bridge Capital
Limited, a company in which NJ Donaldson is a director. For the provision of
NJ Donaldson's services during the year, the Company was invoiced £15,000
(2013: £1,250) plus VAT by London Bridge Capital Limited. For the provision of
services as the joint Financial Advisor of the Group and Company, the Group
and Company was invoiced £Nil (2013: £10,000) plus VAT by London Bridge
Capital Limited during the year. The balance outstanding at 30 March 2014 was
£4,000 (2013: £Nil). 
 
During the year ended 30 March 2014, the sum of £NIL (2013: £19,086) was
loaned to the Company by David Page, a Director of the Company and was repaid
by the Group and Company during the year. 
 
During the year ended 30 March 2014, the Group operated, on normal commercial
terms, a franchise of Franco Manca granted by Franco Manca 2 UK Limited, a
company in which DM Page and NAG Mankarious are directors. The Group was
invoiced franchise fees of £27,000 (2013: £Nil) plus VAT and setup costs of
£62,000 (2013: £Nil) plus VAT by Franco Manca 2 UK Limited during the year and
the balance outstanding at 30 March 2014 was £9,000 (2013: £Nil). At 30 March
2014, Franco Manca 2 UK Limited owed the Group £10,000 (2013: £Nil). 
 
During the period ended 30 March 2014, DM Page invoiced the Group a site
finder's fee of £15,000 (2013: £Nil) on normal commercial terms and the
balance outstanding at 30 March 2014 was £Nil (2013: £Nil). 
 
Included in other receivables are amounts of £Nil (2013: £531) due from
companies in which DM Page and NAG Mankarious are materially interested. 
 
Transactions between the Company and its subsidiaries 
 
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation. 
 
During the year, the Company has paid trading expenses for FM98 LTD Limited
amounting to £770,000 (2013: £Nil). The amount outstanding at 30 March 2014
was £770,000 (2013: £Nil). 
 
The above has been extracted from, and should be read in conjunction with, the
Company's audited Annual Report and Accounts for the period ended 30 March
2014. 
 
Guidance note 69.1 of ISDX Growth Market - Rules for Issuers 
 
During the year ended 30 March 2014, the Company did not comply with Guidance
Note 69.1 of the ISDX Growth Market - Rules for Issuers (as amended on 9 July
2013). This was due to the Directors DM Page, NAG Mankarious and NJ Donaldson
holding levels and combinations of third party directorships outside of the
Company, which did not meet the recommendation in the Guidance Note. The
Directors believe that these three directors are currently each able to commit
sufficient time to perform his duties as a Director of the Company and that
the current composition of the Company's Board is appropriate given the
Company's size and stage of development. 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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