REG-Limitless Earth Plc: Final Result and Notice of AGM <Origin Href="QuoteRef">LMEL.L</Origin>
31/07/2017 07:05
31 July 2017
LIMITLESS EARTH PLC
("Limitless" or the "Company")
Final Results and Notice of AGM
The Company announces its final results for the year to 31 January 2017, a
copy of which, together with notice of its Annual General Meeting (“AGM”),
has today been sent to all shareholders.
The Company’s AGM has been convened at 11.00 a.m. at 30 Percy Street, London
W1T 2DB on 12th September 2017.
For further information, please contact:
Limitless Earth plc
+44 7780 700 091
Guido Contesso
www.limitlessearthplc.com
Cairn Financial Advisers LLP +44 20 7213
0880
Nominated Adviser
www.cairnfin.com
Jo Turner/Tony Rawlinson
Peterhouse Corporate Finance Limited +44 20 7469 0930
Broker
www.pcorpfin.com
Peter Greensmith/Charles Goodfellow
Chairman’s statement
Our focus is on identifying opportunities built on a strategy of demographic
trend investing, where the changing patterns of consumer behaviour and
population are key drivers of growth, and to target investments which show the
potential to generate returns through capital appreciation.
Within the broader field of demographic trend investing, the board is
initially concentrating on cleantech, life sciences and technology as core
sectors. The board is acutely aware of the importance of making the right
investment in the right sector at the right time. Accordingly, the board
rejects most of the investment opportunities presented to it and considers it
a strength of the board to be able to source a broad range of attractive
opportunities and chose only the best of these. To date we have made five
investments into four companies in these sectors and the nature of our
investment has varied from equity through to convertible loans. The company
is well funded with cash and cash equivalents at the reporting date of
£1,141,584 which supports it being selective.
During the period under review, we made one investment into nano technology
and made a net loss on operations of £142,108 (2016: 175,299). More
recently, we are very pleased to have made a further investment in Saxa Gres
S.p.A and to have converted our investment in V-Nova. Saxa Gres is a
specialist waste recycling industrial business that produces high quality
tiles having been acquiring in a distressed turnaround. In respect of
V-Nova, we converted our investment following V-Nova’s public announcements
which include, inter alia, Eutelstat, the biggest European Satellite operator,
becoming a minority shareholder in the company, Thaicom selecting the
company’s technology for their UHD services and the rate of growth of its
business in India.
Both these companies are gathering momentum in their fields and we look
forward to watching how these investments develop.
Guido Contesso
Chief Executive Officer
Independent Auditors’ Report
to the members of Limitless Earth plc
We have audited the financial statement of Limitless Earth Plc for the year
ended 31 January 2017, which comprise the Statement of Comprehensive Income,
Statement of Financial Position, Statement of Cash Flows, Statement of Changes
in Equity and related notes. The financial reporting framework that has been
applied in the preparation of the financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European
Union and as applied in accordance with provisions of the Companies Act 2006.
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we
have formed.
Respective responsibilities of directors and auditor
As more fully explained in the Directors’ Responsibilities Statement set out
on page 10, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the financial statements
in accordance with applicable law and International Standards on Auditing (UK
and Ireland). Those standards require us to comply with the Auditing Practices
Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the
financial statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether the accounting
policies are appropriate to the Company’s circumstances and have been
consistently applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the Directors; and the overall
presentation of the financial statements. In addition, we read all financial
and non-financial information in the Chairman’s Statement, Strategic Report,
and Report of the Directors to identify any information that is apparently
materially incorrect based on, or materially inconsistent with the knowledge
acquired by us in the course of performing the audit. If we become aware of
any apparent material misstatements or inconsistencies we consider the
implication for our report.
Opinion on financial statements
In our opinion the financial statements:
*
give a true and fair view of the state of the Company’s affairs as at 31
January 2017 and of the Company’s loss for the year then ended;
*
have been properly prepared in accordance with IFRSs as adopted by the
European Union; and
*
have been prepared in accordance with the requirements of the Companies Act
2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, the information given in the Strategic Report, the Report of
the Remuneration Committee and Director’s Report for the financial year for
which the financial statements are prepared is consistent with the financial
statements, and the Strategic Report and Directors Report have been prepared
in accordance with the applicable legal requirements. In light of our
knowledge and understanding of the Company and its environment obtained in the
course of the audit, we have not identified material misstatements in the
Strategic Report and Directors Report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
*
adequate accounting records have not been kept, or returns adequate for our
audit have not been received from branches not visited by us; or
*
the financial statements including the Strategic report to be audited are not
in agreement with the accounting records and returns; or
*
certain disclosures of directors’ remuneration specified by law are not
made; or
*
we have not received all the information and explanations we require for our
audit.
Jonathan Bradley-Hoare (Senior Statutory Auditor)
For and on behalf of Welbeck Associates
Chartered Accountants and Statutory Auditor
30 Percy Street
London
W1T 2DB
Statement of Comprehensive Income
for the year ended 31 January 2017
Year to 31 January Year to 31 January
2017 2016
Continuing operations £ £
Administrative expenses (185,244) (180,821)
Operating loss (185,244) (180,821)
Finance Income 43,136 5,522
Loss before taxation (142,108) (175,299)
Taxation - -
Loss for the financial position (142,108) (175,299)
Total Comprehensive loss for the year (142,108) (175,299)
Loss per share:
Basic and diluted loss per share (0.22p) (0.27p)
There are no items of other comprehensive income.
Statement of Financial Position
As at 31 January 2017
2017 2016
£ £
Current assets
Investments 1,296,443 1,088,341
Trade and other receivables 45,102 -
Cash and cash equivalents 1,141,584 1,530,404
2,483,129 2,618,745
Total Assets 2,483,129 2,618,745
Current Liabilities
Trade and other payables (81,482) (74,990)
Net Assets 2,401,647 2,543,755
Equity
Issued Share Capital 654,000 654,000
Share Premium 2,350,630 2,350,630
Share warrant reserve 14,095 14,095
Retained Earnings (617,078) (474,970)
Total Equity 2,401,647 2,543,755
Statement of Changes in Equity
for the year ended 31 January 2017
Share capital Share premium Share warrant reserve Retained earnings Total
£ £ £ £ £
Changes in Equity for the period ended 31 January 2016
Comprehensive income
Loss for the year - - - (175,299) (175,299)
Total Comprehensive loss for the year - - - (175,299) (175,299)
Transactions with owners
Warrant cancellation - 28,190 (28,190) - -
At 31 January 2016 654,000 2,350,630 14,095 (474,970) 2,543,755
Changes in Equity for the period ended 31 January 2017
Comprehensive income
Loss for the year - - - (142,108) (142,108)
Total Comprehensive loss for the year - - - (142,108) (142,108)
Transactions with owners
At 31 January 2017 654,000 2,350,630 14,095 (617,078) 2,401,647
Statement of Cash Flows
for the year ended 31 January 2017
Year to 31 January Year to 31 January
2017 2016
£ £
Cash flows from operating activities
Net cash outflow from operating activities (223,854) (118,331)
Cash flows from investing activities
Finance income received net 43,136 5,522
Investments (208,102) (1,088,341)
Net cash outflow from investing activities (164,966) (1,082,819)
Cash flows from financing activities
Gross proceeds from share issues - -
Share issue expenses - -
Net cash from financing activities - -
Net decrease in cash and cash equivalents during the year (388,820) (1,201,150)
Cash at the beginning of year 1,530,404 2,731,554
Cash and cash equivalents at the end of the year 1,141,584 1,530,404
Notes to the financial statements
1.GENERAL INFORMATION
Limitless Earth Plc is a company incorporated and domiciled in the United
Kingdom. The Company is a public limited company, which is listed on the AIM
market of the London Stock Exchange. The address of the registered office is
30 Percy Street, London, W1T 2DB.
The Investing Policy is to invest principally, but not exclusively, in sectors
where changing demographic factors are important drivers of growth. The
Company intends to focus initially on projects located in Europe but will also
consider investments in other geographical regions. The Company may become an
active investor, acquire controlling stakes or minority positions, in each
case, as the Board considers appropriate and commercial.
The summary of the financial information included within this announcement
have been extracted from the Company’s Report and Accounts for the financial
year to 31 January 2017 and these should be read in full. References to notes
and page numbers included within the extracts are likely to be wrong and must
be read in context of the full accounts which can be found on the Company’s
website www.limitlessearthplc.com.
The financial statements are presented in British Pounds Sterling, the
currency of the primary economic environment in which the Company’s operates
from.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these
financial statements are set out below. The policies have been consistently
applied throughout the period, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRSs) and IFRIC interpretations as adopted by
the European Union applicable to companies reporting under IFRSs. The
financial statements have also been prepared under the historical cost
convention.
The financial statements are presented in pounds sterling (“£”) which is
also the functional currency of the Company.
The preparation of financial statements in conformity with IFRSs requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Company’s accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed later in these accounting policies.
Going Concern
The directors have, at the time of approving the financial statements, a
reasonable expectation that the Company has adequate resources to continue in
existence for the foreseeable future. Thus they continue to adopt the going
concern basis of accounting in preparing the financial statements.
3.Critical accounting judgments and estimations
The preparation of the financial statements in conformity with IFRS requires
the use of estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. Although
these estimates are based on management’s best knowledge of the amounts,
events or actions, actual results ultimately may differ from these estimates.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
In certain circumstances, where fair value cannot be readily established, the
Company is required to make judgements over carrying value impairment, and
evaluate the size of any impairment required.
Investment Valuation
The Company holds investments that have been designated as held for trading on
initial recognition. Where practicable the Company determines the fair value
of these financial instruments that are not quoted (Level 3), using the most
recent bid price at which a transaction has been carried out. These techniques
are significantly affected by certain key assumptions, such as market
liquidity. Other valuation methodologies such as discounted cash flow
analysis assess estimates of future cash flows and it is important to
recognise that in that regard, the derived fair value estimates cannot always
be substantiated by comparison with independent markets and, in many cases,
may not be capable of being realised immediately.
4.Loss per share
(a) Basic
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the Company by the weighted average number of ordinary shares in
issue during the period.
2017 2016
£ £
Loss from continuing operations attributable to equity holders of the company (142,108) (175,299)
Weighted average number of ordinary shares in issue 65,400,000 65,400,000
Pence Pence
Basic (loss) per share from continuing operations (0.22) (0.27)
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. No share warrants outstanding at 31 January 2017
were dilutive and all such potential ordinary shares are therefore excluded
from the weighted average number of Ordinary shares for the purposes of
calculating diluted earnings per share. Details of warrants outstanding are
given in note 15.
5.Posting of accounts and notice of AGM
The Company has today posted a copy of the Report and Accounts for the year
ended 31 January 2017 to all shareholders together with a notice of the
Company’s annual general meeting (“AGM”).
The AGM has been convened at 11.00 a.m. at 30 Percy Street, London W1T 2DB on
12th September 2017.
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