REG - Reabold Resources - Accounts for year ended 31 December 2014 <Origin Href="QuoteRef">RBDR.L</Origin> - Part 2
16/07/2015 13:13
- Part 2: For the preceding part double click ID:nRSd5802Ra
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Closing, 31st December, ordinary shares of 0.10 pence each 241 240,915,896 171 170,915,896
"A" Deferred Share
Opening, 1st January, "A" Deferred Share of 1.65 pence each 114 6,915,896 114 6,915,896
____ __________ ____ __________
Closing, 31st December, "A" Deferred Share of 1.65 pence each 114 6,915,896 114 6,915,896
At 31st December 2014 no share options were outstanding (2013: nil).
On 13 August 2013, following the approval of the Shareholders of a waiver of
Rule 9 of the Takeover Code, the Company received a conversion notice from
Saltwind in respect of the whole principal amount of the unsecured Loan Notes
of £260,000. Subsequently the Company issued Saltwind 104,000,000 New
Ordinary Shares of 0.1 pence per share, which were admitted to trading on AIM
on 22 August 2013.
On 23 June 2014, the Company issued 65,000,000 new ordinary shares of 0.1p
each at a price of 0.5p per share raising £325,000 in funds to make
investments in accordance with the Company's investing policy and for working
capital purposes.
On 23 June 2014, the Company issued 5,000,000 new ordinary shares of 0.1p each
at a deemed price of 3p per share to Mogul Ventures Corp ("Mogul"), as part of
the consideration for the acquisition of 1,480,000 shares in Mogul.
As at 31 December 2014, the Company's total issued ordinary share capital was
240,915,896 ordinary shares of 0.1p each and 6,915,896 "A" Deferred Shares of
1.65 pence per share.
16. Employee benefit trust
At the Extraordinary General Meeting held on 29 May 2008 shareholders
authorised the Company to purchase its own shares and during the remainder of
the 2008 financial year the Company entered into a number of transactions
acquiring a total of 104,136 shares which it put into Treasury. The potential
beneficiaries of the EBT included the executive directors and employees of the
Group and their respective families.
17. Trade and other payables
2014 2013
£'000 £'000
Trade payables 29 7
Other taxation and social security - 1
Accruals 34 42
Loans from related party 7 -
70 50
The Directors consider that the carrying amount of trade and other payables
approximates to their fair value. All liabilities are due within one year.
18. Related party transactions
The Subscription agreements announced on 23 June 2014 totalling £325,000 for
65,000,000 new Ordinary Shares of 0.1p each in the Company at a price of 0.5p
per share, included a subscription by Saltwind, a company controlled by Jeremy
Edelman, for 20,000,000 new Ordinary Shares.
During the reporting period, Saltwind provided funds for the payment of a
creditor of the Company in the amount of £7,260, on an interest free basis. As
at 31 December 2014 the amount of £7,260 was payable to Saltwind. For the year
ended 31 December 2013, interest of £6,132 was payable to Saltwind, together
with borrowings of nil.
The directors are the key management of the Company (refer to note 7).
19. Financial risk management
The Company's operations expose it to a limited level of credit, foreign
currency and liquidity risk. There is little financial risk arising from the
effects of changes in market prices of commodities based on its current
activities. Interest rate risk exists on bank and third party borrowings.
The Company does not use derivative financial instruments to manage interest
rate costs, and no hedge accounting is thus applied. Given the size of the
Company, the Directors have not delegated the responsibility of monitoring
financial risk management to a sub-committee of the Board.
Price risk
Price risk arises from uncertainty about the future prices of financial
instruments held within the Company's portfolio. It represents the potential
loss that the Company might suffer through holding market positions in the
face of market movements. The investments in equity and fixed interest stocks
of unquoted companies are not traded and as such the prices are more uncertain
than those of more widely traded securities. The Board's strategy in managing
the market price risk inherent in the Company's portfolio of equity
investments is determined by the requirement to meet the Company's investment
objective. The directors manage these risks by regular reviews of the
portfolio within the context of current market conditions. Unquoted
investments are valued as per accounting policy in these financial statements.
Regular reviews of the financial results, combined with close contact with the
management of these investments, provide sufficient information to support
these valuations.
Liquidity risk
The Company actively maintains a treasury system that maintains a net credit
position and is designed to ensure the Company have sufficient available funds
for operations and planned expansions.
Interest rate risk
The Company's exposure to changes in interest rate risk relates primarily to
interest-earning financial assets and interest-bearing financial liabilities.
Interest rate risk is managed by the Company on an ongoing basis with the
primary objective of limiting the extent to which net interest expense could
be affected by an adverse movement in interest rates. Variable interest rates
are based on LIBOR plus a margin. The Company has assessed the impact of
changes in interest rate risks as being immaterial, as all borrowings have a
fixed rate of interest.
Foreign currency risk
The Company incurs foreign currency risk on investments that are denominated
in currencies other than Sterling. At present, the Company does not have any
formal policy for hedging against exchange exposure. The Company may, when
necessary, enter into foreign currency forward contracts to hedge against
exposure from foreign currencies fluctuations. As at 31 December 2013, the
Company had no exposure to foreign currency risk. At 31st December 2014 the
Company has investments denominated in Canadian Dollar. Any movement in the
Canadian Dollar against Sterling will create a fair value gain or loss. The
Company has assessed the impact of changes in exchange rates as not being
significant to the Company.
Capital risk management
The Company manages its capital to ensure the Company will be able to continue
on a going concern on a long term basis while ensuring the optimal return to
shareholders and other stakeholders through an effective debt and equity
balance.
The capital structure of the Company consists of equity attributable to equity
holders of the Company, less cash and bank balances. The Management reviews
the capital structure and makes adjustment to it in the light of changes in
economic conditions.
The Company's capital employed is funded by equity attributable to equity
shareholders of the Company and net debt as follows:
2014 2013
£'000 £'000
Bank borrowings - -
Less: cash and bank balances (196) (16)
Net debt (196) (16)
Total equity 328 (29)
Capital Employed 131 (45)
Other financial assets and liabilities
The notional amounts of financial assets and liabilities with a maturity of
less than one year (including trade and other receivables, cash and cash
equivalents and trade and other payables) are assumed to approximate their
fair value.
Loans and receivables/other financial liabilities Loans and receivables/other financial liabilities
2014 2013
£'000 £'000
Financial assets:
Cash and cash equivalents 196 16
Loans and other receivables 2 5
Total financial assets 198 21
Financial liabilities:
Other financial liabilities 70 50
20. Post balance sheet events
Mogul Ventures Corp. is the subject of a reverse takeover after year-end. The
transaction is subject to approval of the relevant stock exchange and the
shareholders of both companies. As at the date of signing there has been no
change in these conditions.
21. Ultimate controlling party
Jeremy Edelman is the ultimate controlling party.
The financial information set out in this announcement does not constitute the
Company's statutory accounts for the years ended 31 December 2014 or 2013.
The financial information for the year ended 31 December 2013 is derived from
the statutory accounts for that year. The audit of statutory accounts for the
year ended 31 December 2014 is complete. The auditors reported on those
accounts, their report was unqualified and did not include references to any
matters to which the auditors drew attention to by way of emphasis without
qualifying their report.
This information is provided by RNS
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