TIDMEAM
RNS Number : 5511U
Energy Asset Management PLC
26 June 2009
?
FOR IMMEDIATE RELEASE
26 June 2009
ENERGY ASSET MANAGEMENT PLC ("EAM" or "the Company")
REPORT AND ACCOUNTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2009
NOTICE OF AGM TO APPROVE CHANGE OF NAME AND INVESTING POLICY
Chairman's Statement
Introduction
In September 2008 when the Group's interim results to June 2008 were announced,
the Board was able to report positive progress, with record levels of activity
and that the Group had traded profitably since February 2008, before accounting
for share options.
By December 2008 the Group's circumstances had changed dramatically and the
Board had to report that its provider of finance, with whom the Group had an
agreement to finance the Group's meter installations, indicated that it had
experienced issues with its parent companies such that it could not provide any
indication of the availability of funds to continue to support the Group's meter
business, despite their best endeavours to secure funding for this purpose.
In order to preserve shareholder value, the Company sold its interests in Energy
Assets Limited, a wholly owned subsidiary of the Company and its principal
trading entity, to a subsidiary of Macquarie Bank Limited. At a general meeting
held on 9 January 2009 shareholders approved the sale and, as the Company was
reclassified under the AIM Rules as an Investing Company, approved an Investment
Strategy.
Results
The Company has extended its accounting reference period ending on 31 December
2008 so as to end on 31 March 2009 in order to better inform shareholders by
presenting audited Financial Statements made up to a period after the sale, and
in particular a post-transaction balance sheet. The balance sheet reflects the
initial and non-contingent consideration for the sale of Energy Assets Limited
of which the former has been received before the balance sheet date. It does
not, however, reflect that proportion of deferred consideration receivable which
is contingent.
Having disposed of its subsidiaries, the Company is not presenting Group
Financial Statements: the financial reports reflect the position relating to the
parent company alone and as such the operating costs of the parent company and
the loss on disposal of the subsidiaries. The losses before and after taxation
for the fifteen month period were GBP3,289,636 (losses - year to 31 December
2007: GBP300,718) representing a loss per share of 0.99p (2007 - loss 0.11p per
share). Of the loss in the period to 31 March 2009, the loss on disposal of
subsidiaries amounted to GBP2,917,095.
Following receipt of the initial consideration arising from the sale of Energy
Assets Limited in January 2009, and after settlement of costs, cash balances at
31 March 2009 amounted to some GBP450,000. Details of further consideration
pursuant to the sale of Energy Assets Limited are set out in note 13 to these
Financial Statements.
Investing Policy and the future
At the General Meeting of the Company held on 9 January 2009, members approved
an Investing Strategy. Since that date the requirements of the London Stock
Exchange have evolved and the Company now needs to secure shareholder approval
for a new Investing Policy. In the light of this, and your Board's view on how
best to serve shareholder's interests, a proposed Investing Policy will be put
to shareholders at the Annual General Meeting. This Investing Policy is "The
Company will seek to acquire assets, companies or businesses in the United
Kingdom, Europe or North America in the energy, environmental and related
services sector. The Company may be either an active investor and acquire
control of a single company or it may be a passive investor and acquire
non-controlling shares or other assets or businesses as is considered to be in
the best interests of the Company." Further details are set out in the
Directors' Report below.
Your Board is thus seeking suitable acquisitions and meanwhile is endeavouring
to keep costs to a minimum and to conserve cash.
Change of name
The Company is proposing to change its name to Ricmore Capital Plc and a
resolution to this effect is included in the Notice of Annual General Meeting.
Contact:
John Shaw, Energy Asset Management PLC on 07973 826613
Roland Cornish, Beaumont Cornish Limited on 020 7628 3396 Directors' Report
The Directors present their report and the Financial Statements for the 15 month
period ended 31 March 2009.
Principal activities and review of the business
On 23 December 2008 the Company announced that it had entered into a conditional
agreement with Macquarie Energy Asset Holdings Limited ("EAL") for the sale by
the Company of the entire issued share capital of Energy Assets Limited, a
wholly owned subsidiary of the Company and its principal trading entity. The
principal activities of EAL were the provision of meter asset management,
datalogging and data provision services to energy suppliers and end user
customers. At a general meeting held on 9 January 2009 shareholders approved the
sale and, as the Company was reclassified under the AIM Rules as an Investing
Company, approved an Investment Policy.
The Company has also subsequently disposed of its interests in other minor
subsidiaries for a nominal sum. The Company has changed its accounting reference
date from 31 December to 31 March and extended the accounting period so as to
end on 31 March 2009 in order to better inform shareholders by presenting
audited Financial Statements made up to a period after the disposals.
Results and dividends
Having disposed of its subsidiaries, the Company is not presenting Group
accounts: the Financial Statements reflect the position relating to the parent
company alone and as such the operating costs of the parent company and the loss
on disposal of the subsidiaries.
The loss for the fifteen month period was GBP3,289,636 (year to 31 December
2007: loss of GBP300,718). The Directors do not recommend the payment of a
dividend. The Directors consider the results for the period to be satisfactory
in the circumstances.
Key performance indicators
During the period, the Company disposed of its operating subsidiaries and the
circumstances thereof are commented upon in the Chairman's Statement. The
Company's Directors are of the opinion that further analysis using KPIs is not
necessary for an understanding of the development, performance or position of
the business.
Fair value estimation
The Directors consider that the carrying amount of the Company's financial
assets and liabilities approximate to their realisable value at each balance
sheet date and that such value equates to their fair value.
New Investing Policy and future developments
Subject to Shareholder approval at the Annual General Meeting, notice of which
is included herein, the Company intends to adopt a modified Investing Policy,
which will comply with the revised AIM Rules for investing companies, and which
is set out below.
The Company will seek to acquire assets, companies or businesses in the United
Kingdom, Europe or North America in the energy, environmental and related
services sector. The Company may be either an active investor and acquire
control of a single company or it may be a passive investor and acquire
non-controlling shares or other assets or businesses as is considered to be in
the best interests of the Company.
The Investing Policy will be implemented through pro-actively seeking suitable
acquisitions, making the use of the professional contacts of the board and its
advisors.
Any acquisition is likely to be substantially made by way of a share exchange,
and with further share capital being raised at the time of the acquisition
transaction. All of the Company's resources are likely to be invested in the
first acquisition and the use of debt as a source of future funding will be
considered, if thought prudent to do so, in the light of the nature of the
assets, companies or businesses being acquired, and the terms upon which such
finance would be available.
The board policy is to invest with a view to achieving a material increase in
the capital value of the Company, and the working capital requirements of a
rapidly growing business are likely to take priority over dividends to
shareholders. In the event that more than one asset, company or business is
acquired, it will be with a view to building for the long term a coherent group
operating under a holding company without cross-holdings.
Taking into account the cash at bank at the end of March 2009 and the
non-contingent deferred consideration for the sale of Energy Assets Limited, but
excluding that proportion of deferred consideration receivable which is
contingent upon uncertain future outcomes, the Company has resources of some
GBP935,000. Given that the costs of running the Company are currently accruing
at some GBP120,000 per annum, the Company could theoretically continue for a
considerable period. However the board is seeking to make an appropriate
acquisition as quickly as is prudent and if the Company has not identified a
suitable acquisition following receipt of all of the consideration funds due to
the Company pursuant to the disposal (the date of which is anticipated to be 30
June 2010), the Company will hold a general meeting to decide whether the
Company should be wound up with funds returned to Shareholders or continue to
seek to identify a suitable acquisition.
Under the AIM rules the Company is required to make an acquisition or
acquisitions which constitute a reverse takeover or otherwise implement its
Investing Policy on or before 8 January 2010 failing which the Company's
ordinary shares would then be suspended from trading on AIM. If the Company's
Investing Policy has not been implemented on or before 8 July 2010, the
admission to trading on AIM would be cancelled.
Experience of the Board of Directors
Both of the Directors have extensive experience in corporate finance and
involvement in small companies, both public and private. They also both have
relevant experience in the energy, environmental and related services sectors,
together with a working knowledge of businesses based in the United Kingdom, in
mainland Europe and North America.
The Directors anticipate that the management of any acquired company or business
will have the expertise required to manage and develop that business though they
may consider retaining board positions. In tandem with an acquisition, the
Directors will consider bringing in additional specialist knowledge and advice.
Directors' biographies
J R Shaw (aged 59) Chairman
John Shaw qualified as a Chartered Accountant in 1975 with Touche Ross & Co in
London. Subsequently, he spent two years seconded to the Quotations Department
of the London Stock Exchange returning to Touche Ross & Co to join the Corporate
Finance Group until 1982. After a period as a sole practitioner, he joined Chase
Investment Bank Limited in 1985, was appointed a director and founded the Equity
Investment Group, formed to invest in unquoted companies. In 1990 he joined
Henry Ansbacher & Co Ltd. He started working with Clifton Financial Associates
Plc in early 1995 and was appointed a director in December 1996. He was
appointed a director of Seymour Pierce Limited in December 1998 where he was
initially Group Company Secretary and latterly Head of Private Equity. In March
2001, he co-founded CFA Capital Group Plc whose operating subsidiary, City
Financial Associates Limited, became a nominated adviser and sponsor. He left
CFA Capital Group Plc in July 2004 to form Chatsford Corporate Finance Limited.
M H W Perrin (aged 55)
Martin Perrin qualified as a chartered accountant with Peat Marwick Mitchell. He
has extensive experience of operations and finance in industry, particularly
technology and communications where directorships included Qualcomm
Telecommunications Ltd. He was a partner in Grahams Rintoul & Co, a fund
management company specializing in Investment Trusts which was sold to Lazards
where he gained further investment management and corporate finance experience.
He has executed business in a large number of countries and cultures in
corporate environments ranging from start-ups to major multi-nationals. He is a
director of Chatsford Corporate Finance Limited, and a non-executive director of
Fiske plc and a number of private companies.
Principal risks and uncertainties
The principal risks and uncertainties facing the Company relate to the activity
of establishing, investing in or acquiring assets, businesses or companies in
accordance with the Company's investment strategy. Despite the opportunities
that arise, there is the risk that the Company may not find a suitable or
profitable investment. A further risk is that the Company may not be able to
raise the necessary funding for such an investment or, if necessary, for further
working capital whilst investment opportunities are explored.
Supplier payment policy
Whilst there is no formal code or standard, it is Company policy to settle terms
of payment with creditors when agreeing the terms of each transaction and to
abide by the creditors' terms of payment. There are no creditors subject to
special arrangements outside of suppliers' terms and conditions. At 31 March
2009 the number of creditors days in respect of trade creditors was 5 days (31
December 2007: 30 days).
Directors and Directors' interests
The Directors who held office in the period up to the date of approval of these
Financial Statements and their beneficial interests in the Company's issued
share capital at the beginning and end of the accounting period (or later date
of appointment) were:
+----------------------------------+------------+------------+-----------+-----------+
| | Ordinary | | Warrants | |
| | Shares | | | |
+----------------------------------+------------+------------+-----------+-----------+
| | Interest | Interest | Interest | Interest |
| | at end of | at start | at end of | at start |
| | period | of period | period | of period |
+----------------------------------+------------+------------+-----------+-----------+
| | No. | No. | No. | No. |
+----------------------------------+------------+------------+-----------+-----------+
| John Shaw (Chairman) | 10,014,337 | 9,014,337 | 600,000 | 600,000 |
| M H W Perrin* (appointed 9 | 4,808,376 | 4,558,376 | 100,000 | 100,000 |
| January 2009) | 43,960,561 | 43,960,561 | - | - |
| Alan McKeating (resigned 9 | 31,624,965 | 31,624,965 | - | - |
| January 2009) | 8,800,086 | 5,800,086 | - | - |
| Philip Bellamy-Lee (resigned 9 | n/a | 16,122,357 | n/a | 600,000 |
| January 2009) | | | | |
| John Butler (resigned 9 January | | | | |
| 2009) | | | | |
| Stephen Barclay (resigned 11 | | | | |
| August 2008) | | | | |
+----------------------------------+------------+------------+-----------+-----------+
* including family holdings
Directors' responsibilities
The Statement of Directors' Responsibilities is shown on page 7.
Substantial interests
At the date of approval of the Financial Statements the following interests of
three percent or more of the issued Ordinary share capital had been notified to
the Company:
+---------------------------+-------------+------------+
| | Ordinary | % of |
| | Shares | Issued |
+---------------------------+-------------+------------+
| Alan McKeating | 43,960,561 | 13.2% |
+---------------------------+-------------+------------+
| Philip Bellamy-Lee | 31,624,965 | 9.5% |
+---------------------------+-------------+------------+
| Stephen Barclay | 14,372,357 | 4.3% |
+---------------------------+-------------+------------+
| Garry Rimmer | 13,123,068 | 3.9% |
+---------------------------+-------------+------------+
| Robert Hatton | 12,495,679 | 3.8% |
+---------------------------+-------------+------------+
| John Shaw | 10,014,337 | 3.0% |
+---------------------------+-------------+------------+
Disclosure of information to auditors
Each of the directors at the date of approval of this report confirms that:
* so far as the director is aware, there is no relevant audit information of which
the Company's auditors are unaware; and
* the director has taken all the steps that he ought to have taken as a director
to make himself aware of any relevant audit information and to establish that
the Company's auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the
provisions of Section s418(2) of the Companies Act 2006.
Auditors
Our independent auditors, Littlejohn, have transferred their business to
Littlejohn LLP, a limited liability partnership. In accordance with section
26(5) of the Companies Act 1989, the Directors have consented to the extension
of the audit appointment of Littlejohn to its successor firm, Littlejohn LLP.
Littlejohn LLP has signified its willingness to continue in office as auditors.
Income Statement
for the period ended 31 March 2009
+-------------------------+------+------------+-------------+-------------+
| | Note | | Period to | Year to |
| | | | 31 March | 31 December |
| | | | 2009 | 2007 |
+-------------------------+------+------------+-------------+-------------+
| | | | GBP | GBP |
+-------------------------+------+------------+-------------+-------------+
| Revenue | 2 | | - | - |
+-------------------------+------+------------+-------------+-------------+
| Cost of sales | | | - | - |
+-------------------------+------+------------+-------------+-------------+
| Gross Profit | | | - | - |
+-------------------------+------+------------+-------------+-------------+
| | | | | |
+-------------------------+------+------------+-------------+-------------+
| Operating expenses | 3 | | (377,582) | (304,005) |
+-------------------------+------+------------+-------------+-------------+
| Operating loss | | | (377,582) | (304,005) |
+-------------------------+------+------------+-------------+-------------+
| | | | | |
+-------------------------+------+------------+-------------+-------------+
| Finance Income | | | 5,041 | 3,287 |
+-------------------------+------+------------+-------------+-------------+
| Loss on disposal of | 8 | | (2,917,095) | - |
| subsidiary undertakings | | | | |
+-------------------------+------+------------+-------------+-------------+
| Loss before taxation | | | (3,289,636) | (300,718) |
+-------------------------+------+------------+-------------+-------------+
| Taxation | 6 | | - | - |
+-------------------------+------+------------+-------------+-------------+
| | | | | |
+-------------------------+------+------------+-------------+-------------+
| Loss after taxation | | | (3,289,636) | (300,718) |
+-------------------------+------+------------+-------------+-------------+
| | | | | |
+-------------------------+------+------------+-------------+-------------+
| Loss attributable to | | | (3,289,636) | (300,718) |
| equity shareholders | | | | |
+-------------------------+------+------------+-------------+-------------+
| | | | | |
+-------------------------+------+------------+-------------+-------------+
| Loss per share basic | 7 | | (0.99) | (0.11) |
| and diluted (p) | | | | |
+-------------------------+------+------------+-------------+-------------+
Balance Sheet
at 31 March 2009
+-------------------------+------+------------+-------------+-------------+
| | | | 31 March | 31 December |
+-------------------------+------+------------+-------------+-------------+
| | | | 2009 | 2007 |
+-------------------------+------+------------+-------------+-------------+
| |Note | | GBP | GBP |
+-------------------------+------+------------+-------------+-------------+
| Assets | | | | |
+-------------------------+------+------------+-------------+-------------+
| Non current assets | | | | |
+-------------------------+------+------------+-------------+-------------+
| Investment | 8 | | - | 2,382,690 |
+-------------------------+------+------------+-------------+-------------+
| Total non current | | | - | 2,382,690 |
| assets | | | | |
+-------------------------+------+------------+-------------+-------------+
| Current assets | | | | |
+-------------------------+------+------------+-------------+-------------+
| Trade and other | 9 | | 515,239 | 1,235,082 |
| receivables | | | | |
+-------------------------+------+------------+-------------+-------------+
| Cash and cash | | | 451,855 | 21,970 |
| equivalents | | | | |
+-------------------------+------+------------+-------------+-------------+
| Total current assets | | | 967,094 | 1,257,052 |
+-------------------------+------+------------+-------------+-------------+
| | | | | |
+-------------------------+------+------------+-------------+-------------+
| Total Assets | | | 967,094 | 3,639,742 |
+-------------------------+------+------------+-------------+-------------+
| | | | | |
+-------------------------+------+------------+-------------+-------------+
| Equity and liabilities | | | |
| attributable to equity | | | |
| holders of the Company | | | |
+--------------------------------+------------+-------------+-------------+
| Share capital and | | | | |
| reserves | | | | |
+-------------------------+------+------------+-------------+-------------+
| Issued capital | 10 | | 3,327,684 | 2,787,684 |
+-------------------------+------+------------+-------------+-------------+
| Share premium account | | | 1,145,899 | 1,163,929 |
+-------------------------+------+------------+-------------+-------------+
| Reserves | | | (3,540,407) | (363,917) |
+-------------------------+------+------------+-------------+-------------+
| Total Equity | | | 933,176 | 3,587,696 |
+-------------------------+------+------------+-------------+-------------+
| | | | | |
+-------------------------+------+------------+-------------+-------------+
| Current liabilities | | | | |
+-------------------------+------+------------+-------------+-------------+
| Trade and other | 11 | | 33,918 | 52,046 |
| payables | | | | |
+-------------------------+------+------------+-------------+-------------+
| Total current | | | 33,918 | 52,046 |
| liabilities | | | | |
+-------------------------+------+------------+-------------+-------------+
| | | | | |
+-------------------------+------+------------+-------------+-------------+
| Total equity and | | | 967,094 | 3,639,742 |
| liabilities | | | | |
+-------------------------+------+------------+-------------+-------------+
Statement of Changes in Equity
at 31 March 2009
+------------------------------+----------+-----------+-----------+-------------+-------------+
| | | Share | Share | Retained | |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| | | Capital | Premium | Earnings | Total |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| | | GBP | GBP | GBP | GBP |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| Balance at 1 January 2007 | | 2,467,684 | 1,083,929 | (176,345) | 3,375,268 |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| Loss for the period | | - | - | (300,718) | (300,718) |
| attributable to equity | | | | | |
| holders | | | | | |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| Share based payments | | - | - | 113,146 | 113,146 |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| Shares issued | | 320,000 | 80,000 | - | 400,000 |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| Balance at 31 December 2007 | | 2,787,684 | 1,163,929 | (363,917) | 3,587,696 |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| Loss for the period | | - | - | (3,289,636) | (3,289,636) |
| attributable to equity | | | | | |
| holders | | | | | |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| Share based payments | | - | - | 113,146 | 113,146 |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| Shares issued | | 540,000 | - | - | 540,000 |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| Share issue costs | | - | (18,030) | - | (18,030) |
+------------------------------+----------+-----------+-----------+-------------+-------------+
| Balance at 31 March 2009 | | 3,327,684 | 1,145,899 | (3,540,407) | 933,176 |
+------------------------------+----------+-----------+-----------+-------------+-------------+
Cash Flow Statement
for period ended 31 March 2009
+-------------------------------+-----+------------+-------------+----------+------------+
| | | | Period to | | Year to |
| | | | 31 March | | 31 |
| | | | 2009 | | December |
| | | | | | 2007 |
+-------------------------------+-----+------------+-------------+----------+------------+
| | | | GBP | | GBP |
+-------------------------------+-----+------------+-------------+----------+------------+
| Cash flows from operating | | | | | |
| activities | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Operating loss for the year | | | (377,582) | | (304,005) |
| as per income statement | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Share based payments | | | 113,146 | | 113,146 |
+-------------------------------+-----+------------+-------------+----------+------------+
| | | | (264,436) | | (190,859) |
+-------------------------------+-----+------------+-------------+----------+------------+
| Movements in working capital | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Increase in trade and other | | | (847,770) | | (444,696) |
| receivables | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| (Decrease)/increase in trade | | | (18,128) | | 17,484 |
| and other payables | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Net cash outflow from | | | (1,130,334) | | (618,071) |
| operations | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Cash flows from financing | | | | | |
| activities | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Net proceeds from issue of | | 521,970 | | 400,000 | |
| equity shares | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Net cash flows from financing | | | 521,970 | | 400,000 |
| activities | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Cash flows from investing | | | | | |
| activities | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Interest received | | 5,041 | | 3,287 | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Net proceeds of sale of | | 1,033,208 | | - | |
| subsidiary | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Net cash inflow from | | | 1,038,249 | | 3,287 |
| investing activities | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Net increase/(decrease) in | | | 429,885 | | (214,784) |
| cash and cash equivalents | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Cash and cash equivalents at | | | 21,970 | | 236,754 |
| the beginning of period | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
| Cash and cash equivalents at | | | 451,855 | | 21,970 |
| end of period | | | | | |
+-------------------------------+-----+------------+-------------+----------+------------+
Notes to the Financial Statements
1. Status of accounts
The figures shown for the period ended 31 March 2009 are audited but do not
constitute statutory financial statements within the meaning of the Companies
Act 1985. The financial statements for the year ended 31 December 2007 have been
reported on by the Company's auditors and delivered to the Registrar of
Companies.
2. Segmental information
All of the Company's activity is located in the UK.
3. Operating expenses
+-------------------------------+--------------------+--------------+-------------+
| | | Period to | Year to |
| | | 31 March | 31 December |
| | | 2009 | 2007 |
+-------------------------------+--------------------+--------------+-------------+
| | | GBP | GBP |
+-------------------------------+--------------------+--------------+-------------+
| Auditors' remuneration | | | |
+-------------------------------+--------------------+--------------+-------------+
| Audit - fees payable to the Company's auditor for | 8,000 | 15,000 |
| the audit of the parent company and consolidated | | |
| accounts | | |
+----------------------------------------------------+--------------+-------------+
| Fees payable to the Company's auditor for other | | |
| services: | | |
+----------------------------------------------------+--------------+-------------+
| - other services pursuant to | | - | 1,850 |
| legislation | | | |
+-------------------------------+--------------------+--------------+-------------+
| - tax services | | 4,747 | 4,120 |
+-------------------------------+--------------------+--------------+-------------+
| - other services | | 4,120 | 150 |
+-------------------------------+--------------------+--------------+-------------+
| Other employee benefit | | 198,126 | 225,463 |
| expense | | | |
+-------------------------------+--------------------+--------------+-------------+
| Other administrative expenses | | 162,589 | 57,422 |
+-------------------------------+--------------------+--------------+-------------+
| | | 377,582 | 304,005 |
+-------------------------------+--------------------+--------------+-------------+
4. Staff costs
+----------------------------------+----------------+--------------+-------------+
| Staff costs, including Directors' remuneration, were as follows: | |
| | |
+------------------------------------------------------------------+-------------+
| | | Period to | Year to |
| | | 31 March | 31 December |
| | | 2009 | 2007 |
+----------------------------------+----------------+--------------+-------------+
| | | GBP | GBP |
+----------------------------------+----------------+--------------+-------------+
| Wages and salaries | | 75,645 | 83,697 |
+----------------------------------+----------------+--------------+-------------+
| Social security costs | | 9,335 | 3,145 |
+----------------------------------+----------------+--------------+-------------+
| Defined contribution pension | | - | 25,475 |
| costs | | | |
+----------------------------------+----------------+--------------+-------------+
| Share based payments | | 113,146 | 113,146 |
+----------------------------------+----------------+--------------+-------------+
| | | 198,126 | 225,463 |
+----------------------------------+----------------+--------------+-------------+
| | | | |
+----------------------------------+----------------+--------------+-------------+
| The average monthly number of employees, | 5 | 5 |
| including Directors, during the period was : | | |
+----------------------------------+----------------+--------------+-------------+
5. Directors' remuneration
+----------------------------------+----------------+--------------+-------------+
| | | Period to | Year to |
| | | 31 March | 31 December |
| | | 2009 | 2007 |
+----------------------------------+----------------+--------------+-------------+
| | | GBP | GBP |
+----------------------------------+----------------+--------------+-------------+
| Emoluments | | 75,645 | 83,697 |
+----------------------------------+----------------+--------------+-------------+
| Social security costs | | 9,335 | 3,145 |
+----------------------------------+----------------+--------------+-------------+
| | | 84,980 | 86,842 |
+----------------------------------+----------------+--------------+-------------+
6. Taxation
Income tax
Tax charge for the period
No taxation arises on the result for the period because of the trading loss.
Factors affecting the tax charge for the period
The total charge for the period can be reconciled to the accounting loss as
follows:
+--------------+---+--------------------------------+----+--------------+------------+
| | | | | Period to | Year to |
| | | | | 31 March | 31 |
| | | | | 2009 | December |
| | | | | | 2007 |
+--------------+---+--------------------------------+----+--------------+------------+
| | | | | GBP | GBP |
+--------------+---+--------------------------------+----+--------------+------------+
| Loss for the period before taxation | | (3,289,636) | (300,718) |
+---------------------------------------------------+----+--------------+------------+
| | | | | | |
+--------------+---+--------------------------------+----+--------------+------------+
| Loss for the period before tax multiplied by the | | (657,927) | (57,136) |
| applicable rate of UK small companies corporation | | | |
| tax of 20% (2007: 19%) | | | |
+---------------------------------------------------+----+--------------+------------+
| Expenses not deductible for tax | | 22,702 | 21,593 |
+---------------------------------------------------+----+--------------+------------+
| Capital losses | | 583,419 | - |
+---------------------------------------------------+----+--------------+------------+
| Tax losses for the period not relieved | | 51,806 | 35,543 |
+---------------------------------------------------+----+--------------+------------+
| | | | | - | - |
+--------------+---+--------------------------------+----+--------------+------------+
The small companies rate of corporation tax in the UK changed to 20% with effect
from 1 April 2008.
Factors affecting the tax charge of future periods
Tax losses available to be carried forward by the Company at 31 March 2009
against future profits are estimated to comprise trading losses of approximately
GBP701,000.
A deferred tax asset amounting to approximately GBP140,000 (31 December 2007:
GBP66,000) has not been recognised in respect of accumulated losses, as there is
insufficient evidence that the asset will be recovered. There were no factors
that may affect future tax charges.
7. Loss per share
The calculation of basic loss per share is based on the loss attributable to
ordinary shareholders, as split between continuing and discontinued activities,
divided by the weighted average of ordinary shares in issue being 330,869,482
(December 2007: 271,403,999) during the period. No option or warrant is
potentially dilutive, and hence basic and diluted loss per share are the same.
There are warrants in issue over 11,403,051 ordinary shares which if exercised
could potentially dilute future earnings per share.
8. Investment in subsidiary undertakings
+-----------------------------------------------+------+-------------+-------------+
| | | 31 March | 31 December |
| | | 2009 | 2007 |
+-----------------------------------------------+------+-------------+-------------+
| | | GBP | GBP |
+-----------------------------------------------+------+-------------+-------------+
| Company | | | |
+-----------------------------------------------+------+-------------+-------------+
| Cost at 1 January 2008 | 2,382,690 | 2,382,690 |
+------------------------------------------------------+-------------+-------------+
| Intercompany balances capitalised during | | 1,552,326 | - |
| period | | | |
+-----------------------------------------------+------+-------------+-------------+
| Disposed of during the period | (3,935,016) | - |
+------------------------------------------------------+-------------+-------------+
| | | | |
+-----------------------------------------------+------+-------------+-------------+
| Cost at 31 March 2009 | - | 2,382,690 |
+-----------------------------------------------+------+-------------+-------------+
During the period, the Company disposed of all of its subsidiary undertakings,
all of which were wholly owned, being:
+----------------------------+----------------+----------------------------------+
| | Incorporated | Nature of business |
+----------------------------+----------------+----------------------------------+
| Energy Assets Limited | England and | Meter asset management, |
| | Wales | datalogging and data provision |
| | | services |
+----------------------------+----------------+----------------------------------+
| EA Siteworks Services | England and | Provision of siteworks services |
| Limited | Wales | |
+----------------------------+----------------+----------------------------------+
| Sitework Support Services | Scotland | Dormant |
| Limited | | |
+----------------------------+----------------+----------------------------------+
| EA Energy Services Limited | England and | Dormant |
| | Wales | |
+----------------------------+----------------+----------------------------------+
| EA Data Services Limited | England and | Dormant |
| | Wales | |
+----------------------------+----------------+----------------------------------+
| EAM Assets Limited | England and | Dormant |
| | Wales | |
+----------------------------+----------------+----------------------------------+
Disposal of subsidiary undertakings
+--------------------------------------------+------------+-------------+-------------+
| | | GBP | GBP |
+--------------------------------------------+------------+-------------+-------------+
| Disposal proceeds (see notes 9 and 13) | | | 1,106,197 |
+--------------------------------------------+------------+-------------+-------------+
| Costs of disposal | | (72,990) | |
+--------------------------------------------+------------+-------------+-------------+
| Investments disposed in the period | | (3,935,016) | |
+--------------------------------------------+------------+-------------+-------------+
| Amounts due from subsidiaries disposed | | (15,286) | |
+--------------------------------------------+------------+-------------+-------------+
| | | | (4,023,292) |
+--------------------------------------------+------------+-------------+-------------+
| Loss on disposal | | | 2,917,095 |
+--------------------------------------------+------------+-------------+-------------+
9. Trade and other receivables
+------------------------------+--+------------+------------+------------+------------+
| | | | |
+------------------------------+--+-------------------------+-------------------------+
| | | | | 31 March | 31 |
| | | | | 2009 | December |
| | | | | | 2007 |
+------------------------------+--+------------+------------+------------+------------+
| | | | | GBP | GBP |
+------------------------------+--+------------+------------+------------+------------+
| Amount due from subsidiaries | | | | - | 1,227,698 |
+------------------------------+--+------------+------------+------------+------------+
| Other receivables | | | | 515,239 | 7,384 |
+------------------------------+--+------------+------------+------------+------------+
| | | | | | |
+------------------------------+--+------------+------------+------------+------------+
| | | | | 515,239 | 1,235,082 |
+------------------------------+--+------------+------------+------------+------------+
Other receivables of GBP515,239 at 31 March 2009 represent deferred
consideration arising on the sale of Energy Assets Limited and is receivable in
December 2009.
10. Called up share capital
+-------------------------------------+-----+--+-------------+------------+------------+
| | | | | 31 March | 31 |
| | | | | 2009 | December |
| | | | | | 2007 |
+-------------------------------------+-----+--+-------------+------------+------------+
| | | | | GBP | GBP |
+-------------------------------------+-----+--+-------------+------------+------------+
| Authorised | | | | | |
+-------------------------------------+-----+--+-------------+------------+------------+
| 500,000,000 Ordinary shares of 1p each | | 5,000,000 | 5,000,000 |
+----------------------------------------------+-------------+------------+------------+
| | | | | | |
+-------------------------------------+-----+--+-------------+------------+------------+
| Allotted issued and fully paid | | | | |
+-------------------------------------------+--+-------------+------------+------------+
| Ordinary shares of 1p each | | | No. of | Nominal | |
| | | | Shares | value | |
+-------------------------------------+-----+--+-------------+------------+------------+
| | | | | GBP | |
+-------------------------------------+-----+--+-------------+------------+------------+
| Opening balance as at 1 January 2008 | 278,768,383 | 2,787,684 | |
+----------------------------------------------+-------------+------------+------------+
| Issued in period | | | 54,000,000 | 540,000 | |
+-------------------------------------+-----+--+-------------+------------+------------+
| | | | | | |
+-------------------------------------+-----+--+-------------+------------+------------+
| Closing balance as at 31 March 2009 | 332,768,383 | 3,327,684 | |
+-------------------------------------+-----+--+-------------+------------+------------+
Significant shareholders are as disclosed in the Directors' report. There is no
overall controlling party.
Options
No options were granted during the 15 month period to 31 March 2009. At 31
December 2007, the Company had granted executive options to subscribe for a
total of 33,557,500 new ordinary shares in the Company. Following the disposal
of Energy Assets Limited, these executives have left employment by the Company
and in accordance with the provisions thereof, these options have lapsed. At 31
March 2009 there were no options outstanding.
Warrants
During the 15 month period to 31 March 2009 no warrants were granted and
warrants to subscribe to 3,000,000 new ordinary shares in the Company lapsed
upon the passage of time. Warrants to subscribe for 11,403,051 new ordinary
shares in the Company are in issue as follows:
+------------------+--+-------------+------------+------------------------------------+
| | | No. of | Exercise | Exercisable |
| | | warrants | price | |
+------------------+--+-------------+------------+------------------------------------+
| John Shaw | | 600,000 | 1.0p | from 30 March 2005 to 29 March |
| | | | | 2010 |
+------------------+--+-------------+------------+------------------------------------+
| Martin Perrin | | 100,000 | 1.0p | from 30 March 2005 to 29 March |
| | | | | 2010 |
+------------------+--+-------------+------------+------------------------------------+
| Stephen Barclay | | 600,000 | 1.0p | from 30 March 2005 to 29 March |
| | | | | 2010 |
+------------------+--+-------------+------------+------------------------------------+
| Others | | 700,000 | 1.0p | from 30 March 2005 to 29 March |
| | | | | 2010 |
+------------------+--+-------------+------------+------------------------------------+
| Ruegg & Co | | 2,000,000 | 1.5p | from 13 March 2007 to 13 March |
| Limited | | | | 2011 |
+------------------+--+-------------+------------+------------------------------------+
| ICON EAM LLC | | 7,403,051 | 1.5p | from 13 March 2007 to 13 March |
| | | | | 2011 |
+------------------+--+-------------+------------+------------------------------------+
| | | 11,403,051 | | |
+------------------+--+-------------+------------+------------------------------------+
The warrants outstanding at 31 March 2009 had a weighted average price of 1.4
pence and a weighted average remaining contractual life of 650 days.
11. Trade and other payables
+------------------------------+--+------------+------------+------------+------------+
| | | | |
+------------------------------+--+-------------------------+-------------------------+
| | | | | 31 March | 31 |
| | | | | 2009 | December |
| | | | | | 2007 |
+------------------------------+--+------------+------------+------------+------------+
| | | | | GBP | GBP |
+------------------------------+--+------------+------------+------------+------------+
| Trade payables | | | | 5,274 | 28,388 |
+------------------------------+--+------------+------------+------------+------------+
| Social security and other | | | | 10,959 | 1,658 |
| taxes | | | | | |
+------------------------------+--+------------+------------+------------+------------+
| Other payables and accruals | | | | 17,685 | 22,000 |
+------------------------------+--+------------+------------+------------+------------+
| | | | | | |
+------------------------------+--+------------+------------+------------+------------+
| | | | | 33,918 | 52,046 |
+------------------------------+--+------------+------------+------------+------------+
12. Capital commitments
There were no capital commitments authorised by the Directors or contracted for
at 31 March 2009 (31 December 2007 GBPnil).
13. Contingent assets
On 9 January 2009, the Company sold its interest in Energy Assets Limited, a
wholly owned subsidiary of the Company and its principal trading entity.
Under the terms of the sale agreement, the Company sold the entire issued share
capital of Energy Assets Limited to Macquarie Energy Assets Holdings Limited, a
wholly owned subsidiary of Macquarie Group Limited, for an aggregate
consideration of up to GBP1,848,572 payable in three tranches:
(a) GBP590,953 of the consideration was paid to the Company at Completion;
(b) GBP590,953 of the consideration is to be paid to the Company on 31 December
2009. Of this amount, GBP515,239 is unconditional and GBP75,714 is conditional
upon Alan McKeating and Philip Bellamy-Lee remaining in employment with Energy
Assets Limited at 31 December 2009; and
(c) up to GBP666,666 of additional consideration is payable to the Company on or
about 30 June 2010 conditional upon the net profit attributable to the
activities of EAL and Pulse 24 Limited (a wholly owned subsidiary of Macquarie
Group Limited) for the financial year ended 31 March 2010 being equal to or
exceeding GBP3,000,000. Of this amount, GBP151,428 is conditional upon Alan
McKeating and Philip Bellamy- Lee remaining in employment with Energy Assets
Limited at 30 June 2010 and to the extent that profit is less than GBP3,000,000,
the payment will be scaled down proportionately.
The Company has also disposed of its interests in other minor subsidiaries for a
nominal sum.
14. Treasury policy and financial instruments
The Company operates informal treasury policies which include ongoing
assessments of interest rate management and borrowing policy. The Board approves
all decisions on treasury policy.
The Company has financed its activities by the raising of funds through the
placing of shares together with warrants. There are no material differences
between the book value and fair value of the financial assets.
The risks arising from the Company's financial instruments are liquidity and
interest rate risk. The Directors review and agree policies for managing these
risks and they are summarised below:
Liquidity and interest rate risk
The Company seeks to manage financial risk, to ensure sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably. This is achieved by the close control of the Directors of the
Company in the day to day management of liquid resources. Cash is invested in
deposit accounts which provide a modest return on the Company's resources whilst
ensuring there is limited risk of loss to the Company. The deposit accounts are
held at Adam & Company Plc and the Company earns interest at rates that depend
on the amount of money deposited at any one time.
There is no difference between the book values and fair values of the financial
instruments in the current period or prior period.
15. Contingent liabilities
The Company sold the entire issued share capital of Energy Assets Limited to
Macquarie Energy Assets Holdings Limited under a sale agreement, the terms of
which provide for certain warranties to be given by the Company. It is not
expected that any claim will arise thereunder.
16. Related party transactions
In the period the Company advanced loans of GBP324,628 to its subsidiary EAL, in
addition to the balance already outstanding at 31 December 2007of GBP1,227,698.
During the period the total amount of the loan of GBP1,552,326 was capitalised
by EAL and the Company accepted 1,552,326 ordinary shares of GBP1 each in EAL to
clear the debt. All the share capital in EAL was subsequently disposed and there
was no remaining balance at the period end.
Note to the announcement:
The Report and Accounts will be posted to Shareholders, and will be available on
the website www.eamplc.net
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS GIVEN that the Annual General Meeting of Energy Asset Management Plc
will be held at 4.00 p.m. on 31 July 2009 at the offices of Chatsford Corporate
Finance Limited, 1 Cornhill, London EC3V 3ND for the following purposes:
Ordinary Business
1. To receive the Report of the Directors and Auditors and the Financial Statements
for the period ended 31 March 2009.
2. To elect Martin Perrin, who, having been appointed as a director since the last
general meeting of the company, offers himself for election as a director of the
company.
3. To re-elect John Shaw, who retires by rotation, as a director of the company.
4. To reappoint Littlejohn LLP as auditors and to authorise the board to fix their
remuneration.
5. To consider whether any, and if so what, steps should be taken to deal with the
position of the net assets of the Company being less than half of its called up
share capital pursuant to section 142 of the Act.
6. That the Investing Policy (as described in the Directors' Report) be and is
hereby approved for the purposes of the AIM Rules for Companies published by
London Stock Exchange plc and that the Directors be and they are hereby
authorised to take all such steps as they may consider necessary or desirable to
implement the Investing Strategy.
As Special Business:-
To consider, and if thought fit pass, the following resolutions of which
resolution 7 will be proposed as an ordinary resolution and resolutions 8 and 9
as a special resolution.
Ordinary Resolution
7. That the directors be and they are hereby generally and unconditionally
authorised in accordance with
the Companies Act 1985 ("the Act") to
exercise all powers of the Company to allot relevant securities within the
meaning of Section 80 of the Act up to the aggregate nominal amount of the
authorised but unissued ordinary
share capital of the Company
immediately following the passing of this Resolution Provided that the
authority
hereby conferred shall operate in substitution for and to
the exclusion of any previous authority given to the
Directors
pursuant to Section 80 of the Act and shall expire on the date falling 6 months
after the next accounting
reference date of the Company, or if
earlier, at the conclusion of the next Annual General Meeting of the
Company
(unless previously renewed, varied or revoked by the Company
in General Meeting) save that the Company may at
any time before such
expiry make an offer or agreement which would, or might, require equity
securities to be
allotted after such expiry and the Directors may
allot relevant securities pursuant to any such offer or agreement as
if the authority hereby conferred had not expired.
Special resolutions
8. That the Directors be and they are hereby empowered pursuant to Section 95
of the Act to allot or make offer or
arrangements to allot equity
securities (as defined in Section 94 of the Act) for cash as if Section 89(1) of
the Act
did not apply to any such allotment Provided that such power
shall be limited to:-
(a) the allotment of equity securities in connection with a rights issue or any
other pre-emptive offer in favour of holders of equity securities (excluding any
shares held by the Company as treasury shares (as defined in section 162A (3) of
the Act)) where the equity securities respectively attributable to the interests
of all such holders are proportionate (as nearly as may be) to the respective
amounts of equity securities held by them subject only to such exclusions or
other arrangements as the directors may consider appropriate to deal with
fractional entitlements or legal or practical difficulties under the laws of or
the requirements of any recognised regulatory body in any territory or
otherwise; and
(b) the allotment (otherwise than pursuant to sub paragraph (a) above) of equity
securities up to the aggregate nominal amount of the authorised but unissued
ordinary share capital of the Company immediately following the passing of this
Resolution,
and the power hereby conferred shall operate in substitution for and to the
exclusion of any previous power given to the directors pursuant to Section 95 of
the Act and shall expire on whichever is the earlier of the conclusion of the
next Annual General Meeting of the Company or the date falling 6 months after
the next accounting reference date of the Company unless such power is renewed
or extended prior to or at such meeting except that the Company may before the
expiry of any power contained in this Resolution make an offer or agreement
which would or might require equity securities to be allotted after such expiry
and the directors may allot equity securities in pursuance of such offer or
agreement as if the power conferred hereby had not expired.
2. To change the name of the Company to Ricmore Capital Plc.
By Order of the Board
M H W Perrin
Company Secretary
Registered Office
3 Hardman Square
Spinningfields
Manchester M3 3EB
Dated 25 June 2009
Notes:
1. By attending the Annual General Meeting members agree to receive any
communications made at the meeting.
2. A member entitled to attend and vote at the above meeting is entitled to appoint
a proxy or proxies to attend and vote instead of him. A proxy need not be a
member of the Company. The appointment of a proxy will not preclude a member
from attending and voting at the meeting in person should he subsequently decide
to do so. A member may appoint more than one proxy in relation to the Annual
General Meeting provided that each proxy is appointed to exercise rights
attached to different shares.
3. A Form of Proxy is enclosed for the holders of Ordinary Shares.
4. The instrument appointing a proxy must reach the Company's registrars, Share
Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey
GU9 7LL, not less than 48 hours before the holding of the meeting.
5. As permitted by Regulation 41 of the Uncertificated Securities Regulations 2001,
members who hold shares in uncertificated form must be entered on the Company's
register of members not less than 48 hours before the holding of the meeting in
order to be entitled to attend and/or vote at the meeting in respect of the
number of shares registered in their name at such time. Changes to entries on
the register of members after that time will be disregarded in determining the
rights of any person to attend and/or vote at the meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UVAWRKRRNUAR
Energy Asset Management (LSE:EAM)
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