TIDMEBIV

RNS Number : 5831R

Eastbridge Investments PLC

30 June 2015

Eastbridge Investments Plc

Preliminary Results for the year ended 31 December 2014

Eastbridge Investments Plc ("Eastbridge" or "Company") is pleased to present its results for the year ended 31(st) December 2014.

Results and Review of Business

The loss for the period was GBP12,063,000 (2013: Loss GBP206,000) representing a loss per share of 20.77p (2013: Loss 8.49p). The loss primarily relates to operations within the business that have now been discontinued as part of the restructuring of the company.

On the 23(rd) December 2014 the Company posted a circular to shareholders detailing a general meeting to be held on the 9(th) January 2015 to seek approval for the proposed disposal of the company's trading subsidiary, the adoption of an Investing Policy under AIM Rule 15 and the change of name to Eastbridge Investments PLC. All resolutions were approved at the meeting and on 30(th) January 2015, following the raising of GBP225,000 in new funding on 23(rd) January 2015, the company's shares (under our new ticker: EBIV) were re-admitted to trading on AIM. Subsequently, we have raised GBP220,000 of additional funds to pursue our new investment policy.

Further information is detailed below under 'strategic report' and copies of the circular(s) are available on the company website: www.eastbridgeplc.com

Outlook

In addition to the successful placings carried out since the completion of the restructuring, the Company will need to raise additional funds to support the company's working capital requirements and investment plans in the future, which may be done by future issues of both equity and debt. The directors are seeking to purchase real estate assets significantly undervalued by the current market and remain confident the momentum is building to enable us to implement our strategy but recognise that our current financial resources are limited and it will not be possible to secure every opportunity we identify.

I would like to thank shareholders for their patience during a difficult period in the company's history and particularly wish to extend my thanks to former chairman Mark Chapman for his work in the restructuring and renewal of Eastbridge.

Availability of documents

Copies of the audited report and accounts for the year ended 31(st) December 2014 are being posted to shareholders today and will be available on the Company's website, www.eastbridgeplc.com. Contained within the accounts is a notice of the Annual General Meeting of the Company to be held on 29(th) July 2015.

Gregory Collier

Chairman

30(th) June 2015

The directors present their strategic report for the year ended 31(st) December 2014.

Principal activity

During the period the company's principal business activity was that of an investment holding company for a group involved in the manufacture of lathes and machinery tools. Subsequent to the period end it has been re-classified as an Investing Company under AIM Rule 15.

Change of Company Name and Board

Shareholders have approved the change of name to Eastbridge Investments Plc and the Company has successfully enacted the change with the Jersey Financial Services Commission.

On 29 September 2014 Yuan Meirong and Li Yuanqing resigned as directors of the Company. In conjunction with the change of the Company's activities, on 9 January 2015 Gregory Collier was appointed a director of the Company with Roberto Lima and Hao Qiang resigning from the board. Mark Chapman resigned as chairman and a director of the Company on 5 March 2015 when Stuart Black was appointed to the board and Gregory Collier assumed the role of chairman.

Discontinued Operations

The company's previous operating business, Jiangsu Qihang CNC Machinery Tools Co., Ltd ("JSQH") was acquired in July 2011. Since its acquisition, JSQH struggled to meet the expectations of the Board and the Directors believe that this was mainly due to difficulties arising from the general economic downturn as well as specific difficulties in JSQH's particular market.

On 30 September 2014, the Company announced that it would be unable to publish its interim accounts to 30 June 2014 in line with the AIM Rules for Companies ("AIM Rules") and as a result, its ordinary shares of 2.5 pence each ("Ordinary Shares") were suspended from trading on AIM on the same day. Subsequently, on 23 December 2014 the Company announced a proposal to dispose of JSQH. This proposal was approved by shareholders on 9 January 2015 and as a result the Company has been re-classified as an Investing Company under AIM Rule 15.

New Investing Policy

The Company's Investing Policy is one focused on the property and real estate sector, with the objective being to provide shareholders with strong investment returns and a balanced exposure to lower risk income generating assets and opportunities that will provide a higher capital return. The Company will look to invest in residential schemes as well as commercial, retail and industrial property within the UK. The Directors will look to purchase assets significantly undervalued by the current market.

The Company's investment criteria will be as follows:

-- property investments which provide a stable, predictable and low risk income stream, with opportunities to enhance value through active management;

-- development or redevelopment opportunities where they can be pre-let to businesses with strong rental covenants, or in order to protect, enhance or extract additional value from existing investments;

   --     distressed property investments where opportunities arise as markets recover; 

-- investment whereby an injection of new finances or specialist management, the Company can enhance the prospects and therefore the future value of the investment;

-- investments where the Company is able to benefit from the Director's existing network of contacts; and

   --     the potential to deliver significant returns for the Company. 

Investments outside the above criteria will only be made where risk adjusted returns to Shareholders are satisfactory and the Company has the reserves necessary to extract an above-market return from the investments.

Moreover, the criteria set out above are not intended to be exhaustive and the Directors may make an investment which does not fulfil all of the investment criteria if they believe it is in the best interests of Shareholders as a whole.

The Board believe that their experience will assist the Company in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The Company will also consider appointing additional directors with relevant experience if required.

Where the Company builds a portfolio of investments it is possible that there may be cross holdings between such assets and, as investments are made and new investment opportunities arise, further funding of the Company may also be required. The Company does not currently intend to fund any investments with debt or other borrowings but may do so in future, if appropriate. The Board may also offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash or working capital and as a reserve against unforeseen contingencies including, for example, delays in collecting accounts receivable, unexpected changes in the economic environment and operational problems.

Key performance indicators

The key performance indicators are set out below:

 
                                                    31 December    31 December 
                                                           2014           2013 
--------------------------------------------------  -----------  ------------- 
Gross financial assets - investments and cash        GBP106,000  GBP12,337,000 
Profit/(loss) per share - fully diluted per share      (20.77)p        (0.35)p 
 
 

Key risks and uncertainties

Currently the principal risk is that the Company is unable to find sufficient suitable investments to ensure compliance with the requirements of its listing on AIM.

Dividends

The Directors do not recommend payment of a dividend for the year (2013 - nil). The loss is transferred to reserves.

Directors and Directors' interests

The Directors who served during the year and their interests in the Ordinary Shares in the Company are as follows:

 
                                         Ordinary shares    Ordinary shares 
                                             held at            held at 
                                         31 December 2014     31 December 
                                                                  2013 
 Li Yuanqing **(resigned 29.09.2014)       15,000,000         15,000,000 
 Mark Chapman (resigned 05.03.2015)            117,632            117,632 
 Yuan Meirong (resigned 29.09.2014)         4,725,737          4,725,737 
 Roberto Lima (resigned 09.01.2015)                    -                 - 
 Hao Qiang (resigned 09.01.2015)              500,000            500,000 
 
 

After the year end Gregory Collier and Stuart Black were appointed as Chairman and Executive Director, respectively.

**as owner of a 37.83% shareholding in Proud Style Limited and 500,000 shares included above held through Pershing Nominees Limited.

Other significant shareholdings

As on 24 June 2015 the company had been notified of the following interests in its ordinary shares which represent 3% or more of the issued share capital of the company other than directors interests which is disclosed above.

 
                                     Number of shares     % 
 
 Beaufort Nominees Limited              56,118,139      25.29 
 Qihang Equipment Company Limited       51,325,737      23.13 
 Wonder Employee Capital Limited        30,266,344      13.64 
 Jim Nominees Limited                   28,304,592      12.75 
 Phillip McGinlay                       24,500,000      11.04 
 Beaufort Nominees Limited              11,494,252      5.18 
 Panmure Gordon (UK) Limited             9,961,849      4.49 
 

Share capital

Details of issues of Ordinary Share capital during the year are set out in note 13.

Financial instruments and other risks

Details of the use of financial instruments by the Company and its subsidiary undertakings are contained in note 16 of the financial statements.

Details of risks and uncertainties that affect the Group's business are given in the Strategic Report.

Going Concern

The financial statements have been prepared on a going concern basis.

Following the year end the Company disposed of its trading subsidiary and has changed its principal activity.

At the year end the company had net liabilities of GBP221,000, but following the year end raised funds through the issue of shares. Please see the subsequent event note 19 for details of the new share issues.

Based on the current forecast, the Company is likely to need additional funds within twelve months of the date of approval of this Annual Report in order to maintain its proposed work programme and levels of expenditure. The ability of the Company to raise additional funds is dependent upon investor appetite.

STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED 31 DECEMBER 2014

 
                                       Note       2014      2013 
                                               GBP'000   GBP'000 
 
 Administration expenses                  6      (257)     (207) 
 
 Exceptional item                         5   (11,806)         - 
 
 
 Loss on operations before taxation           (12,063)     (207) 
 
 Investment income                                   -         1 
 
 Loss before taxation                         (12,063)     (206) 
 
 
 Loss for the year                            (12,063)     (206) 
 
 
 Loss per share (pence) 
 
 Basic and diluted loss per share        12   (20.77p)   (0.35p) 
 
 
 
 

No separate statement of comprehensive income is provided as all income and expenditure is disclosed above.

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2014

 
                                                      2014                    2013 
                                 Note              GBP'000                 GBP'000 
 Non current assets 
 Investment in subsidiaries        11                    -                  12,294 
 
                                                         -                  12,294 
 
 Current assets 
 Other receivables                  8                    2                      25 
 Cash and cash equivalents          9                  106                      43 
 
                                                       108                      68 
 
 Total assets 
                                                       108                  12,362 
 
 Equity and reserves 
 Called-up share capital           13                1,501                   1,451 
 Share premium account                               8,260                   8,260 
 Loan note equity reserve                               11                       - 
 Profit and loss account                           (9,993)                   2,070 
 
 
 Total equity                                        (221)                  11,781 
 
 
 Non-current liabilities 
 Convertible loan notes            14                   39                       - 
 
                                                        39                       - 
 Current liabilities 
 Trade and other payables          10                  290                     581 
 
 
 Total liabilities                                     329                     581 
 
 
 Total equity and liabilities                          108                  12,362 
 
 
 
 

The financial statements were approved by the board of directors and authorised for issue on 29 June 2015 and signed on its behalf by:

G Collier

Director

STATEMENT OF CHANGES IN EQUITY

YEAR ENDED 31 DECEMBER 2014

 
                                                                 Retained       Loan Note 
                               Share Capital     Share Premium    Earnings    Equity Reserve 
                                                                  Account                        Total 
                                 GBP'000           GBP'000        GBP'000        GBP'000       GBP'000 
 
 At 1 January 2013                1,451             8,260          2,276                   -     11,987 
 
 Total comprehensive loss 
  for the year                             -                 -       (206)                 -      (206) 
 
 
 At 31 December 2013                   1,451             8,260       2,070                 -     11,781 
 
 Issue of share capital                   50                 -           -                 -         50 
 Convertible loan note                     -                 -           -                11         11 
 Total comprehensive loss 
  for the year                             -                 -    (12,063)                 -   (12,063) 
 
 
   At 31 December 2014                 1,501             8,260     (9,993)                11      (221) 
 
 
 

CASH FLOW STATEMENT

YEAR ENDED 31 DECEMBER 2014

 
                                                                Year ended     Year ended 
                                                               31 December    31 December 
                                                       Note           2014           2013 
                                                                  GBP'000s       GBP'000s 
 Cash flows from operating activities 
 Loss before taxation                                             (12,063)          (206) 
 Decrease/(increase) in trade and other receivables       8            (2)              - 
 (Decrease)/increase in trade and other payables         10            196              7 
 Exceptional item                                         5         11,806              - 
 Foreign exchange loss                                    6             26 
 
 Net cash inflow/(outflow) from operating 
  activities                                                          (37)          (199) 
 
 Cash flows from investing activities 
 Finance income                                                          -              1 
 
 
 Net cash used in investing activities                                   -              1 
 
 
 Cash flows from financing activities 
 Proceeds from issue of ordinary shares                  13             50              - 
 Proceeds from issue of loan notes                       14             50              - 
 
 
 Net cash inflow from financing activities                             100              - 
 
 
 Net increase/(decrease) in cash and cash 
  equivalents                                                           63          (198) 
 Cash and cash equivalents at beginning of 
  year                                                    9             43            241 
 
 
 Cash and cash equivalents at end of year                 9            106             43 
 
 
 

NOTES TO THE COMPANY'S FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2014

   1.         General information 

Eastbridge Investments Plc is a company incorporated in Jersey under the Companies (Jersey) Law 1991. The nature of the Company's operation and its principal activities are set out in the Directors' Report.

The principal activity of the company is that of an investing company.

These financial statements are rounded to the nearest thousand ('000).

   2.         Accounting policies 

Basic of preparation and statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards and Interpretation in force ("IFRSs"), as adopted by European Union, in accordance with the provision of the Companies (Jersey) Law 1991, and the AIM Rules.

The Company has adopted all relevant standards effective for accounting periods beginning on or after 1 January 2014 with the exception of IFRS 10 Consolidated Financial Statements. Win Yu International Investments Company Limited ("WYIC") and Jiangsu Qihang CNC Machinery Tools Co., Ltd ("JSQH") were subsidiary undertakings of the Company from July 2011 until their disposal on 9 January 2015. Following their disposal the Company has been unable to obtain access to the accounting records for these subsidiary undertakings for the year ended 31 December 2014. This represents a severe long-term restriction which hinders the exercise of the rights of the parent company over the assets or management of that undertaking and as a result both WYIC and JSQH have been excluded from the consolidation. As these companies were the only subsidiaries, Group accounts have not been prepared and the accounts presented herein, both for the current period and the comparative period, represent those of the Company only.

Standards and interpretations in issue but not yet effective or not yet relevant

At the date of authorisation of these financial statements the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

 
                                                                            Effective date (period 
                                                                            beginning on or after) 
 IFRS 2,3,8,     Amendments resulting from Annual Improvements            1 February 2015, earlier 
  IAS 16,24,38    2010-2012 cycle                                            adoption is permitted 
 IFRS 3,13,      Amendments resulting from Annual Improvements   1 January 2015, early application 
  IAS 40          2011-2013 cycle                                                     is permitted 
 IFRS 5,7,       Amendments resulting from September                                1 January 2016 
  IAS 19,34       2014 Annual improvements to IFRSs 
 IFRS 7          Deferral of mandatory effective date                               1 January 2015 
                  of IFRS 9 and amendments to transition 
                  disclosures 
 IFRS 9          Deferral of mandatory effective date                               1 January 2015 
                  of IFRS 9 and amendments to transition 
                  disclosures 
 IFRS 9          Finalised version, incorporating requirements                      1 January 2018 
                  for classification and measurement, 
                  impairment, general hedge accounting 
                  and de-recognition 
 IFRS 10         Amendments regarding the sale or contribution                      1 January 2016 
                  of assets between an investor and 
                  its associate or joint venture 
 IFRS 10         Amendments regarding the application                               1 January 2016 
                  of the consolidation exception 
 
 IFRS 11         Amendments regarding the accounting                                1 January 2016 
                  for acquisitions of an interest in 
                  joint operation 
 IFRS 12         Amendments regarding the application                               1 January 2016 
                  of the consolidation exception 
 IAS 1           Amendments resulting from the disclosure                           1 January 2016 
                  initiative 
 

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the Company's financial statements.

Segmental reporting

The Company does not have separately identifiable business or geographical segments which are material to disclose.

Revenue recognition

All revenue is stated net of the amount of sales tax. Currently the Company does not generate any revenue.

Presentational and functional currency

This financial information is presented in pounds sterling, which is the Company's functional currency.

Financial assets

Financial assets comprise investments, cash and cash equivalents and receivables. Unless otherwise indicated, the carrying amounts of the Company's financial assets are a reasonable approximation of their fair values.

Trade and other receivables

Provision for impairment of trade receivables is made when there is objective evidence that the Company will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is the difference between the receivables carrying amount and the present value of the estimated future cash flows.

An assessment for impairment is undertaken at least annually.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to insignificant risk of changes in value.

Financial liabilities

Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial liabilities comprise only trade and other payables.

All financial liabilities are recorded at amortised cost, using the effective interest method, with interest-related charges being recognised as an expense under finance costs in the Income Statement.

A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged, is cancelled, or expires.

Finance costs

Finance costs of debt, including premiums payable on settlement and direct issue costs are charged to the income statement on an accruals basis over the term of the instrument, using the effective interest method.

The taxation charge represents the sum of current tax and deferred tax.

Income taxation

The tax payable is based on the taxable profit for the period using the tax rates that have been enacted or substantially enacted by the balance sheet date. Taxable profit differs from the net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

Deferred taxation

Deferred tax is recognised, using the liability method, in respect of temporary differences between the carrying amount of the Company's assets and liabilities and their tax base. Deferred tax liabilities are offset against deferred tax assets within the same taxable entity. Any remaining deferred tax asset is recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits in the foreseeable future against which the deductible temporary difference can be utilised. Deferred tax is determined using tax rates that are expected to apply in the periods in which the asset is realised or liability settled, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is recognised in the income statement, except when the tax relates to items charged or credited directly in equity, in which case the tax is also recognised in equity.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as deduction, net of tax, from the proceeds.

Investment in subsidiaries

Non-current asset investments in subsidiary undertakings held by the company (see note 11) are shown at cost less provision for impairment. The cost of acquisition includes directly attributable professional fees and other expenses connected with the acquisition. In addition, investment in subsidiaries includes long term loans made to the subsidiaries where recovery of the loan is not probable.

Impairment

The carrying amounts of non-current assets are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. If there are indicators of impairment, an exercise is undertaken to determine whether the carrying values are in excess of their recoverable amount. Such a review is undertaken on an asset by asset basis, except where such assets do not generate cash flows independent of other assets, in which case the review is undertaken at the cash generating unit level.

If the carrying amount of an asset or its cash generating unit exceeds the recoverable amount, a provision is recorded to reflect the asset or cash generating unit at the lower amount.

Foreign currency

Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which it operates (the "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the balance sheet date and the gains and losses on translation are included in the statement of profit or loss.

Critical accounting estimates and areas of judgement

The Company makes estimates and assumptions concerning the future, which by definition will seldom result in actual results that match the accounting estimate. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are those in relation to investments.

Investments

The company performs an impairment review on its subsidiary undertakings. Due to the lack of financial information available for the subsidiary undertakings they have been impaired in full.

   3.         Going concern 

At the year end the company had net liabilities of GBP221,000, but following the year end raised funds through the issue of shares. Please see the subsequent event note 19 for details of the new share issues.

Based on the current forecast, the Group is likely to need additional funds within twelve months of the date of approval of this Annual Report in order to maintain its proposed work programme and levels of expenditure. The ability of the Group to raise additional funds is dependent upon investor appetite.

   4.         Staff costs 
 
                                     2014                 2013 
                                  GBP'000              GBP'000 
 
 Wages and salaries                    49                   74 
 
                                       49                   74 
 
 

The average number of employees and directors during the year was as follows:

 
                   2014   2013 
 Administration       6      7 
 
 

Directors' remuneration

The aggregate directors' emoluments, including compensation for loss of office, in the year were:

 
                  2014      2013 
               GBP'000   GBP'000 
 Emoluments         38        74 
 
                    38        74 
 
 

The highest paid director received remuneration of GBP10,337 (2013: GBP20,674).

   5.         Exceptional item 

During the year the Company fully impaired its investment in a subsidiary. Please see note 11 for movement in investments in the year.

 
                                                 2014                      2013 
                                              GBP'000                   GBP'000 
 
 Impairment of investment                    (12,294)                         - 
 Provision against intra group payables           515                         - 
 Provision against intra group receivables       (27)                         - 
 
                                             (11,806)                         - 
 
 
 
   6.         Administrative expenses 
 
                             2014                       2013 
                          GBP'000                    GBP'000 
 
 Staff costs                   49                         74 
 Other expenses               182                        133 
 Foreign exchange loss         26                          - 
 
                              257                        207 
 
 
   7.         Auditors' remuneration 
 
                  2014      2013 
               GBP'000   GBP'000 
 Audit fees         26        30 
 
 
   8.         Trade and other receivables 
 
                         2014      2013 
 Current              GBP'000   GBP'000 
 Other receivables          -        25 
 Prepayments                2         - 
 
                            2        25 
 
 
 
   9.         Cash and cash equivalents 

Cash and cash equivalents include the following for the purposes of the cash flow statement:

 
                                2014      2013 
                             GBP'000   GBP'000 
 
 Cash at bank and in hand        106        43 
 
 
 
   10.        Trade and other payables 
 
                                             2014      2013 
                                          GBP'000   GBP'000 
 
 Trade and other payables                     218         - 
 Social security costs and other taxes          -        99 
 Accruals and deferred income                  34       123 
 Other payables                                38       359 
 
                                              290       581 
 
 
 
   11.        Investment in subsidiary 
 
                                 2014      2013 
                              GBP'000   GBP'000 
 
 At 1 January                  12,294    12,294 
 Impairment of investment    (12,294)         - 
 
                                    -    12,294 
 
 
   12.        Earnings per share 
 
 The basic loss per share is calculated by dividing the loss attributable 
  to equity shareholders by the weighted average number of shares in issue. 
 
  The loss attributable to equity shareholders and weighted average number 
  of ordinary shares for the purposes of calculating diluted earnings per 
  ordinary share are identical to those used for basic earnings per ordinary 
  share. This is because the exercise of warrants would have the effect 
  of reducing the loss per ordinary share and is therefore anti-dilutive. 
                                                              2014           2013 
                                                               GBP            GBP 
 
 Net loss for the year attributable 
  to ordinary shareholders                            (12,063,000)      (205,889) 
 
 
 Weighted average number of shares in 
  issue                                                 58,080,099     58,036,263 
 
 
 Basic and diluted loss per share                           (0.21)        (0.004) 
 
 
   13.        Share capital 
 
                                       2014         2013 
                                         No           No 
 Issued and fully paid 
 Ordinary shares of 2.5p each    60,036,263   58,036,263 
 
 
                                       2014         2013 
                                        GBP          GBP 
 
 Ordinary shares of 2.5p each     1,500,907    1,450,907 
 
                                  1,500,907    1,450,907 
 
 
 

On 23 December 2014 the company issued 2,000,000 new ordinary shares of 2.5p each at par.

   14.        Convertible loan notes 
 
                            2014      2013 
                         GBP'000   GBP'000 
 
 Convertible loan note        39         - 
 
 

In 2014, the Company entered into a convertible loan note agreement for GBP50,000 which was fully drawn down by 31 December 2014. The interest rate on the loan is 10% per annum. The loan matures two years from the issue date at their nominal value. The Loan Note Holder can convert their loan, and accrued interest, into shares at 0.177 pence per share. The Company has the right to repay the loan at any time up to the maturity date. The values of the liability component and the equity conversion component were determined at issuance of the loan.

   14.        Convertible loan notes (continued) 

The convertible loan recognised in the balance sheet is calculated as follows:

 
                                                        2014      2013 
                                                     GBP'000   GBP'000 
 
 Nominal value of convertible loan note issued            50         - 
 Equity component                                       (11)         - 
 
 Liability component on initial recognition and at        39         - 
  31 December 2014 
 
 
 
   15.        Capital management policy 

The Company's policy on capital management is to maintain a low level of gearing. The company funds its operation through equity funding.

The Company defines the capital it manages as equity shareholders' funds less cash and cash equivalents.

The Company's objectives when managing its capital are:

                 --     To safeguard the company's ability to continue as a going concern. 
                 --     To provide adequate resources to fund its principle activities with a view to providing returns to its investors. 
                 --     To maintain sufficient financial resources to mitigate against risk and unforeseen events. 

The company's cash reserves are reported to the board and closely monitored against the planned work program and annual budget. Where additional cash resources are required the following factors are taken into account

                 --     The size and nature of the requirement. 
                 --     Preferred sources of finance. 
                 --     Market conditions. 
                 --     Opportunities to collaborate with third parties to reduce the cash requirement. 
   16.        Financial instruments 

The Board of Directors determine, as required, the degree to which it is appropriate to use financial instruments to mitigate risks with the main risk affecting such instruments being foreign exchange risk, which is discussed below.

 
Categories of financial instruments                   2014     2013 
Financial assets                                   GBP'000  GBP'000 
Receivables at amortised cost including cash and 
 cash equivalents: 
Cash and cash equivalents                              106       43 
Other receivables                                        -       25 
                                                   -------  ------- 
Total                                                  106       68 
                                                   -------  ------- 
 
 
  Financial liabilities                               2014     2013 
Financial liabilities at amortised cost            GBP'000  GBP'000 
Trade and other payables                               218        - 
 
Net                                                    218        - 
                                                   -------  ------- 
 

Cash and cash equivalents

This comprises cash held by the Company and short-term deposits. The carrying amount of these assets approximates to their fair value.

General risk management principles

The Directors have an overall responsibility for the establishment of the Company's risk management framework. A formal risk assessment and management framework for assessing, monitoring and managing the strategic operational and financial risks of the Company's is in place to ensure appropriate risk management of its operations.

The following represent the key financial risks that the Company faces:

Interest rate risk

The Company is not exposed to significant interest rate risks as it does not have any interest bearing liabilities and its only interest-bearing asset is cash invested on a short-term basis which attract interest at the banks variable rate.

Credit risk

Credit risk is the risk that the counterparty will default on its contractual obligations, resulting in financial loss. Credit risk arises from cash and cash equivalents and credit exposures on outstanding receivables and committed transactions.

There were no amounts past due at the balance sheet date.

The maximum exposure to credit risk in respect of the above at 31 December 2014 is the carrying value of financial assets recorded in the financial statements.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as and when they fall due.

Liquidity risk is managed through an assessment of short, medium and long-term cash flow forecasts to ensure the adequacy of working capital.

The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To ensure this aim, it seeks to maintain cash balances to meet expected requirements for a period of one year.

Fair value of financial assets and liabilities

The directors consider that there is no significant difference between the book value and fair value of the Company's financial assets and liabilities.

   17.        Reserves 

The following describes the nature and purpose of each reserve:

 
 Share Capital       represents the nominal value of equity 
                      shares 
 Share Premium       amount subscribed for share capital in 
                      excess of the nominal value 
 Retained Earnings   cumulative net gains and losses less distributions 
                      made 
 
   18.        Related Party Transactions 

As disclosed in note 5, a provision has been made against amounts receivable from and payable to Jiangsu Qihang CNC Machinery Tools Co., Ltd.

   19.        Events after the reporting date 

On 9 January 2015 the general meeting approved the disposal of the Company's operating business, the sub-division of each Ordinary Share into 1 ordinary share of 0.01p each ("New Ordinary Shares") and 1 deferred share of 2.49p each ("Deferred Shares"). The consideration for the disposal was the return of 51,325,737 New Ordinary Shares to the Company by the original owners of the Company's operating businesses and these shares are held in treasury.

On 23 January 2015 a placing of 78,071,429 New Ordinary Shares and issue of convertible loan notes amounting to, in aggregate, GBP225,000 was announced along with the conversion of existing convertible loan notes and corporate debt into a total of 58,532,688 New Ordinary Shares.

On 5(th) March 2015 the general meeting approved the adoption of new Memorandum and Articles of Association for the company and the removal of par value of our shares (under Jersey Law this is an entitlement). Full details of the changes are available on our website.

On 15 May 2015 the Company raised a total of GBP100,000 through the issue of 11,494,252 new ordinary shares of no par value at a price of 0.87p per share.

On 12 June 2015 the Company raised a total of GBP120,000 through the issue of 13,793,103 new ordinary shares of no par value at a price of 0.87p per share.

For further additional information please contact:

 
 Eastbridge Investments Plc              Tel: +44 (0)78 301 
  Gregory Collier                         82501 
 Nominated Adviser                       Tel: +44 (0)20 7382 
  Northland Capital Partners Limited      1100 
  William Vandyk / Matthew Johnson 
 Sole Broker                             Tel: +44 (0)20 7469 
  Peterhouse Corporate Finance Limited    0930 
  Fungai Ndoro/Lucy Williams 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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