TIDMEBIV
RNS Number : 7552C
Eastbridge Investments PLC
30 June 2016
30 June 2016
Eastbridge Investments Plc
Preliminary Results for the year ended 31 December 2015
Eastbridge Investments Plc ("Eastbridge" or "Company") is
pleased to present its results for the year ended 31 December
2015.
Results and Review of Business
The loss for the period was GBP432,000 (2014: restated loss
GBP12,188,000) representing a loss per share of 0.24p (2014: Loss
20.30p).
On 9 January 2015, the Company held a general meeting at which
the disposal of its former business and adoption of a new investing
policy was approved by shareholders. The Company successfully
raised over GBP400,000 through the issue of new equity to investors
in order to progress its investing policy and identified a number
of potential investment targets. However, it became apparent to the
Directors that the likelihood of obtaining the additional financing
required to complete any of these investments, for which
approximately another GBP600,000 was needed was unlikely.
On the 30(th) October 2015, in light of the increasing
difficulty in securing additional investment to enact the Company's
existing investing policy, and in order to best generate returns,
the Directors proposed and shareholders approved a new investing
policy focussed on asset backed or insured equity and debt
instruments which make regular cash payments, principally those
used to fund retail finance in the form of secured and unsecured
personal loans from the issuers of the securities being acquired.
The Directors believed that this opportunity presented shareholders
with a better chance of a return on their investment in the Company
than the existing policy and thus adopted it. Following the general
meeting, a placing raised GBP500,000 and these funds were invested
in the Tranche B Helix Securitisation Fund, which yield 9.85% per
annum. We were unable to conclude any further fund raising within
the period.
Outlook
Under the AIM Rules for Companies, an investing company such as
Eastbridge is required to either have fulfilled its investing
policy or carried out a reverse acquisition within 12 months of the
date upon which it became an investing company. Given the limited
financial resources available to Eastbridge, the majority of which
have been invested, the Company was not considered to have
fulfilled its investing policy and it had not yet completed a
reverse acquisition by the anniversary date. Pursuant to AIM Rule
15, shares in the Company were suspended from trading on 11(th)
January 2016. At the same time we announced that we had agreed
terms for the acquisition of Privilege Wealth Plc ("Privilege").
The acquisition of Privilege would constitute a reverse transaction
under the AIM Rules for Companies and would be subject to approval
by Eastbridge's shareholders in general meeting. Further to the
completion of Heads of Agreement on 8 January 2016, negotiation and
due diligence regarding the reverse acquisition of Privilege were
ongoing and the Company made every effort to conclude the
acquisition. However the complexities of the deal within the
limited time window proved insurmountable and the board
concurrently sought other possibilities to generate shareholder
value.
On the 21 June 2016, the Company announced that it has now
received an alternative proposal regarding the future of the
Company. In light of the limited progress that has been made in
respect of the acquisition of Privilege and the short time
remaining until the Company is liable to be cancelled from trading
on AIM, the directors have agreed with the owners of Privilege that
following passing of the resolutions at the general meeting held on
24 June, 2016, negotiations with Privilege regarding the potential
reverse transaction are terminated and that the Company is pursuing
the alternative proposal. On the same day the outstanding warrants
and warrant issuance programme with Peterhouse Corporate Finance
and Helix Investment Management SLP were cancelled. As compensation
for the cancellation of the 8.5 billion warrants subscribing for
ordinary shares in Eastbridge previously held by Helix, they will
receive a fee of GBP30,000. This fee will be settled from the fixed
coupon due to the Company in respect of the GBP500,000 Tranche B
Helix Securitisation Fund notes ("Helix Notes") acquired on 2
December 2015, which yield 9.85% per annum. In addition, Eastbridge
has agreed that henceforth any coupon payment received in respect
of the Helix Notes (over and above the aforementioned GBP30,000)
will be reinvested in new further notes issued under the same
programme. The Helix Notes are scheduled to be redeemed on 30 June
2020 but, as a result of these arrangements, until such time as
redemption takes place the Company will not receive any cash
distribution in respect of its holding.
Under the new terms being offered the Company will receive, upon
shareholder approval to the revised investing policy, approximately
GBP3.17 million of new investment which will be immediately
deployed towards fulfilment of that revised investing policy. The
funds will be invested in a range of low-risk equity and debt
instruments issued by banks and other financial service providers
that produce regular cashflow and this will be used as the
cornerstone of the Company's investment portfolio. It is the
current intention that further funds will be raised later in the
year to add to the portfolio.
Presuming that the new investing policy is adopted at the
general meeting on 6 July 2016, the placing completed and a range
of new investments acquired the Company will apply to AIM
Regulation for confirmation that, by holding approximately GBP3.6
million of securities spread across a range of issuers in
accordance with its investing policy, it has satisfied its
investing policy and thus trading in its ordinary shares, on AIM
should resume.
I would like to thank shareholders for their continued
patience.
Gregory Collier
Chairman
The directors present their strategic report for the year ended
31 December 2015.
Principal activity
In 2014, the principal activity of the company was that of an
investing holding company for a group involved in the manufacture
of lathes and machinery tools.
In October 2015 the company changed its principal business
activity to be an investment company involved in asset backed or
insured debt instruments which make regular cash payments,
principally those offered to retail consumers in the form of
secured and unsecured personal loans.
It has been classified as an Investing Company under AIM Rule
15.
Key performance indicators
The key performance indicators are set out below:
31 December 31 December
2015 2014
-------------------------- ------------ ------------
Total assets GBP729,000 GBP106,000
Net asset value per share 0.14p (0.08)p
Closing share price 0.38p 5.5p
Market capitalisation GBP1,623,000 GBP3,302,000
-------------------------- ------------ ------------
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.
Going Concern
As disclosed in the Chairman's statement, the Company plans to
proceed with its new investment proposal which would provide
sufficient funds to enable the Company to continue its operation
and facilitate further investments for the foreseeable future. The
Directors' new investment proposal is, however, subject regulation
prescribed by AIM Rules on agreeing the company meeting its
Investing Policy. If it is not possible for the Directors to
realise their plans, over which there is significant uncertainty,
the carrying value of the assets of the Company is likely to be
impaired.
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.
Dividends
The Directors do not recommend payment of a dividend for the
year (2014: GBPnil). 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 Ordinary
shares of shares of
0.01p held 0.01p held
at at
31 December 31 December
2015 2014
---------------------------------------- ------------- -------------
Mark Chapman (resigned 05.03.2015) 117,632 117,632
Roberto Lima (resigned 09.01.2015) - -
Hao Qiang (resigned 09.01.2015) 500,000 500,000
Gregory Collier (appointed 09.01.2015) - -
Stuart Black (appointed 05.03.2015, - -
resigned 29.07.2015)
Andrew Oswald (appointed 29.07.15) - -
Steven Hodgetts (appointed 30.10.15, - -
resigned 24.06.2016)
Other significant shareholdings
As on 19(th) June 2016 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 178,901,640 41.88
Philip McGinlay 80,142,857 18.76
Paul Segal 55,225,737 12.93
Wonder Employee Capital Limited 30,266,344 7.08
Share capital
Details of issues of Ordinary Share capital during the year are
set out in note 14.
Financial instruments and other risks
Details of the use of financial instruments by the Company are
contained in note 16 of the financial statements.
Details of risks and uncertainties that affect the Company's
business are given in the Strategic Report.
STATEMENT OF COMPREHENSIVE INCOME
YEARED 31 DECEMBER 2015
Note Restated
2015 2014
GBP'000 GBP'000
Administrative expenses 6 (440) (257)
Exceptional item 5 - (11,931)
Loss on operating activities (440) (12,188)
Finance income 8 -
Loss before taxation (432) (12,188)
Loss for the year (432) (12,188)
Loss per share (pence)
Basic and diluted loss per share 13 (0.24p) (20.30p)
No separate statement of comprehensive income is provided as all
income and expenditure is disclosed above.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2015
Restated
2015 2014
Note GBP'000 GBP'000
Non-current assets
Investments - available
for sale 8 615 -
615 -
Current assets
Other receivables 9 2 2
Cash and cash equivalents 10 112 106
114 108
Total assets
729 108
Equity and reserves
Called-up share capital 14 1,495 1,501
Share premium account 9,566 8,260
Share-based payment reserve 107 -
Loan note equity reserve - 11
Profit and loss account (10,550) (10,118)
Total equity 618 (346)
Non-current liabilities
Convertible loan notes 15 - 39
- 39
Current liabilities
Trade and other payables 11 111 415
Total liabilities 111 454
Total equity and liabilities 729 108
The financial statements were approved by the board of directors
and authorised for issue on 29 June 2016 and signed on its behalf
by:
Gregory Collier
Chairman
STATEMENT OF CHANGES IN EQUITY
YEARED 31 DECEMBER 2015
Restated Loan Note Share-based
Share Share Retained Equity payment
Capital Premium Earnings Reserve reserve Total
Account
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 January
2014 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 - - (12,188) - - (12,188)
At 31 December
2014 1,501 8,260 (10,118) 11 - (346)
Issue of share
capital 27 - - - - 27
Share premium - 1,273 - - - 1,273
Convertible
loan note - - - (11) - (11)
Share-based
payment equity - - - - 107 107
Transfer of
shares to no
par value (33) 33 - - - -
Total comprehensive
loss for the
year - - (432) - - (432)
At 31 December
2015 1,495 9,566 (10,550) - 107 618
========== ========== ========== ========== ============ =========
CASH FLOW STATEMENT
YEARED 31 DECEMBER 2015
Restated
Year ended Year ended
31 December 31 December
2015 2014
GBP'000 GBP'000
Cash flows from operating activities
Loss on operating activities (440) (12,188)
Decrease/(increase) in trade and
other receivables - (2)
(Decrease)/increase in trade and
other payables (189) 321
Exceptional item - 11,806
Foreign exchange loss - 26
Net cash inflow/(outflow) from
operating activities (629) (37)
Cash flows from investing activities
Purchase of investments (500) -
Net cash used in investing activities (500) -
Cash flows from financing activities
Proceeds from issue of ordinary
shares 1,020 50
Proceeds from loan 115 50
Net cash inflow from financing
activities 1,135 100
Net increase/(decrease) in cash
and cash equivalents 6 63
Cash and cash equivalents at beginning
of year 106 43
Cash and cash equivalents at end
of year 112 106
NOTES TO THE COMPANY'S FINANCIAL STATEMENTS
YEARED 31 DECEMBER 2015
1. General information
Eastbridge Investments Plc is a company incorporated in Jersey
under the Companies (Jersey) Law 1991. The address of the
registered office is given on page 1.
The principal activity of the company is that of an investment
company.
These financial statements are rounded to the nearest thousand
('000).
2. Accounting policies
Basis of preparation
These financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRSs"), as adopted
by European Union, IFRIC Interpretations and in accordance with
those parts of the Companies (Jersey) Law 1991, applicable to
companies reporting under IFRS.
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. The disposal of the subsidiary companies was put
through the 2014 accounts and were reflected under discontinued
activities. 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.
The comparative figures in the income statement and statement of
financial position for the year ended 31 December 2014 have been
restated to include an amount of GBP125,000 due to Wonder Employee
Capital Limited at 31 December 2014 which was settled by the issue
of 30,266,344 shares at 0.413p per share in January 2015.
Going concern
At the year end the company had net assets of GBP618,000 (2014:
net liabilities GBP346,000) with cash at bank of GBP112,000 (2014:
GBP106,000). 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.
Since the year end, the directors have sourced an investment
proposal which they believe meets the Investment criteria as
prescribed by the AIM rules. However this proposal is subject to
both shareholder and approval from the AIM regulation team.
For this reason, the Directors continue to adopt the going
concern basis in preparing the financial statements. Whilst there
are inherent uncertainties in relation to future events, and
therefore no certainty over the outcome of the matters described,
the Directors consider that, based upon financial projections and
dependent on the success of their efforts to complete these
activities, the Company will be a going concern for the next twelve
months. If it is not possible for the Directors to realise their
plans, over which there is significant uncertainty, the carrying
value of the assets of the Company is likely to be impaired.
Statement of Compliance
The following new and revised Standards and Interpretations have
been adopted in the current period by the Company for the first
time and do not have a material impact on the Company.
IFRS 10 Consolidated financial
statements
IFRS 12 Disclosures of interests
in other entities
A number of new standards and amendments to standards and
interpretations have been issued but are not yet effective and not
early adopted. None of these are expected to have a significant
effect on the financial statements of the Company.
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.
Investments available for sale
Available for sale investments are recognised on a trade date
where a purchase of an investment takes place.
Investments are measured at fair value in the balance sheet with
finance income recognised in the Statement of Comprehensive Income
on an effective interest rate basis.
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.
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 by the Company 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.
3. Staff costs
2015 2014
GBP'000 GBP'000
----------------------- --------
Wages and salaries 107 49
----------------------- --------
The average number of employees and directors during the year
was as follows:
2015 2014
----- -----
Administration 2 6
----- -----
4. Directors' remuneration
The aggregate directors' emoluments, including compensation for
loss of office, in the year were:
2015 2014
GBP'000 GBP'000
-------- --------
Emoluments 107 38
-------- --------
The highest paid director received remuneration of GBP50,664
(2014: GBP10,337).
5. Exceptional item
During the year the Company fully impaired its investment in a
subsidiary. Please see note 12 for movement in investments in the
year.
2015 2014
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
2015 2014
GBP'000 GBP'000
-------- --------
Staff costs 107 49
Other expenses 333 182
Foreign exchange loss - 26
-------- --------
440 257
-------- --------
7. Auditors' remuneration
2015 2014
GBP GBP
----- -----
Audit fees 26 26
----- -----
8. Investments - available for sale
2015 2014
GBP'000 GBP'000
-------- --------
Cash consideration 500 -
Origination fee* 107 -
Effective interest 8 -
-------- --------
615 -
-------- --------
On 30 October 2015 the Company entered into an agreement with
Helix Investment Management SLP ("Helix") to originate securities,
to provide and secure access to allocations of securities to be
issued from time to time by Helix, and provide support to the
executive management of the Company.
* - On November 2015, the Company subscribed for 50 units of the
Tranche B Helix Securitisation Fund at an aggregate cost of
GBP500,000. The Tranche B Helix Securitisation Fund notes yield
9.85% per annum. Under the terms of the agreement, 10 warrants
representing 42,500,000 Warrant Shares in the Company were issued
to Helix, and this has been accounted for as an origination fee. At
the date of grant the warrants were valued using the Black-Scholes
option pricing model.
On 24 June 2016 all warrant programs and issued warrants were
cancelled by agreement with relevant parties. The Company has no
outstanding warrants.
The fair value per warrant share granted and the assumptions
used in the calculation were as follows:
Date of grant 10 November 2015
Share price at grant date GBP0.00375
Warrant exercise price GBP0.0030
Expected volatility 114.1%
Expected life 3 years
Risk-free interest rate 1.14%
Expected dividend yield 0%
Fair value per warrant GBP0.00253
9. Trade and other receivables
2015 2014
GBP'000 GBP'000
-------- --------
Current
Other receivables 2 2
-------- --------
10. Cash and cash equivalents
Cash and cash equivalents include the following for the purposes
of the cash flow statement:
2015 2014
GBP'000 GBP'000
-------- --------
Cash at bank and in hand 112 106
-------- --------
11. Trade and other payables
2015 2014
GBP'000 GBP'000
-------- --------
Trade and other payables 3 218
Accruals and deferred income 60 34
Other payables 48 163
-------- --------
111 415
-------- --------
12. Investment in subsidiary
2015 2014
GBP'000 GBP'000
--------- ---------
At 1 January - 12,294
Impairment of investment - (12,294)
--------- ---------
At 31 December - -
--------- ---------
On 23 December 2014 the Company agreed to dispose of its 100%
holding in Win Yu International Investments Limited. See Note 18
for further details.
13. Loss 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.
2015 2014
GBP GBP
------------ -------------
Net loss for the year attributable
to ordinary shareholders (432,000) (12,188,000)
------------ -------------
Weighted average number of shares in
issue 177,320,048 60,036,263
------------ -------------
Basic and diluted loss per share (0.0024) (0.2030)
------------ -------------
14. Share capital
2015 2014
No No
------------- -----------
Issued and fully paid
Ordinary shares of GBP0.025 each - 60,036,263
Ordinary shares of no par value 427,175,955 -
Deferred shares of GBP0.0249 each 60,036,263 -
2015 2014
GBP GBP
Ordinary shares of GBP0.025 each - 1,500,907
Ordinary shares of of no par value - -
Deferred shares of GBP0.0249 each 1,494,903 -
------------- -----------
1,494,903 1,500,907
On 9 January 2015 the Company undertook a share capital
sub-division whereby each existing ordinary share of GBP0.025 each
was subdivided into one new ordinary share of GBP0.0001 and one
deferred share of GBP0.0249.
On 23 January 2015 the Company raised GBP225,000 by way of an
issue of 78,071,429 new ordinary shares of GBP0.0001 each at 0.14p
per share, and the issue of GBP115,700 nominal value convertible
loan notes, exercisable at the Placing Price for 3 years from the
date of issue.
On this date, the Company also agreed to issue 28,266,344 new
ordinary shares to the holders of the GBP50,000 nominal value loan
notes announced on 23 December 2014 who have served a conversion
notice for their entire holding of convertible loan notes and a
further 30,266,344 ordinary shares to Wonder Employee Capital
Limited in full satisfaction of amounts owed to them, totalling
GBP125,000.
On 5 March 2015 the ordinary shares of 0.01p each were amended
to ordinary shares of no par value.
On 15 May 2015 the Company raised GBP100,000 by way of an 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 GBP120,000 by way of an issue
of 13,793,103 new ordinary shares of no par value at a price of
0.87p per share.
On 10 July 2015 the Company raised GBP100,000 by way of an issue
of 11,494,252 new ordinary shares of no par value at a price of
0.87p per share.
On 6 August 2015 the Company raised GBP100,000 by way of an
issue of 11,111,111 new ordinary shares of no par value at a price
of 0.90p per share.
On 18 November the Company issued 82,642,857 new ordinary shares
for settlement of the outstanding amount relating to the
Convertible Loan Note of GBP115,700 together with accrued interest
to date. See Note 15 for further details.
15. Convertible loan notes
2015 2014
GBP'000 GBP'000
--------- --------
Convertible loan note - 39
--------- --------
In January 2015, the Company entered into a convertible loan
note agreement for GBP115,700. The interest rate on the loan was
10% per annum.
On 18 November 2015, the loan notes were fully converted into
82,642,857 new ordinary shares of no par value.
The convertible loan recognised on inception were calculated as
follows:
2015 2014
GBP'000 GBP'000
-------- --------
Nominal value of convertible loan note
issued 116 50
Equity component (30) (11)
-------- --------
Liability component on initial recognition 86 39
-------- --------
16. Financial instruments
Capital Risk Management
The Company's objectives when managing capital are:
-- to safeguard the Company's ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
-- to support the Company's growth; and
-- to provide capital for the purpose of strengthening the Company's risk management capability
The Company actively and regularly reviews and manages its
capital structure to ensure an optimal capital structure and equity
holder returns, taking into consideration the future capital
requirements of the Company and capital efficiency, prevailing and
projected profitability, projected operating cash flows, projected
capital expenditures and projected strategic investment
opportunities. Management regards total equity as capital and
reserves, for capital management purposes.
Risk Management Objectives and Policies
The Company is exposed to a variety of financial risks which
result from both its operating and investing activities. The
Company's risk management is coordinated by the board of directors,
and focuses on actively securing the Company's short to medium term
cash flows by minimising the exposure to financial markets.
Market Price Risk
The Company's exposure to market price risk mainly arises from
potential movements in the fair value of its investments. The
Company manages this price risk within its long-term investment
strategy to manage a diversified exposure to the market. If each of
the Company's equity investments were to experience a rise or fall
of 10% in their fair value, this would result in the Company's net
asset value and statement of comprehensive income increasing or
decreasing by GBP61,500 ( 2014: GBPnil).
Foreign Currency Risk
The Company's exposure to foreign currencies is limited to its
investments which are quoted on overseas stock markets in
currencies other than Pounds Sterling and is not material.
Credit Risk
The Company's financial instruments, which are exposed to credit
risk, are considered to be mainly cash and cash equivalents and the
Company's receivables are not material. The credit risk for cash
and cash equivalents is not considered material since the
counterparties are reputable banks.
The Company's exposure to credit risk is limited to the carrying
amount of the financial assets recognised at the balance sheet
date, as summarised below:
2015 2014
GBP'000 GBP'000
--------- ---------
Cash and cash equivalents 112 106
Other receivables 2 2
--------- ---------
114 108
--------- ---------
Liquidity Risk
Liquidity risk is managed by means of ensuring sufficient cash
and cash equivalents are held to meet the Company's payment
obligations arising from administrative expenses.
Financial Instruments
The Company's financial instruments comprise borrowings, cash
and various items, such as trade receivables and trade payables
that arise directly from its operations. The main purpose of these
financial instruments is to raise finance for the Company's
operations.
The main risks arising from its financial instruments are
interest rate, liquidity, foreign currency and credit risk. The
board reviews and agrees policies for managing each of these risks
and they are summarised below together with a sensitivity analysis.
These policies have remained unchanged from previous years.
Interest rate risk
The Company finances its operations through a mixture of loans
and equity capital. Borrowings are generally at floating rates of
interest. The Company does not enter into any interest rate
derivative transactions to manage interest rate risk. The Company
had no interest bearing loans at the year-end or the prior period
end and hence no interest rate exposure.
Liquidity risk
The Company seeks to manage financial risk by ensuring liquidity
is available to meet foreseeable needs and by investing cash assets
safely and profitably.
As at 31 December 2015 the Company's liabilities have
contractual maturities which are summarised below:
31 December 2015 Current Non-current
Within 6 to 12 1 to 5 later than
6 months months years 5 years
GBP'000 GBP'000 GBP'000 GBP'000
--------- ------- ------- ----------
Convertible Loan note - - - -
Trade and other payables 111 - - -
--------- ------- ------- ----------
111 - - -
========= ======= ======= ==========
This compares to the maturity of the Company's financial
liabilities in the previous reporting period as follows:
31 December 2014 Current Non-current
Within 6 to 12 1 to 5 later than
6 months months years 5 years
GBP'000 GBP'000 GBP'000 GBP'000
--------- ------- ------- ----------
Convertible loan note - 39 - -
Trade and other payables 290 - - -
--------- ------- ------- ----------
290 39 - -
========= ======= ======= ==========
Credit risk
The Company's exposure to credit risk is limited to the carrying
amounts of financial assets recognised at the balance sheet date,
as follows:
2015 2014
GBP'000 GBP'000
------- --------------
Trade and other receivables 111 290
Cash and cash equivalents 112 106
------- --------------
223 396
======= ==============
The key management of the Company continuously monitor defaults
of customers and other counterparties, identified either
individually, or by group, and incorporates this information into
its credit controls. Where available at reasonable cost external
credit ratings and/or reports on customers and other counter
parties are obtained and used. The Company's policy is to deal only
with creditworthy counterparties.
The Company's management considers that all the above financial
assets that are not impaired for each of the reporting dates under
review are of good credit quality, including those that are past
due.
None of the Company's financial assets are secured by collateral
or other credit enhancements.
In respect of trade and other receivables, the Company is not
exposed to any significant credit risk exposure to any
counterparties having similar characteristics. The credit risk for
liquid funds and other short-term financial assets is considered
negligible, since the counterparties are reputable banks with high
quality external credit ratings.
Financial instruments measured at fair value
The Company adopted the amendments to IFRS 7 Improving
Disclosures about Financial Instruments effective from 1 January
2009. These amendments require the Company to present certain
information about financial instruments measured at fair value in
the statement of financial position specifically the fair value
hierarchy. The fair value hierarchy Company's financial assets and
liabilities into three levels based on the significance of inputs
used in
measuring the fair values of the financial assets and
liabilities. The fair value hierarchy has the following levels;
Level 1 - quoted prices (unadjusted) in active markets for
identical assets or liabilities; Level 2 - inputs other than quoted
prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices) and Level 3 - inputs for the asset or
liability that are not based on observable market data
(unobservable inputs). No financial assets or liabilities are
measured at fair value in the statement of financial position.
Categories of financial instruments
The carrying amounts of the Company's financial assets and
liabilities as recognised at the balance sheet date of the
reporting periods under review may also be categorised as
follows:
2015 2014
GBP'000 GBP'000
------- -------
Financial assets:
Investments held at fair value
through profit or loss 615 -
Cash and bank balances 112 106
Loans and receivables 2 2
------- -------
729 108
======= =======
Financial liabilities at amortised
cost:
Trade and other payables 111 290
--- ---
111 290
=== ===
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. Discontinued Operations
On 23 December 2014, the Company agreed to dispose of its
operating subsidiary -Jiangsu Qihang CCNC Machinery Tools CO. Ltd
("JSQH") back to its original owners.
Under the terms of the agreement approved by the shareholders on
9 January 2015, the purchasers agreed to acquire the entire issued
share capital of Win Yu International Investments Company Limited
("Win Yu"), which held 100%. of JSQH and assume all of the
operational debt of JSQH. In additional consideration for the
transaction, the purchasers also transferred Purchaser shares they
currently held back to the company.
The major classes of assets and liabilities comprising the
disposal group and classified as held for sale are as follows:
2015 2014
GBP'000 GBP'000
------- -------
Financial assets at amortised
cost
Goodwill - 3,841
Property, plant and equipment - 17,101
Inventories - 8,803
Trade and other receivables - 4,363
Cash and bank balances - 4,022
Total assets classified as held
for sale - 38,130
------- -------
Financial liabilities at amortised
cost:
Trade and other payables -14,248
Borrowings -19,842
------
Total liabilities associated
with assets classified as held
for sale -34,090
------
Net assets of disposal group - 4,040
======
During the year discontinued operations used net cash of
GBP404,000 (2014: GBP901,000) in operating activities, paid
GBP42,000 (2014: GBP413,000) in respect of investing activities,
and paid GBPnil (2014: GBPnil) in respect of financing
activities.
19. Related Party Transactions
Gregory Collier was paid fees of GBP50,664 in the year as per
the terms of his consultancy agreement with the Company.
Stuart Black was paid fees of GBP40,000 in the year as per the
terms of his consultancy agreement with the Company
Andrew Oswald was paid fees of GBP16,664 under the terms of his
consultancy agreement with the Company.
20. Capital Commitments and Contingent Liabilities
At the balance sheet date, the Company had no known contingent
liabilities and capital commitments other than those shown in the
financial statements.
21. Post Year End Events
On 11 January 2016 the directors of Eastbridge announced that
they have agreed terms for the acquisition of Privilege Wealth Plc
("Privilege").
On 11 January 2016 the Company announced the temporary
suspension of trading on AIM.
On 21 June 2016, the directors announced that they had
terminated their negotiations to acquire "Privilege" but were
pursuing an alternative investment plan.
22. Ultimate Controlling Party
There was no single controlling party.
For further additional information please contact:
Eastbridge Investments Plc Tel: +44 (0)78
Gregory Collier 301 82501
Nominated Adviser Tel: +44 (0)20
Northland Capital Partners 3861 6625
Limited
William Vandyk / Matthew Johnson
Broker Tel: +44 (0)20
Peterhouse Corporate Finance 7469 0930
Limited
Fungai Ndoro /Lucy Williams
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR URRBRNUANORR
(END) Dow Jones Newswires
June 30, 2016 03:03 ET (07:03 GMT)
Eastbridge Inv (LSE:EBIV)
過去 株価チャート
から 5 2024 まで 6 2024
Eastbridge Inv (LSE:EBIV)
過去 株価チャート
から 6 2023 まで 6 2024
