TIDMPAR
RNS Number : 1240Z
Paragon Resources PLC
03 February 2014
Paragon Resources PLC
Unaudited Condensed Consolidated Financial Statements
for the 6 months ended 30 NOVEMBER 2013
Chairman's Statement
3 February2014
Dear Shareholder,
I am pleased to announce the interim results of Paragon
Resources PLC ('Paragon' or the 'Company', collectively with its
subsidiary and associate companies, the 'Group') for the six months
ended 30 November 2013. As you are aware following the
discontinuation of the Group's tantalum pentoxide ('Ta(2) O(5) ')
mining business in Mozambique and the Democratic Republic of Congo
in March 2013, the Group changed its focus from mining and natural
resources to that of an agricultural investing company. The change
was approved at the Company's Extraordinary General Meeting held in
June 2013 at which holders of the Ordinary Shares in the Company
('Shareholders') approved the Company's new Investing Policy as
more fully described in the Circular to shareholders of 15th May
2013 and the Management Discussion and Analysis section of this
report.
The financial statements for the 17 months to 31st May 2013 were
published on 30th July 2013. Since that date the Company has:
-- Removed its cash obligations to the holders of its
Convertible Redeemable Preference Shares ('CRPS') through the
redemption of all the issued and outstanding CRPS by way of the
issue of new Ordinary Shares and Deferred Shares. This redemption
generated a non-recurring gain for the Company of $2,912,000 which
is recognised within investment revenues from continuing operations
in the Group's income statement; -- Successfully negotiated the
cancellation of the Group's two legacy long-term Ta(2) O(5) supply
contracts and obtained the release from any and all liabilities or
obligations under these; -- Appointed a new CEO, Mr Andrew
Beveridge, on 30th October 2013; -- Acquired a 40% interest in the
issued ordinary shares of Greenstar Resources Limited
('Greenstar'), a well-established agricultural consultancy with a
long and successful reputation in Africa, as the first
implementation of its investment policy; -- Raised approximately
$239,000 from the issue of new Ordinary Shares through the Equity
Finance Facility provided by Darwin Strategic, providing the
Company and Group with the working capital required to continue
assessing potential investment opportunities as it implements its
Investing Policy.
Greenstar is already proving its value to the Company. It is
currently in discussions concerning three separate consulting
contracts with a combined gross value of up to $1.5m for technical
reviews and feasibility studies. In addition it is in discussion
with a West African oil palm plantation group regarding a
management contract. Just as important, Greenstar provides the
expertise, experience and connections for the Company to actively
explore and evaluate businesses and projects as the Company
implements its investment policy. The Board is in active
negotiations and undertaking due diligence, and I hope to be able
to make further announcements shortly on developments in this
respect. The Board remains committed to developing a substantial
agribusiness group, focussed on Africa, through a process of both
acquisition and organic growth.
Financial Review
In the period ended 30 November 2013, the Group's profit for the
period was $2,449,000 (6 months ended 30 June 2012: loss of
$5,200,000; 17 months ended 31 May 2013: loss of $12,911,000). The
profit reported in the current period reflects a one off,
non-recurring gain arising on the redemption of the Company's
issued CRPS of $2,912,000. Excluding this non cash gain, the
Group's loss for the period, all of which arises from continuing
operations, was $463,000.
Outlook
The Board is confident of moving forward on a significant
investment project in the relatively near future.
S D Hunt
Executive Chairman
For further information please contact:
Simon D Hunt
+44 7733 337755
www.paragon-resources.com
Nick Harriss / Jeremy Porter / James Reeve
Allenby Capital Limited (Nominated Adviser and Broker)
+44 20 3328 5656
Management discussion & analysis
This management discussion and analysis ('MD&A') should be
read in conjunction with the Group's unaudited condensed
consolidated financial statements and notes thereto for the six
month period ended 30 November 2013 ('Half 1-2014') (the 'Interim
report') and the audited financial statements and notes thereto for
the 17 month period ended 31 May 2013 (available from
www.paragon-resources.com).
Except where otherwise noted, amounts are presented in this
MD&A in United States Dollars.
1. Listing details
Paragon Resources PLC (formerly Noventa Limited until 29 June
2013) is a Jersey company with Ordinary Shares quoted on the AIM
Market of the London Stock Exchange under symbol PAR (formerly
NVTA). The Company's Ordinary Shares were also quoted on the ISDX
Growth Market operated by ICAP Securities & Derivatives
Exchange Limited under symbol PA.P (formerly NV) until 10 September
2013 when the Company voluntarily cancelled its admission to
trading on this exchange following the redemption of its issued and
outstanding Preference Shares.
2. CHANGE IN FINANCIAL YEAR END
As permitted by Jersey Law and the AIM Rules, the Company
changed its financial year end from 31 December to 31 May with
effect from 31 May 2013. The amounts presented in the Group's
unaudited condensed consolidated financial statements and notes
thereto for the current reporting period are for the period 1 June
2013 to 30 November 2013. Comparative amounts report on the 6 month
period ended 30 June 2012 and the 17 month period ended 31 May
2013.
3. Principal activities AND INVESTING POLICY
As at the date of this report, the Company is an Investing
Company on AIM. The Company's Investing Policy is as follows:
"Investing Policy
The Directors intend initially to seek to acquire a direct
and/or an indirect interest in projects and assets in the
agricultural sector. However they will consider opportunities in
the wider natural resources sector where these are ancillary or
complimentary to the agricultural projects or assets that the
Company may acquire in the future. The Company will focus on
opportunities in Africa and Asia but will also consider, on a
limited basis, possible opportunities anywhere in the world.
The Company may invest by way of purchasing quoted or unquoted
shares in appropriate companies, outright acquisition or by the
acquisition of assets, including the intellectual property, of a
relevant business, or by entering into partnerships or joint
venture arrangements or by providing loan funding. Such investments
may result in the Company acquiring the whole or part of a company
or project (which in the case of an investment in a company may be
private or listed on a stock exchange, and which may be
pre-revenue), and such investments may constitute a minority stake
in the company or project in question. The Company will not have an
external investment manager, and investment decisions will be made
by the Directors after receiving appropriate professional
advice.
The Company may be both an active and a passive investor
depending on the nature of the individual investments. Although the
Company intends to be a medium to long-term investor, the Directors
will place no minimum or maximum limit on the length of time that
any investment may be held and therefore shorter term disposal of
any investments cannot be ruled out.
There will be no limit on the number of projects into which the
Company may invest, and the Company's financial resources may be
invested in a number of propositions or in just one investment,
which may be deemed to be a reverse takeover pursuant to Rule 14 of
the AIM Rules. The Company will carry out an appropriate due
diligence exercise on all potential investments and, where
appropriate, with professional advisers assisting as required. The
Board's principal focus will be on achieving capital growth for
Shareholders.
Investments may be in all types of assets and there will be no
investment restrictions within the overall policy.
The Company will require additional funding as investments are
made and new opportunities arise. The Directors may offer new
Ordinary Shares by way of consideration as well as cash, thereby
helping to preserve the Company's cash resources for working
capital. The Company may in appropriate circumstances, issue debt
securities or otherwise borrow money to complete an investment. The
Directors do not intend to acquire any cross-holdings in other
corporate entities that have an interest in the Ordinary
Shares."
The Company became an Investing Company on 25 March 2013
following the enforcement of a default against a former subsidiary
undertaking under a secured lending facility, which resulted in the
Company and Group ceasing to be involved in tanatalum pentoxide
('Ta(2) O(5) ') mining, processing and purchasing operations in
Mozambique and the DRC (collectively the 'Ta(2) O(5) Operations'),
its former principal activity. Further details are provided in the
Group's audited financial statements for the period ended 31 May
2013.
The Company is under an obligation to make an acquisition, or
acquisitions, which constitute a reverse takeover under the AIM
Rules or otherwise, to implement its Investing Policy within twelve
months of becoming an Investing Company (i.e. by 24 March 2014),
failing which the Company's Ordinary Shares will be suspended from
trading on AIM. If the Company's Investing Policy has not been
implemented within 18 months of it becoming an Investing Company
(i.e. 24 September 2014) then admission of the Company's Ordinary
Shares to trading on AIM will be cancelled.
4. OPERATIONS AND FINANCIAL REVIEW
Details of the Group's operations during the period, including
relevant financial matters, are included in the Chairman's
Statement.
5. CHANGE IN DIRECTORS
The Directors who held office during the period and until the
date of this report, including changes between 1 June 2013 and the
date of this report were:
Director Position Date of appointment / cessation of office in the period 1 June 2013 to
the date of this report
S D Hunt Executive Chairman(1) Appointed 10 September 2012
A Beveridge Chief Executive Officer Appointed 12 August 2013
D Cassiano-Silva Non-Executive Director Appointed 29 July 2013
D A Sheeran Non-Executive Officer Appointed 6 August 2012
(1) Mr S D Hunt was appointed as a Director and Non-Executive Chairman of
the Company on 10 September 2012; he assumed the position of Executive
Chairman on 10 April 2013.
(2) Mr A Beveridge was appointed as a Non-Executive Director of the Company
on 12 August 2013; he assumed the position of Chief Executive Officer
on 30 October 2013 following the acquisition of Greenstar Resources Limited
(refer to note 3).
Consolidated statement of profit or loss and other comprehensive
income
6 months 6 months 17 months
ended 30 ended 30 ended 31
November June May
2013 2012 2013
Unaudited Unaudited Audited
(represented
- note
4)
Note US$000 US$000 US$000
CONTINUING OPERATIONS
Administrative expenses (346) (865) (2,520)
Loss on disposal of property, plant
and equipment - - (4)
Share of profit of associates 2 - -
-------------
Operating loss (344) (865) (2,524)
Net finance income 2 2,793 4,020 1,311
------------ ------------- ------------
Investment revenues 2,913 5,085 5,287
Finance costs (120) (1,065) (3,976)
------------ ------------- ------------
Profit / (loss) before taxation 2,449 3,155 (1,213)
Taxation - - -
------------ ------------- ------------
Profit / (loss} for the period from
continuing operations 2,449 3,155 (1,213)
DISCONTINUED OPERATIONS
Loss for the period from discontinued
operations 4 - (8,355) (11,698)
Profit / (loss) for the period 2,449 (5,200) (12,911)
OTHER COMPREHENSIVE INCOME / (LOSS)
Foreign currency translation gain /
(loss) on foreign operations 10 (109) (201)
TOTAL COMPREHENSIVE INCOME / (LOSS)
FOR THE FINANCIAL PERIOD 2,459 (5,309) (13,112)
============ ============= ============
US cents US cents US cents
EARNINGS / (LOSS) PER SHARE
Basic and diluted earnings / (loss)
per share from continuing operations 0.8 2.6 (1.0)
============ ============= ============
Basic and diluted earnings / (loss)
per share from continuing and discontinued
operations 0.8 (4.4) (10.3)
============ ============= ============
No. No. No.
Weighted average number of shares outstanding 305,801,888 119,658,819 125,025,404
============ ============= ============
Theprofit / (loss) and total comprehensive income / (loss) for
all periods presented are wholly attributable to equity holders of
the parent company.
Consolidated statement of financial position
30 November 30 June 31 May
2013 2012 2013
Unaudited Unaudited Audited
Note US$000 US$000 US$000
Non-current assets
Property, plant and equipment - 18,082 -
Interests in associates 3 202 237 -
Other receivables - 1,562 -
-----------
202 19,881 -
------------ ----------- ----------
Current assets
Inventories - 1,949 -
Trade and other receivables 16 3,933 238
Receivables from associates - 165 -
Cash and cash equivalents 128 3,396 191
Derivative financial assets - 6,367 -
------------ ----------- ----------
144 15,810 429
------------ ----------- ----------
Total assets 346 35,691 429
------------ ----------- ----------
Current liabilities
Trade and other payables 57 7,313 340
Convertible redeemable preference share dividend 5 - 108 506
Current tax liabilities - 26 -
Borrowings - 14,415 -
Short-term provisions 43 660 41
Derivative financial liabilities - 3 2
-----------
100 22,525 889
------------ ----------- ----------
Net current assets / (liabilities) 44 (6,715) (460)
------------ ----------- ----------
Non-current liabilities
Convertible redeemable preference share liability 5 - 3,590 3,759
Long-term provisions - 287 -
------------ ----------- ----------
- 3,877 3,759
------------ ----------- ----------
Total liabilities 100 26,402 4,648
------------ ----------- ----------
Net assets / (liabilities) 246 9,289 (4,219)
============ =========== ==========
Share capital 6 3,665 1,556 2,015
Share premium 122,163 121,483 121,715
Shares to be issued reserve 13 46 13
Convertible redeemable preference share reserve - 617 617
Warrants reserve 4 115 -
Merger reserve 8,858 8,858 8,858
Translation reserve 10 (96) -
Accumulated losses (134,467) (123,290) (137,437)
------------ ----------- ----------
Equity / (deficit) attributable to equity holders of the parent 246 9,289 (4,219)
============ =========== ==========
The Half 1-2014 unaudited condensed consolidated financial
statements of Paragon Resources PLC, registered number 95036, were
approved by the Board of Directors and authorised for issue on 3
February 2014. Signed on behalf of the Board of Directors:
S D Hunt
Executive Chairman
Consolidated cash flow statement
6 months ended 30 6 months ended 30
November June 17 months ended 31 May
2013 2012 2013
Unaudited Unaudited Audited
(represented - note 4)
US$000 US$000 US$000
Profit / (loss) for the period from continuing
operations 2,449 3,155 (1,213)
Adjustments for:
Share of profit of associate (2) - -
Loss on settlement of liabilities in
Ordinary Shares 37 - -
Depreciation - - 1
Loss on disposal of property, plant and
equipment - - 4
Share based payment expense 1 35 29
Foreign exchange gain (2) (146) (68)
Finance costs 120 1,065 3,976
Investment revenues (2,913) (5,085) (5,287)
Operating cash flows before movements in
working capital and provisions (310) (976) (2,558)
Decrease in trade and other receivables 48 54 255
Increase / (decrease) in trade and other
payables and short term provisions 10 (64) (355)
Net cash used in operating activities by
continuing operations (252) (986) (2,658)
------------------ ----------------------- -----------------------
Net cash used in operating activities by
discontinued operations - (7,414) (17,707)
------------------ ----------------------- -----------------------
Net cash used in operating activities (252) (8,400) (20,365)
------------------ ----------------------- -----------------------
Cash flows from investing activities
Interest received 1 69 79
Proceeds from disposal of property, plant and
equipment - - -
Acquisition of property, plant and equipment - - (5)
Acquisition of investment in an associate (32) - -
Expenses incurred in acquiring investment in an
associate (16) - -
-----------------------
Net cash (used in) / from investing activities
by continuing operations (48) 69 74
------------------ ----------------------- -----------------------
Net cash used in investing activities by
discontinued operations - (10,130) (19,016)
------------------ ----------------------- -----------------------
Net cash used in investing activities (48) (10,061) (18,942)
------------------ ----------------------- -----------------------
Cash flow from financing activities
Proceeds from issue of new shares 239 - 718
Ordinary Share issue expenses (16) - (47)
Proceeds from new unsecured borrowings - 14,500 24,640
Unsecured borrowings issue expenses - (700) (840)
Repayment of unsecured borrowings - - (24,640)
Interest paid - (216) (2,335)
-----------------------
Net cash inflow / (outflow) from financing
activities from continuing operations 223 13,584 (2,504)
------------------ ----------------------- -----------------------
Net cash inflow from financing activities from
discontinued operations - - 33,615
------------------ ----------------------- -----------------------
Net cash inflow from financing activities 223 13,584 31,111
------------------ ----------------------- -----------------------
Net decrease in cash and cash equivalents (76) (4,877) (8,196)
Effect of exchange rates on cash and cash
equivalents including discontinued operations 13 400 514
------------------ ----------------------- -----------------------
Cash and cash equivalents at beginning of
period 191 7,873 7,873
------------------ ----------------------- -----------------------
Cash and cash equivalents at end of period 128 3,396 191
================== ======================= =======================
1. Basis of preparation
The condensed consolidated financial statements of the Group for
the six months ended 30 November 2013, which are unaudited and have
not been reviewed by the Company's auditor, have been prepared in
accordance with the International Financial Reporting Standards
('IFRS') accounting policies adopted by the Group and set out in
the annual report for the 17 month period ended 31 May 2013. The
Group does not anticipate any significant change in these
accounting policies for the year ended 31 May 2014.
This Interim report has been prepared to comply with the
requirements of the AIM rules of the London Stock Exchange (the
'AIM Rules'). In preparing this report, the Group has adopted the
guidance in the AIM rules for interim accounts which do not require
that the interim condensed consolidated financial statements are
prepared in accordance with IAS 34, 'Interim financial reporting'.
While the financial figures included in this report have been
computed in accordance with IFRSs applicable to interim periods,
this report does not contain sufficient information to constitute
an interim financial report as that term is defined in IFRSs.
The financial information contained in this report also does not
constitute statutory accounts under the Companies (Jersey) Law
1991, as amended. The financial information for the 17 month period
ended 31 May 2013 is based on the statutory accounts for the period
then ended. The auditors reported on those accounts. Their report
was qualified with respect to the amounts reported for discontinued
operations in the 17 month period ended 31 May 2013 due to
limitations in the scope of their work following the default of
HAMC Minerals Limited ('HAMCM') under the Secured Loan Facility
('SLF') (as such term is defined in the audited financial
statements for the 17 month period ended 31 May 2013). Their report
further included statements of emphasis of matter regarding the
Company and Group's going concern status and the uncertain outcome
of the negotiations for the Group's release from certain supply
contracts. Readers are referred to the auditors' report to the
Group financial statements as at 31 May 2103 (available at
www.paragon-resources.com).
These condensed consolidated financial statements for the six
months ended 30 November 2013 have been prepared in accordance with
the IFRS principles applicable to a going concern, which
contemplate the realisation of assets and liquidation of
liabilities during the normal course of operations. Having carried
out a going concern review in preparing these condensed
consolidated financial statements for the six months ended 30
November 2013, the Directors have concluded that there is a
reasonable basis to adopt the going concern principle.
2. Net finance expense / income
6 months ended 30 6 months ended 30 June 17 months ended 31 May
November 2012 2013
2013 Unaudited Audited
Unaudited
(represented - note 4)
US$000 US$000 US$000
Interest income on bank deposits 1 69 79
Change in fair value of derivative assets - 3,844 4,036
Change in fair value of derivative liabilities - 1,172 1,172
Gain on redemption of Convertible redeemable 2,912 - -
preference shares (note 5)
------------------ ----------------------- -----------------------
Investment revenues 2,913 5,085 5,287
Interest expense on Convertible redeemable
preference shares (118) (303) (870)
Interest expense on unsecured loans - (351) (2,266)
Amortisation of loan arrangement fees and
transaction costs arising on unsecured loans - (411) (840)
Change in fair value of derivative liabilities (2) - -
Finance costs (120) (1,065) (3,976)
Net finance income 2,793 4,020 1,311
================== ======================= =======================
3. Associate companies
On 30 October 2013 the Company acquired 40% of the issued
ordinary share capital of Greenstar Resources Limited ('Greenstar')
in exchange for total consideration of $166,000, comprising cash
consideration of $32,000 and the issue of 41,688,426 new Ordinary
Shares in the Company (note 6.4) with a fair value of $134,000 at
the date of issue. As at 30 November 2013, this investment is
accounted for as an associated company. Expenses directly related
to the acquisition of Greenstar were $32,000, which have been
included within the investment's carrying value. The Group's share
of the results of Greenstar between 30 October 2013 and 30 November
2013 was $2,000.
Greenstar brings a wide reputation and long track record to the
Group of agricultural consultancy, operational and project
management and inward investment advisory services to large-scale
commercial agricultural projects in Africa. Greenstar also
importantly brings access to significant deal flow for the
Company's implementation of its Investing Policy.
4. Discontinued operations
As more fully described in the Group's audited financial
statements for the 17 month period ended 31 May 2013, on 22 March
2013 the Group lost control of HAMCM and its subsidiary
undertakings (the 'HAMCM Group') as a result of the Group being
unable to repay the amounts outstanding on the SLF at that date of
$54,640,000. This amount became repayable following the enforcement
by Richmond (as defined in the financial statements for the 17
month period ended 31 May 2013) of HAMCM's Default under the SLF
which led to an Early Repayment Event (as defined in the financial
statements for the 17 month period ended 31 May 2013). The HAMCM
Group carried out all of the Group's Ta(2) O(5) Operations. As a
result of this loss of control, the Group also ceased to be
involved in the distribution and sale of Ta(2) O(5) concentrate
with effect from that date. The process of the disposal of the
HAMCM Group was organised on behalf of Richmond (acting in its
capacity as Security Trustee) by Euro Pacific Canada Inc., a full
service IIROC registered brokerage headquartered in Toronto, Canada
and specializing in foreign markets and securities. The disposal
process was completed on 24 June 2013 with no payments due to the
Group.
The Ta(2) O(5) Operations represented the major business segment
of the Group and accordingly, as required by IFRS 5, the results of
the Ta(2) O(5) Operations are presented as discontinued operations
within the Consolidated statement of profit or loss and other
comprehensive income. Cash flows pertaining to the Ta(2) O(5)
Operations are presented separately in the Consolidated cash flow
statement. The results of operations and cash flows reported for
the period ended 30 June 2012 have been re-presented for these
discontinued operations as required by IFRS 5.
5. Convertible redeemable preference shares
As at 31 May 2013, the Company and Group had outstanding
1,028,075 Convertible redeemable preference shares ('CRPS') with a
nominal value of $4,336,000 and accrued and unpaid dividends of
$506,000. As more fully described in the financial statements for
the 17 month period ended 31 May 2013, under IFRS the CRPS were
accounted for as including both equity and liability components.
The liability component of the CRPS was recorded at 31 May 2013 at
$3,759,000 (excluding the CRPS dividend due) and the equity
component was recorded at $617,000. On 24 July 2013 the terms and
conditions of the CRPS were amended at the Class Meeting of the
Preference Shareholders to permit the Company to redeem in full the
outstanding CRPS, including the related CRPS Dividends due, through
a special redemption. Pursuant to the amended terms, the Company,
at its election, could redeem the 1,028,075 CRPS outstanding and
the related CRPS dividend due through the issue of such number of
new Ordinary Shares as was equivalent to the number of Ordinary
Shares in issue immediately prior to the Company electing to make
the special redemption.
On 8 August 2013 the Company elected to redeem the CRPS and
issued 172,237,386 new Ordinary Shares (refer to note 6.4) and
1,883,912,614 Deferred Shares (refer to notes 6.2 and 6.5) to
redeem the CRPS and settle the outstanding cumulative CRPS dividend
due at that date of $588,000. The Deferred Shares have no economic
value but were required to be issued to maintain the par value of
the Company's issued share capital. The fair value of the Ordinary
Shares issued in accordance with the special redemption was
$1,470,000 which was allocated to the liability component of the
CRPS of $4,382,000 (including the CRPS dividend). The difference of
$2,912,000 was credited to profit and loss within investment
revenues as a gain on settlement of the CRPS liabilities. $97,000
of the equity component of the CRPS was reclassified to Deferred
Share capital and the balance of $520,000 was reclassified to
accumulated losses.
Following the redemption in full of the CRPS, the Company and
Group has no further obligations in respect of the CRPS.
6. Share capital
6.1. Share capital
30 November 30 June 31 May
2013 2012 2013
Unaudited Unaudited Audited
GBP GBP GBP
Share capital
Authorised
3,000,000,000 Ordinary Shares of GBP0.0005 each (30 June 2012: 212,500,000
Ordinary Shares
of GBP0.008 each; 31 May 2013: 3,000,000,000 Ordinary Shares of GBP0.008
each) 1,500,000 1,700,000 24,000,000
45,000,000,000 Deferred Shares of GBP0.0005 each (30 June 2012 and 31 May
2013: nil) 22,500,000 - -
7,000,000 Preference Shares of GBP1.00 each (30 June 2011 and 31 December
2011: 7,000,000) 7,000,000 7,000,000 7,000,000
------------ ----------- -----------
31,000,000 8,700,000 31,000,000
============ =========== ===========
30 November 30 June 31 May
2013 2012 2013
Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Allotted, called up and fully paid
435,675,097 Ordinary Shares of GBP0.0005 each (30 June 2012: 119,658,819
Ordinary Shares of
GBP0.008 each; 31 May 2013:157,689,658 Ordinary Shares of GBP0.008 each) 218 957 1,261
4,249,257,484 Deferred Shares of GBP0.0005 each (30 June 2012: nil; 31 May
2013: nil) 2,215 - -
Nil Preference Shares of GBP1.00 each (30 June 2012: 1,028,075; 31 May 2013:
1,028,075) - 1,028 1,028
------------ ----------- ---------
2,433 1,985 2,289
============ =========== =========
6.2. Share capital re-organisation and rights attaching to the
different classes of shares
On 19 June 2013 at the Extraordinary General Meeting of
Shareholders (the '2013 EGM'), Shareholders approved the
reorganisation of the Company's share capital by subdividing each
Ordinary Share (of GBP0.008 each) into sixteen Ordinary Shares (of
GBP0.0005 each) and then immediately re-designating fifteen of each
sixteen such Ordinary Shares into fifteen Deferred Share of
GBP0.0005 each. The Deferred Shares do not carry voting rights or a
right to receive a dividend. The holders of Deferred Shares do not
have the right to receive notice of any general meeting of the
Company, nor have any right to attend, speak or vote at any such
meeting. In addition, holders of Deferred Shares will only be
entitled to a payment (of an amount equal to the nominal value of
such share) on a return of capital or on a winding up of the
Company after each of the holders of Ordinary Shares has received a
payment of GBP100,000 in respect of each Ordinary Share.
Accordingly, the Deferred Shares have no economic value. The
Deferred Shares are not admitted to trading on any stock
exchange.
The reason for this reorganisation was to reduce the par value
of the Company's Ordinary Shares such that the Company would be
permitted to issue new Ordinary Shares for cash in the future. The
recent trading price of the Company's Ordinary Shares had been
below their previous par value and the Company was prohibited by
the Companies (Jersey) Law 1991 from issuing an Ordinary Share for
a value that is lower that its par value.
Following the re-organisation, the same aggregate number of
Ordinary Shares remained in issue (therefore preserving the
proportionate interests of Shareholders) but the par value of each
such Ordinary Share was reduced from GBP0.008 to GBP0.0005.
Further, the Company continues to have one class of Ordinary Shares
which carry no right to fixed income. Each Ordinary Share carries
the right to one vote at the general meetings of the Company.
6.3. Allotment authorities free from pre-emption rights
At the Company's Annual General Meeting held on 27 November 2013
(the '2013 AGM'), Shareholders approved new allotment authorities
free from pre-emption rights to the Directors over up to
600,000,000 new Ordinary Shares, such authorities expiring at the
earlier of fifteen months from the date of the 2013 AGM and the
Annual General Meeting of the Company to be held in 2014. No new
Ordinary Shares have been allotted under these authorities between
the date of the 2013 AGM and the date of this report.
6.4. Ordinary Shares in issue
A reconciliation of the Company's Ordinary Shares in issue
during the six month period ended 30 November 2013 is presented
below:
No. Issue price GBp
New Ordinary Shares issued for cash 44,750,000 0.27 - 0.60
New Ordinary Shares issued in consideration for the acquisition of Greenstar (note 3) 41,688,426 0.20
New Ordinary Shares issued to settle outstanding supplier obligations 19,309,627 0.21 - 0.70
Redemption of CRPS including outstanding dividends (note 5 and 6.6) 172,237,386 0.05
================
Ordinary Shares issued in the period 277,985,439
At 1 June 2013 157,689,658
At 30 November 2013 435,675,097
============
6.5. Deferred shares in issue
A reconciliation of the Company's Deferred Shares in issue
during the six month period ended 30 November 2013 is presented
below:
No.
New Deferred Shares arising on the Company's capital reorganisation (note 6.2) 2,365,344,870
Redemption of Preference Shares including outstanding dividends (note 5 and 6.6) 1,883,912,614
Deferred Shares issued in the period 4,249,257,484
At 1 June 2013 -
At 30 November 2013 4,249,257,484
==============
6.6. Preference Shares in issue
On 8 August 2013 the Company redeemed all of the 1,028,075
issued and outstanding Preference Shares at that date in exchange
for the issue of 172,237,386 new Ordinary Shares and 1,883,912,614
Deferred Shares. Further details are provided in notes 5, 6.4, and
6.5.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BXLFBZLFZBBL
Paragon (LSE:PAR)
過去 株価チャート
から 5 2024 まで 6 2024
Paragon (LSE:PAR)
過去 株価チャート
から 6 2023 まで 6 2024
