Chalkstream Investment Company plc

March 25, 2014 08:57 ET

Final Accounts for the period ended 30 November 2013




Business review
The  Company was incorporated on 29 November 2012 as an investment vehicle. Since being admitted to trading on ISDX 
Growth Markets on 17 May 2013, the Board has evaluated over 30 acquisition possibilities and has ongoing discussions 
with several more.  Whilst some of these discussions reached relatively advanced stages, we believe none have so far 
been suitable.  We view  the  significant  improvement  in  the  UK IPO market over the last  year  as  providing  a
positive  backdrop  for conversations with the management and shareholders of private companies and increasing the 
attractiveness of public versus private equity.

The  Company  has  maintained its ISDX listing with minimal overheads and, as at period end, the  cash  balance  was 
over GBP720,000 with net assets of GBP731,738. We will continue to maintain tight control of the Company's resources  
which  we consider more than adequate to support current levels of expenditure.

We  are delighted that Peter Begg has agreed to join the Board as a Non-Executive Director. He brings extensive Legal 
and Corporate Finance experience to the Company.

We look forward to keeping shareholders informed and express our gratitude for their patience to date.

Strategic review
We  are  looking  to invest in or acquire small and medium size enterprises with strong management and significant 
growth opportunities  focused on the service sector in the UK. We will seek to target businesses that would benefit  
from  having access  to  the  capital markets. The Directors will use their experience to identify appropriate targets,
carry  out  due diligence and negotiate acquisitions and investments. The Directors will not be remunerated until a 
substantial investment or acquisition has been completed.

Key performance indicators
Given  the  straightforward nature of the business at this time, the Company's directors are of the opinion that  
analysis using  KPI's  is  not  necessary for an understanding of the development, performance or position  of  the  
business.  The Directors will look to introduce suitable KPI's following any acquisition.

Principal risks and uncertainties facing the Company
The  Directors   constantly  monitor  the  financial  risks  and  uncertainties  facing  the   Company   with   
particular reference  to the exposure of credit risk and liquidity risk. They are confident that suitable policies are 
in  place  and that all material financial risks have been considered.  More detail is given in Note 1.9 of the 
financial statements.

Assessment of business risk
The  Board  regularly  reviews operating and strategic risks.  The Company's operating procedures  include  a  system 
for reporting financial and non-financial information to the Board including:

  * reports  from  management  with  a  review  of  the business  at  each  Board  meeting,  focusing  on  any  new
    decisions/risks arising;
  * reports on selection criteria of new investments;
  * discussion with senior personnel; and
  * consideration of reports prepared by third parties.

Principal risk management objectives and policies
The  Company's  policy in respect of financial instruments and its risk profile is set out in Note 1.9  to  the  
financial statements.

R Ware
D Buch

25 March 2014

The Directors of the Issuer accept responsibility for this announcement.


Chalkstream Investment Company PLC
Dominic Buch
Tel:  +44 (0) 20 7025 8053

Corporate Advisor
Alfred Henry Corporate Finance Limited
Jon Isaacs and Nick Michaels
Tel:  +44 (0) 20 7251 3762

Corporate Broker
Peterhouse Corporate Finance Limited
Guy Miller and Peter Greensmith
Tel:  +44 (0) 20 7220 9796

Statutory Information

The  financial  information set out below does not constitute the Company's statutory accounts  for  the  period
ended 30 November 2013 but is derived from those accounts.

The  financial information has been extracted from the statutory accounts of Chalkstream Investment Company  Plc
and  is presented using the same accounting policies. The statutory accounts, which have not yet been filed with
the Registrar of companies, have been given an unqualified report by the auditors Jeffreys Henry LLP on 18 March

The  Annual  Report  of Chalkstream Investment Company Plc for period ended 30 November 2013 is  available  upon
request from the Company's registered office at Finsgate, 5-7 Cranwood Street, London, EC1V 9EE.


                                                                                                Period ended
                                                                                            30 November 2013
                                                                          Notes                          GBP
   Administrative expenses                                                                           (73,984)
   Share based payment                                                                               (20,109)
   Operating loss                                                                                    (94,093)
   Other interest receivable and similar income                                                          722
   Loss on ordinary activities before taxation                                                       (93,371)
   Tax on loss on ordinary activities                                                                      -
   Loss for the period                                                                               (93,371)
   Basic and diluted loss per share                                         2                           0.02p

   The  profit  and  loss  account has been prepared on the basis that all operations are continuing  operations.

   There are no recognised gains and losses other than those passing through the profit and loss account.


                                                                           GBP                 GBP
   Current assets                                                                             
   Debtors                                                               9,057               
   Cash at bank and in hand                                            727,503             
                                                                       -------             736,560

   Creditors: amounts falling due within one year                       (4,822)             
   Total assets less current liabilities                                                   731,738

   Capital and reserves                                                                       
   Called up share capital                                                                 805,000
   Other reserves                                                                           20,109
   Profit and loss account                                                                 (93,371)
   Shareholders' funds                                                                     731,738


                                                                                       Period ended
                                                                                        30 November
                                                                           GBP                  GBP
    Net cash outflow from operating activities                                              (78,219)
    Returns on investments and servicing of finance                                            
    Interest received                                                      722                 
    Net cash inflow/(outflow) for returns on investments and 
    servicing of finance                                                                        722
    Net cash outflow before management of liquid resources
    and financing                       
    Issue of ordinary share capital                                    805,000             
    Net cash inflow/(outflow) from financing                                                805,000
    Increase/(decrease) in cash in the period                                               727,503



1.1   General information
      Chalkstream Investment Company PLC is currently an investment company in the UK services sector.
      The  Company is a public limited company with its shares traded on ISDX Growth Market, a market of that name
      operated by the London Stock Exchange and incorporated in England and Wales.
      The  address  of  its  registered office is 5-7 Cranwood Street, London EC1V  9EE.  Items  included  in  the
      financial  statements  of the Company are measured in Pounds Sterling which is the Company's  presentational
      and functional currency.
1.2   Accounting convention
      The   financial   statements  are  prepared  under  the   historical   cost

1.3   Compliance with accounting standards
      The   financial   statements  are  prepared  in  accordance  with  applicable  United  Kingdom   Accounting
      Standards    (United    Kingdom    Generally    Accepted    Accounting    Practice),    which   have   been
      applied consistently (except as otherwise stated).
1.4   Taxation
      The  charge  for  current tax is based on the results for the period as adjusted for items which  are  non-
      assessable  or disallowed. It is calculated using rates that have been enacted or substantively enacted  by
      the balance sheet date.

1.5   Deferred taxation
      Deferred  taxation  is provided in full in respect of taxation deferred by timing differences  between  the
      treatment  of  certain items for taxation and accounting purposes. The deferred tax balance  has  not  been

1.6   Cash
      Cash comprises cash in hand and demand deposits which are subject to insignificant risk of changes in

1.7   Operating leases
      The  rental  for an operating lease is charged on a straight line basis over the lease term.  The  aggregate
      benefit of any incentives as a reduction of rental expense is recognised over the shorter of the lease  term
      and  a  period ending on a date from which it is expected the prevailing market rental will be payable.  The
      allocation is done on a straight-line basis.

1.8   Share-based payments
      When  shares, share options and warrants are granted to employees and investors, a charge is  made  to  the
      profit  and  loss  account and a reserve created in capital and reserves to record the fair  value  of  the
      awards  at  the date of grant in accordance with FRS 20 (share based payments). This charge is spread  over
      the vesting period. The value of the share options and warrants are estimated via the Black Scholes model.
      The  expected life used in the model has been adjusted, on the basis of management's best estimate for  the
      effects  of  non-transferability, exercise restrictions and behavioural considerations.   At  each  balance
      sheet  date,  the Company revises its estimate of the number of equity instruments expected to  vest  as  a
      result  of  the effect of non-market based vesting conditions.  The impact of the revision of the  original
      estimates,  if any, is recognised in profit or loss such that the cumulative expense reflects  the  revised
      estimate, with a corresponding adjustment to retained earnings.

1.9   Financial instruments
      The  Company's  financial instruments comprise cash and various items, such as trade  payables  that  arise
      directly  from  its  operations.   The  main  risks  arising  from,  and   impacted   by,   the   financial
      assets   and  liabilities  of  the Company is liquidity risk. The Board reviews  and  agrees  policies  for
      managing these risks and they are summarised below.

      The  Company  does  not  hold  any derivative financial instruments.  The market  value  of  the  Company's
      financial assets and liabilities does not differ materially from the carrying value.
      Financial assets
      The  only  significant asset of the Company is cash at bank. Cash is held in Sterling only.  Cash  at  bank
      attracts interest at floating rates which vary with UK bank base rates.

      Financial liabilities
      The  Company does not have any financial liabilities other than trade and other payables arising  from  its
      operations. No interest is payable in respect of any of these liabilities.

      Liquidity risk
      It is the Company's policy to maintain sufficient cash resources to meet its short-term liabilities.

      Credit risk
      The Company intends to maintain cash and treasury balances with reputable financial institutions only.
1.10  Capital risk management
      The  Company's  objectives when managing capital are to safeguard the Company's ability to  continue  as  a
      going  concern  in  order to provide returns for shareholders and benefits for other  stakeholders  and  to
      maintain an optimal capital structure appropriate for its growth plans. In order to maintain or adjust  the
      capital structure the Company may issue new shares or alter debt levels.

1.11  Critical accounting estimates and judgments
      Estimates and judgments are continually evaluated and are based on historical experience and  other
      factors,  including  expectations of future events that are believed to  be  reasonable  under  the

      The  Company  makes estimates and assumptions concerning the future. Actual results could  differ  from
      those  estimates. Revisions to accounting estimates are recognised in the period in which the  estimate
      is revised if the revision affects only that period, or in the period of revision and future periods if
      the revision affects both current and future periods.

      The  key estimate in the year is the share-based payment charge which was based on an estimation of the
      life of Tranche 2 warrants. Refer to note 9 in the full statutory accounts for the assumptions used  in
      share based payment transactions

      Basic  loss per share is calculated by dividing the earnings attributable to ordinary shareholders  by  the
      weighted average number of shares outstanding during the period.

      For diluted  loss  per  share,  the  weighted  average  number  of  ordinary  shares  in issue  is adjusted
      to assume conversion of all dilutive potential ordinary shares.

      The calculation of basic and diluted earnings per share is based on the following figures:

                                                                                             Period to
                                                                                      30 November 2013
       Loss per ordinary share - basic                                                           (0.02)
       Loss for period                                                                         (94,093)
       Weighted number of shares in issue - basic                                          535,615,000

Contact Information

  • Chalkstream Investment Company plc