Angelfish Investments plc

November 30, 2015 10:53 ET

Final Results for the year ended 30 June 2015

30 November 2015

                                      Angelfish Investments Plc

                                    ("Angelfish" or "the Company")

                             Final Results for the year ended 30 June 2015

Angelfish Investments Plc,  an investment vehicle company, today announces its financial results for
the year ended 30 June 2015 ("the Year").

Andrew Flitcroft, Finance Director, commented:

"During  the  Year  the  Company  entered  into  an  interest  bearing  convertible  loan  agreement
("Agreement")   with   Andes  Financial  Services  Limited  ("Andes")  to  invest  up  to   £250,000
("the  Investment")  into  Andes,  a company registered in England and Wales and is  authorised  and
regulated  by  the Financial Conduct Authority,  to be used exclusively for software development  to
develop  a fully comprehensive computer software system to facilitate straight through processing of
stock market share trades.  The Investment will be repayable in full no later than 31 December  2015
and Andes is on target to repay at this time.  Angelfish raised the funds for the Investment through
further issue of the Company's Preference Shares which have proved to be a useful source of finance.
The  Company has continued to support One Media Enterprises Limited ("OME"),  and due to the  slower
than expected progress by OME,  the Company has provided a working capital interest bearing loan  to
OME  to  enable  it  to further develop the business.  In addition,  we continue to  look  at  other
complementary investment opportunities."


Angelfish Investments                                   
Andrew Flitcroft, Finance Director          +44 (0)7769 591096

ISDX Corporate Adviser                     +44 (0)207 148 7900
Cairn Financial Advisers LLP                            
Avi Robinson / Richard Nash

Broker                                    + 44 (0)203 700 0100
SVS Securities Plc                                      
Kulvir Virk                                             

About Angelfish Investments

The  Company's  Ordinary  Shares  are admitted to trading on the ISDX Growth Market in  London.  The
Company  has  the ISDX trading symbol ANGP for its ordinary shares and the ISDX trading symbol  ANGS
for its preferences shares.

Principal activities and review of the business

The  Company's principal activity is that of an investment trading company listed on the ISDX Growth
Market under the trading symbol ANGP.
During  the year the Company has continued to invest in and work with its investment into One  Media
Enterprises  Limited  ("OME").  The  investment has been made in stages in  accordance  with  agreed
milestones  via a subscription for secured convertible loan notes in OME.  OME is a UK  incorporated
holding  company  for a group of U.S. incorporated companies engaged in the marketing  of  computing
tablets and other mobile devices.  In addition, due to the slower than expected progress by OME, the
Company agreed to provide ad hoc working capital interest bearing loan to OME when OME required.
On  4  June  2015 the Company announced that it had entered into a convertible loan  agreement  with
Andes  Financial  Services  Limited ("Andes")  to invest up  to  £250,000  into  Andes  to  be  used
exclusively  for  software development.  Andes is a company registered in England and Wales  and  is
authorised and regulated by the Financial Conduct Authority. Angelfish has the option to convert its
Investment  into ordinary shares in Andes such that,  if £250,000 is drawn down and then  converted,
Angelfish  would  hold  25% of the issued share capital as enlarged of Andes (or pro  rata  for  any
smaller  amount  of the Investment).  Should Angelfish not elect to convert,  the Investment will be
repayable  in full no later than 31 December 2015.  Andes will use the Investment funds to develop a
fully  comprehensive  computer software system to facilitate straight through  processing  of  stock
market  share  trades through Crest on the London Stock Exchange and other  share  trading  markets.
Once  completed,  Andes  will look to provide its full share trading platform to  new  and  existing
brokers  which  will incorporate a full suite of services integrating the execution of share  trades
with compliance,  finance and back office administration functions.  The Company believes this is an
exciting project which brings with it a number of opportunities, we will make a further announcement
about the Investment as the software development project progresses.
In  order  to provide the required funds to OME and Andes and maintain the Company's working capital
the  Company  raised  further  funds  by issue  of  Cumulative  Redeemable  Preference  Shares  (the
"Preference  Shares").  These  Preference Shares carry a preferential dividend rate of 7.1% and  are
repayable  in March 2021.  During the year the Company issued 534,709 Preference Shares raising  net
proceeds of £347,472.
The  directors of Angelfish Investments plc will continue to appraise the merits and added value  of
its  investment  into  OME and Andes and at the same time we will also explore  and  consider  other
investment opportunities which are in accordance with the Company's stated investment strategy.

The  directors  present their report and financial statements of the Company for the year  ended  30
June 2015.

The  Company is incorporated and domiciled in England and Wales.  The Company's ordinary shares  are
quoted on the ISDX Growth Market.

Future developments
The  Company  will  continue  to  work with OME and Andes and  explore  and  review  other  suitable
investment opportunities in line with the Company's investment strategy. 

Going concern
The directors believe that the Company has adequate resources to continue its operational  existence
for  the foreseeable future.  For this reason they have adopted the going concern basis in preparing
the financial statements.

The following directors have held office since 1 July 2014:

Andrew J A Flitcroft
Richard I Walker

Directors' interests
The interests of the directors in the shares of the Company are as follows:

                                           Ordinary Shares            
                                   At                            At    
                                30 June                       30 June 
                                  2015                          2014

Andrew Flitcroft               4,077,844                     4,077,844

Substantial shareholders

The following shareholders hold more than 3% of the total issued shares of 710,082,349 of  Angelfish
Investments plc 

                                30 June                       30 June
                                  2015                          2014
SVS Securities plc                9.99%                         9.99%    
St Gallen Capital Limited        39.09%                        39.09%

Payment of trade payables
It is the current policy to establish payment terms with suppliers when agreeing terms of supply, to
ensure that suppliers are made aware of the terms of payment, and to adhere to those terms. 

In accordance with section 489 of the Companies Act 2006, a resolution proposing that Hart Shaw  LLP
be reappointed as auditors to the company will be put to the Annual General Meeting.

On behalf of the Board 
Andrew Flitcroft 
Finance Director


                                                            2015       2014 
                                                 Notes         £          £
Revenue                                                        -          - 
Cost of sales                                                  -          - 
Gross profit/(loss)                                            -          - 

Other operating income                              4      6,000     24,000

Administrative expenses                                 (120,350)   (94,482)

                                                        (114.350)   (70,482)
Loss on ordinary activities

Amortised preference share premium                       (22,052)         - 
Interest income                                           31,514          - 
Interest payable - preference shares                     (22,712)      (492)


Loss before taxation                                    (127,600)   (70,974)
Taxation expense                                    8          -          - 
Loss for the period                                     (127,600)   (70,974)

Earnings per share for profit attributable                                
to the equity shareholders                                                  
Basic earnings per ordinary share (p)                     (0.018)    (0.010)
Diluted earnings per ordinary share (p)                   (0.017)    (0.010)

There are no recognised gains and losses other than those passing through the income statement.

AS AT 30 JUNE 2015

                                                            2015       2014 
                                                 Notes         £          £
Non-current assets                                                          
Share Investment                                         198,540    198,540 
                                                         198,540    198,540 
Current assets                                                              
Trade and other receivables                              341,869     69,249 
Cash and cash equivalents                                118,597    140,080 
                                                         460,466    209,329 
Total assets                                                                
                                                         659,006    407,869 
Equity and liabilities                                                      
Issued share capital                                      71,008     71,008 
Share premium                                                  -          - 
Retained earnings                                        134,832    262,432 
                                                         205,840    333,440 
Non current liabilities                                                     
Loans and borrowings                                     424,874     55,350 

Current liabilities                                                         
Trade and other payables                                  28,292     19,079 
Total liabilities                                        453,166     74,429 
Total equity and liabilities                             659,006    407,869 


                                             Nominal     Share        Share      Retained           
                                  Number       Value   capital      premium      earnings     Total 
                                Of shares          p         £            £             £         £

Balance at 30 June 2013:                                                                            
0.01p nominal shares                                                                                
espense for the period        710,082,349       0.01    71,008    3,291,770             -         - 

0.99p nominal shares                                                                               
espense for the period         42,166,667       0.99   417,450      258,774             -         -

Balance at 30 June 2013                                                                             
espense for the period                                                         (3,634,588)  404,414 
Deferred ordinary shares of                                                                         
99p cancelled                 (42,166,667)      0.99  (417,450)           -       417,450         - 
Share Premium account on 1p                                                                         
ordinary shares and 0.99p                                                                           
deferred shares cancelled               -          -         -   (3,550,544)    3,550,544         - 

Loss for period                         -          -         -            -       (70,974)  (70,974)
Balance at 30 June 2014                                                                             
espense for the period        710,082,349       0.01    71,008            -       262,432   333,440 

Loss for period                         -          -         -            -      (127,600) (127,600)

Balance at 30 June 2015                                                                             
espense for the period        710,082,349       0.01    71,008            -       134,832   205,840 


                                                          2015         2014 
                                                             £            £
Cash flow from operating activities                                         
(Loss) before taxation                                (127,600)     (70,974)
Adjustments for:                                                            
Amortised preference share premium                      22,052            - 
Preference dividends payable                            22,712            - 
Interest                                               (31,514            - 
Decrease/(increase) in trade and other                                      
receivables                                           (272,620)     159,729 
(Decrease)/increase in trade and other payables         26,190       10,238 
Net cash (outflow)/inflow from operating                                    
activities                                            (360,777)      98,993 
Cash flows from investing activities                                        
Preference dividends paid                               (8,176)           - 
Purchase of non-current assets                               -      (93.427)
Interest paid                                               (2)           - 
Net cash (outflow) from investing activities            (8,178)     (93,427)
Cash flow from financing activities                                         
Proceeds from loan                                           -            - 
Repayment of loan                                            -            - 
Proceeds from issue of shares                          347,472       55,350 
Net cash inflow from financing activities              347,472       55,350 
Net (decrease)/increase in cash in the year            (21,483)      60,916 
Cash and cash equivalents at the beginning of the                           
year                                                   140,080       79,164 
Cash and cash equivalents at the end of the year       118,597      140,080 

The  accounting  policies  and  notes  set out below form an integral  part  of  these  consolidated
financial statements.

  Notes to the financial information

  1. General information

  The principal activity of Angelfish Investments Plc is that of an investment company. 

  The company is a public limited company incorporated and domiciled in the United Kingdom, having a
  registered office at Kings Court, Railway Street, Altrincham, Cheshire, WA14 2RD.
  The registered number of the company is 06400833

  2. Basis of preparation

  The  financial statements have been prepared in accordance with International Financial  Reporting
  Standards  IFRS as developed and published by the International Accounting Standards Board  (IASB)
  as  adopted by the European Union EU, IFRIC interpretations and the Companies Act 2006  applicable
  to companies reporting under IFRS. 

  Standards,  amendments  and  interpretations to existing standards that have been issued  and  are
  effective at the balance sheet date have been applied in the financial statements.

  The  financial  information  has been prepared on a going concern  basis under the historical cost
  convention,  as modified by the revaluation of certain financial assets at fair value through  the
  income statement.

  The preparation of financial information in conformity with IFRS requires management  to  exercise
  its judgement in the process of applying the group's  accounting policies.  The  areas involving a
  higher degree of judgement or complexity, or areas where assumptions and estimates are significant
  to  the  financial  information  are disclosed in the summary of significant  accounting  policies

  3. Summary of significant accounting policies 

  The principal accounting policies applied in the preparation of these financial statements are set
  out  below.  These  policies have been consistently applied to all the periods  presented,  unless
  otherwise stated.

  Trade and other receivables

  Trade  and other receivables are recognised initially at fair value and subsequently  measured  at
  amortised cost using the effective interest method, less provision for impairment. A provision for
  impairment  of  trade receivables is established when there is objective evidence that the company
  will  not  be  able to collect all amounts due according to the original terms of the receivables.
  Significant  financial  difficulties  of  the  debtor,  probability that  the  debtor  will  enter
  bankruptcy  or  financial reorganisation,  and default or delinquency  in payments  are considered
  indicators that the trade receivable is impaired. 

  The amount of any provision is the difference between the asset's carrying amount and the  present
  value  of  estimated future cash flows, discounted at the original effective  interest  rate.  The
  carrying amount of the asset is reduced through the use of an allowance account, and the amount of
  the  loss is recognised in the income statement within  "administrative expenses".  When  a  trade
  receivable  is  uncollectible,  it  is  written  off  against  the  allowance  account  for  trade
  receivables.  Subsequent  recoveries  of  amounts  previously  written  off  are  credited against
  "administrative expenses" in the income statement.

  Cash and cash equivalents
  Cash comprises cash on hand and demand deposits.  Cash  equivalents are short term,  highly liquid
  investments that are readily convertible to known amounts of cash.

  Trade and other payables
  Trade  and  other  payables are recognised  initially at fair value and subsequently  measured  at
  amortised cost using the effective interest method.
  The  Company  assesses  investments  for impairment whenever  events or changes  in  circumstances
  indicate that the carrying value of an investment may not be recoverable.  If any such  indication
  of impairment exists, the Company makes an estimate of the recoverable amount.  If the recoverable
  amount  of the cash-generating unit is less than the value of the investment,  the  investment  is
  considered  to  be  impaired and is written down to its recoverable amount.  An impairment loss is
  recognised immediately in the profit and loss account.
  Gains and losses on investments disposed of or identified are included in the net profit  or  loss
  for the period.

  Foreign currency translation

  (a) Functional and presentation currency
  The financial information is presented in pounds sterling,  which is the company's functional  and
  presentation currency.

  (b) Transactions and balances
  Foreign currency transactions are translated into the functional currency using the exchange rates
  prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from  the
  settlement of such transactions and from the translation at year-end exchange  rates  of  monetary
  assets and liabilities denominated in foreign currencies are recognised in the income statement.

  Segmental reporting
  A  business  segment is a group of assets or operations engaged in  providing  services  that  are
  subject  to  risks  and  returns  that  are different from those  of  other  business segments.  A
  geographical  segment  is  engaged in  providing services within a particular economic environment
  that is subject to different risks and returns from other segments in other economic environments.

  All expenses are accounted for on an accruals basis.

  Revenue represents the provision of services to customers exclusive of value added tax. Revenue is
  recognised at the point at which the service is provided.

  Current and deferred income tax
  The current income tax charge is calculated on the basis of the tax laws enacted or  substantively
  enacted  at  the  balance  sheet  date.  Management periodically  evaluates positions taken in tax
  returns with respect to situations in which applicable tax regulation is subject to interpretation
  and  establishes  provisions  where appropriate on the basis of amounts expected to be paid to the
  tax authorities.

  Deferred  income  tax  is  provided in full, using  the liability method, on temporary differences
  arising between the tax bases of assets and liabilities and their carrying amounts.  However,  the
  deferred  income  tax  is  not accounted for if it arises from initial recognition of an asset  or
  liability in a  transaction other than a business  combination that at the time of the transaction
  affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax
  rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are
  expected  to  apply when the related deferred income tax asset is realised or the deferred  income
  tax liability is settled.

  Deferred  income tax assets  are recognised to the extent that it is probable that future  taxable
  profit will be available against which the temporary differences can be utilised. 

  Financial liabilities
  Preference  share  capital is classified as equity if it is non-redeemable,  or redeemable only at
  the  Company's  option,  and any dividends are discretionary.  Discretionary dividends thereon are
  recognised as distributions within equity upon approval by the Company's shareholders. 

  Preference share capital is classified as a financial liability if it is redeemable  on a specific
  date  or  at  the  option  of the shareholders, or if  dividend payments  are  not  discretionary.
  Non-discretionary dividends thereon are recognised as interest expense in the income statement  as

  Preference  share capital and premium is included at fair value. Costs associated with  preference
  share funds raised are amortised in the Income Statement over the remaining life of the Preference

  The 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  a capital structure that optimises the cost of capital.  In order to maintain or  adjust
  the  capital structure the company may adjust the amount of dividends paid to shareholders, return
  capital to shareholders, issue new shares or sell assets to reduce debt.

  Capital comprises all components of equity; share capital, share premium, and retained earnings.

  Equity Settled share option plan 
  The  Company has applied the requirements of IFRS2 Share-based payments in accordance with current
  provisions. The company issues equity-settled share based payments to certain employees, which are
  measured  at fair value at the date of grant. The fair value determined at the date  of  grant  is
  expensed  on  a  straight line basis over the vesting period, based on the company's  estimate  of
  shares that will eventually vest.  The fair value is determined by use of the share based payments
  intrinsic  value.  Management do not believe the fair value can be measured reliably by use of  an
  option  pricing model, based on the fact that the company has only relatively recently obtained  a
  listing and no reliable historical data is available.

  Future changes in accounting policies - standards issued but not yet effective
  As of the date of authorisation the following Standards were in issue but not yet effective:

  Amendments  to IFRS 5, IFRS 7, IFRS 10, IFRS 12, IAS 1, IAS 16, IAS19, IAS 27, IAS 28, IAS 34, IAS
  38, IAS 39 and IAS41
  IFRS 9 - Financial instruments
  IFRS 14 - Regulatory deferral accounts
  IFRS 15 - Revenue from contracts with customers 

  4. Segmental analysis 

  Based  on  risks  and  returns,  the directors consider that the primary reporting  format  is  by
  business  segment.  The directors consider that  there is only  one  business  segment, being  the
  commission  earned  through signed up members gained by advertising  and  promoting  the company's
  website.  Therefore,  the  disclosures  for  the primary segment have already been given  in  this
  financial information.

  Geographical segment

                                                           2015         2014
                                                              £            £
  Revenue from services:                                                    
  UK                                                      6,000       24,000
  Other European                                              -            -
  Rest of the world                                           -            -
  Total                                                   6,000       24,000
                                                           2015         2014
                                                              £            £
  Balance sheet - Net book value of segment assets                            
  UK                                                    198,540      198,540
  Other European                                              -            -
  Rest of the world                                           -            -
  Total                                                 198,540      198,540

  5. Expenses

  The following material expenses are included in administrative expenses:

                                                           2015         2014
                                                              £            £
  Directors' emoluments                                  12,000       12,000
  Hotel and travel                                        2,337        5,285
  Professional fees                                      43,265       26,145
  Consultancy fees                                       19,710       11,553
  Salaries                                               31,163       26,333

  6. Loss before tax

  Loss  before  tax, all of which arises from the company's principal activities,  is  stated  after

                                                           2015         2014
                                                              £            £
  Auditors' remuneration:                                                     
  - Audit services                                        3,000        3,000
  - Other services                                          500          500

  7. Personnel costs

  Personnel costs are made up of director's emoluments and payroll costs for one employee..

                                                           2015         2014
  The aggregate remuneration comprised                        £            £
  Wages and salaries                                     30,612       26,333
  Social security costs                                     551        2,746 
                                                         31,163       29,079

                                                           2015         2014
  Directors' emoluments                                       £            £ 
  Emoluments                                             12,000       12,000

  8. Taxation expense

  The taxation provision for the period is different to the standard rate of corporation tax in  the
  UK of 20%. The differences are explained below:

                                                          2015         2014 
                                                             £            £
  Profit/(Loss) before tax                            (127,600)     (70,974)

  Taxation at the UK corporation tax rate of 20%                              
  (2014: 22.5%)                                        (25,520)     (15,969)

  Effects of:                                                                 

    Loss during the year carried forward                25,520       15,969 
  Tax expense                                                -            - 

  No  deferred  tax asset has been provided in respect of tax losses as their crystallisation is not
  certain. At the balance sheet date there are approximately £1,315,000 (2014: £1,187,000) of losses
  carried forward.

  9. Dividends

  No  dividends  have  been  proposed by the company for the year ended 30 June 2015  or  the  prior

  Guidance note 69.1 of ISDX Growth Market - Rules for Issuers

  During  the year ended 30 June 2015 the Company did not comply with Guidance Note 69.1 of the ISDX
  Growth  Market - Rules  for  Issuers (as amended on 9 July 2013). This was due to Director  Andrew
  Flitcroft  holding  levels and combinations of third party directorships outside of  the  Company,
  which  did  not  meet the  recommendation in the Guidance Note.  The  Directors  believe  that  Mr
  Flitcroft  is  currently able to commit sufficient time to perform his duties as a Director of the
  Company and that the current composition of the Company's Board is appropriate given the Company's
  size and stage of development. 

  The  information  contained  in this announcement  has been extracted from the audited  Directors'
  Report  and  Financial Statements for the year ended 30 June 2015 (made available on the Company's
  website), which contain an unqualified audit report.

  The audit report for the year ended 30 June 2015 contains an emphasis of matter in respect of  the
  Company's non-current assets and other receivables. Due to the relative value of these amounts  in
  relation  to  the  financial  statements of the Company the auditors felt  it  necessary  to  draw
  attention  to  these balances. This has not resulted in a modification of the auditor's opinion on
  the financial statements.



Contact Information

  • Angelfish Investments plc