Guild Acquisitions plc
LSE : GAQO

May 28, 2013 10:40 ET

Final Results ? For The Year Ended 31 December 2012

          
          
                                                                                                  28 May 2013
                                                            
                                                            
                                                 GUILD ACQUISITIONS PLC
                                               ("Guild" or "the Company")
                                                            
                                   Final Results - For The Year Ended 31 December 2012

          CO - CHAIRMAN'S REPORT
          
          In  the year to 31 December 2012, the company made a loss of £87,393 (2011: loss of £61,604) due to
          a  combination of administrative expenses and the amount written off trade investments. Net  assets
          per share at the year-end stood at 0.20 pence (2011: 0.24 pence).
          
          Administrative expenses of £48,502 were marginally below £50,186 last year but the main  difference
          has  been  the  write  down  in  the  value  of our trade investments  of  £38,891.  I  expect  our
          shareholders  have  observed that the prices of many shares in small cap oil and  mining  companies
          have  steadily  gone  down  as the companies struggle to fund their exploration,  whilst  commodity
          prices shrink and retail investors shun the market. With some companies desperate for cash,  it  is
          hard  to  see  them keep going, or avoid getting taken over. However, you could say it  is  a  good
          opportunity  to buy in at these very low prices before commodity prices recover, or  a  new  mining
          resource is established, or some other deal is struck.
          
          As  far  as  our  market  listing is concerned, we remain quoted in ICAP Securities  &  Derivatives
          Exchange, which took over PLUS markets last year, and hope for better times ahead.

          SHAUN DOWLING

          
          S Dowling
          Co- Chairman
          
          
          Date: 23 May 2013

          REPORT OF THE DIRECTORS
          
          
          The  directors present their report with the financial statements of the company for the year ended
          31 December 2012.
          
          PRINCIPAL ACTIVITY
          The  principal  activity of the company in the year under review was that of an investment  trading
          company  established to grow early stage small and medium sized companies by injecting seed capital
          and  expertise  with  a  view to assisting those companies to raise further funds  on  the  capital
          market for further development.
          
          REVIEW OF BUSINESS
          The  results  for  the  year and financial position of the company are as  shown  in  the  annexed
          financial statements.
          
          A  more  detailed review of the business is given in the Co-Chairman's Report.  Given the  straight
          forward  nature of the business, the Company's directors are of the opinion that an analysis  using
          Key  Performance  Indicators is not necessary for an understanding of the development,  performance
          or position of the business.
          
          DIVIDENDS
          No dividends will be distributed for the year ended 31 December 2012.
          
          FUTURE DEVELOPMENTS
          These are discussed fully in the Co-Chairman's Report.
          
          EVENTS SINCE THE END OF THE YEAR
          Information  relating to events since the end of the year is given in the notes to  the  financial
          statements.
          
          DIRECTORS
          The  directors shown below have held office during the whole of the period from 1 January  2012  to
          the date of this report.
          
          G Hunt
          S Dowling
          
          Other changes in directors holding office are as follows:
          J Banks - resigned 12 April 2012
          S Corran - appointed 12 April 2012
          
          COMPANY'S POLICY ON PAYMENT OF CREDITORS
          The  Company's policy is to settle terms of payments with suppliers when agreeing the terms of each
          transaction, ensuring suppliers are made aware of the terms of payment and abide by those terms.
          
          At 31 December 2012, the company's trade creditors were equivalent to 0 days (2011: 46 days).
          
          CORPORATE GOVERNANCE
          The  directors  recognise the importance of sound corporate governance and intend  to  observe  the
          requirements  of  the Code of Best Practice, as published by the Committee on Corporate  Governance
          (commonly  known as the "Combined Code") to the extent they consider appropriate in  light  of  the
          Company's  size,  stage of development and resources. At present, due to the size of  the  Company,
          audit,  remuneration and risk management issues will be addressed by the Board supported by Members
          of  the  Advisory  Board. As the Company grows the Board will consider establishing  an  audit  and
          management  committee  and will consider developing further policies and procedures  which  reflect
          the principles of good governance and the Combined Code.
          
          KEY RISKS AND UNCERTAINTIES
          Guild  Acquisitions  plc  's  strategy is to provide seed capital  into  start-up  or  early  stage
          companies,  to  assist  their management in developing their businesses  and  to  help  them  raise
          further funds when needed in the capital markets. Such businesses have the potential to create  the
          greatest  uplift in investment value. But, likewise, have the greatest downside risks. Most  start-
          up  companies either fail or run out of cash, so any investment company like Guild Acquisitions plc
          needs a star in its investment portfolio to offset any failures.

          
          SUBSTANTIAL INTERESTS
          On  31  December  2012  the following were registered as being interested in  3%  or  more  of  the
          Company's ordinary share capital:
          
                                      31 December 2012                     Percentage of                         
                                      Ordinary Shares of 0.1 p Each        Issued Share Capital                  
          R B Rowan                   117,983,333                          63.4%                                 
          Starvest PLC                 22,666,666                          12.2%                                 
          S Dowling                    21,250,000                          11.4%                                 
          
          STATEMENT OF DIRECTORS' RESPONSIBILITIES
          The  directors  are  responsible for preparing the Annual Report and the  financial  statements  in
          accordance with applicable law and regulations.
          
          Company law requires the directors to prepare financial statements for each financial year.   Under
          that  law the directors have elected to prepare the financial statements in accordance with  United
          Kingdom  Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable
          law).  Under  company law the directors must not approve the financial statements unless  they  are
          satisfied  that they give a true and fair view of the state of affairs of the company  and  of  the
          profit  or  loss  of  the  company for that period.  In preparing these financial  statements,  the
          directors are required to:
          
          -   select suitable accounting policies and then apply them consistently;
          -   make judgements and accounting estimates that are reasonable and prudent;
          -   state whether applicable accounting standards have been followed, subject 
              to any material departures disclosed and explained in the financial statements;
          -   prepare  the  financial statements on the going concern basis unless it is inappropriate
              to  presume that the company will continue in business.
          
          The  directors are responsible for keeping adequate accounting records that are sufficient to  show
          and  explain  the  company's transactions and disclose with reasonable accuracy  at  any  time  the
          financial  position of the company and enable them to ensure that the financial  statements  comply
          with  the Companies Act 2006. They are also responsible for safeguarding the assets of the  company
          and  hence  for  taking  reasonable  steps for the prevention and  detection  of  fraud  and  other
          irregularities.
          
          STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
          So  far  as the directors are aware, there is no relevant audit information (as defined by  Section
          418  of the Companies Act 2006) of which the company's auditors are unaware, and each director  has
          taken  all  the steps that he ought to have taken as a director in order to make himself  aware  of
          any  relevant  audit information and to establish that the company's auditors  are  aware  of  that
          information.
          
          AUDITORS
          M R Salvage Limited will be proposed for re-appointment at the forthcoming Annual General Meeting.

          ON BEHALF OF THE BOARD:
          
          

          G Hunt - Director
          
          Date:   23 May 2013


                                                            
                                                 PROFIT AND LOSS ACCOUNT
                                           FOR THE YEAR ENDED 31 DECEMBER 2012
          
                                                                         2012                            2011
                                                                           £                              £
          
          TURNOVER                                                            -                               -
          
          Cost of sales                                                  38,891                          11,418
                                                                                                                   
          GROSS LOSS                                                    (38,891)                        (11,418)
          
          Administrative expenses                                        48,502                          50,186
                                                                                                                   
          OPERATING LOSS and
          LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION                   (87,393)                        (61,604)
          
          Tax on loss on ordinary activities                                  -                               -
                                                                                                                
          LOSS FOR THE FINANCIAL YEAR                                   (87,393)                        (61,604)
                                                                                                                   
          
          Earnings per share expressed
          in pence per share:
          Basic                                                            -0.05                           -0.04
          Diluted                                                          -0.05                           -0.04
                                                                                                                    
          
          CONTINUING OPERATIONS
          None  of the company's activities were acquired or discontinued during the current year or previous
          year.
          
          TOTAL RECOGNISED GAINS AND LOSSES
          The  company  has  no  recognised gains or losses other than the losses for  the  current  year  or
          previous year.
                                                            
                                                      BALANCE SHEET
                                                    31 DECEMBER 2012
          
                                                                            2012                            2011
                                                                              £                               £
          CURRENT ASSETS
          Debtors                                                           51,200                           1,200
          Investments                                                      359,573                         317,753
          Cash at bank                                                      31,281                         216,539
                                                                                                                  
                                                                           442,054                         535,492
          CREDITORS
          Amounts falling due within one year                               78,519                          14,564
                                                                                                                  
          NET CURRENT ASSETS                                               363,535                         520,928
                                                                                                                  
          TOTAL ASSETS LESS CURRENT LIABILITIES                            363,535                         520,928
          
          CREDITORS
          Amounts falling due after more than one                                             
          year                                                                   -                          66,000
                                                                                                                  
          NET ASSETS                                                       363,535                         454,928
                                                                                                                  
          
          CAPITAL AND RESERVES
          Called up share capital                                          474,760                         474,760
          Share premium                                                    422,882                         422,882
          Other reserves                                                         -                           4,000
          Profit and loss account                                         (534,107)                       (446,714)
                                                                                                                  
          SHAREHOLDERS' FUNDS                                              363,535                         454,928
                                                                                                                  
          
          
          The financial statements were approved by the Board of Directors on 23 May 2013 and were signed on
          its behalf by:
          

          G Hunt - Director

          S Corran - Director

                                                            
                                                   CASH FLOW STATEMENT
                                           FOR THE YEAR ENDED 31 DECEMBER 2012
          
                                                                      2012                            2011
                                                                  £              £               £               £
          Net cash outflow
          from operating activities                                          (104,547)                        (50,616)
          
          Taxation                                                                   -                             110
          
          Capital expenditure
          and financial investment                                            (80,711)                        (50,000)
                                                                                                                  
                                                                              (185,258)                       (100,506)
          
          Financing                                                                  -                         174,000
                                                                                                                  
          (Decrease)/increase in cash in the period                            (185,258)                        73,494
                                                                                                                  
          
          
          
          Reconciliation of net cash flow
          to movement in net funds
          
          (Decrease)/increase
          in cash in the period                               (185,258)                         73,494
                                                                                                   
                                                                  
          Change in net funds resulting
          from cash flows                                                      (185,258)                        73,494
          Adjustment to equity element
          on convertible loan                                                    (4,000)                        (4,000)
                                                                                                                  
          Movement in net funds in the year                                    (189,258)                        69,494
          Net funds at 1 January                                                150,539                         81,045
                                                                                                                  
          Net funds/(debt) at 31 December                                       (38,719)                        150,539
                                                                                                                   


The directors of Guild Acquisitions plc accept responsibility for this announcement.

Copies  of  this interim report are available free of charge by application in writing to the Company Secretary at  26  Victoria  Street, Douglas, Isle of Man, IM1 2LE, by email to mail@bridgewaters.co.im or  from  the  ICAP website at www.icap.com.


CORPORATE ADVISER CONTACT DETAILS:
        
Alexander David Securities Limited
David Scott
Telephone: +44 (0) 20 7448 9800
45 Moorfields, London, EC2Y 9AE
        
        



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