30 May 2014
GUILD ACQUISITIONS PLC
("Guild" or "the Company")
Final Results - For The Year Ended 31 December 2013
In the year to 31 December 2013, the company made a loss of £177,391 (2012: £87,393) due to the impaired
investments and the administrative expenses.
As you must be aware by now, the market for small mining and oil shares, in which we are principally
invested, has been the worst for many years. Commodity prices have shrunk, retail investors have shunned
the market and many companies have run short of cash.
Our investment in Equity Resources plc, delisted from the ISDX market, was written off at a cost of
£155,441. Administrative expenses were £46,518 (2012: £48,502).
On November 2012 the company made a short term loan of £50,000 to Regency Mines plc, which was fully
repaid in 2013. A convertible loan held by Starvest plc for £70,000, repayable on 25 July 2013, was repaid
by the issue of 24 million ordinary shares at a price of 0.25 pence per share, together with a cash
payment of £10,000.
Since the year end, Starvest plc has made a loan of £20,000 repayable on 31st December 2014. Clearly the
company cannot continue to suffer repeated losses, and barring a sudden but unlikely improvement in share
prices and asset values, the directors must and will find a new direction for the company.
Date: 30 May 2014
REPORT OF THE DIRECTORS
The directors present their report with the financial statements of the company for the year ended 31
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
REVIEW OF BUSINESS
The results for the year and financial position of the company are as shown in the annexed financial
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
No dividends will be distributed for the year ended 31 December 2013 (2012: £nil).
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
The directors shown below have held office during the whole of the period from 1 January 2013 to the date
of this report.
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
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
On 31 December 2013 the following were registered as being interested in 3% or more of the Company's
ordinary share capital:
31 December 2013 Percentage of
Ordinary Shares Issued Share
of 0.1p Each Capital
R B Rowan 117,983,333 56.2%
Starvest PLC 46,666,666 22.2%
S Dowling 21,250,000 10.1%
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 judgments 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.
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: 30 May 2014
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2013
Cost of sales 130,873 38,891
GROSS LOSS (130,873) (38,891)
Administrative expenses 46,518 48,502
OPERATING LOSS and LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (177,391) (87,393)
Tax on loss on ordinary activities
LOSS FOR THE FINANCIAL YEAR (177,391) (87,393)
Earnings per share expressed in pence per share:
Basic -0.09 -0.05
Diluted -0.09 0.05
BALANCE SHEET 31 DECEMBER 2013
Debtors 3,150 51,200
Investments 235,366 359,573
Cash at bank 18,081 31,281
Amounts falling due within one year 10,453 78,519
NET CURRENT ASSETS 246,144 363,535
TOTAL ASSETS LESS CURENT LIABILITIES 246,144 363,535
CAPITAL AND RESERVES
Called up share capital 498,760 474,760
Share Premium 458,882 422,882
Profit and loss account (711,498) (534,107)
SHAREHOLDERS' FUNDS 246,144 363,535
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMEBER 2013 £ £
Net cash inflow/(outflow) from operating activities 3,826 (104,547)
Taxation (360) -
Capital expenditure and financial investment (6,666) (80,711)
Financing (10,000) -
Decrease in cash in the period (13,200) (185,258)
Reconciliation of net cash flow to movement in net funds
Decrease in cash in the period cash outflow from decrease in debt (13,200) (185,258)
Change in net funds resulting from cash flows (3,200) (185,258)
Adjustment to equity element on convertible loan - (4,000)
Share issue as debt settlement
Movement in net funds/(debt) in the period 56,800 (189,258)
Net (debt)/funds at 1 January (38,719) 150,539
Net funds/(debt) at 31 December 18,081 (38,719)
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
4th Floor, Queen Victoria House, 41-43 Victoria Street, Douglas, Isle of Man, IM1 2LF, by email to
email@example.com or from the ICAP website at www.icap.com.
CORPORATE ADVISER CONTACT DETAILS:
Alexander David Securities Limited
Telephone: +44 (0) 20 7448 9820
45 Queen Victoria Street, London, EC4N 4SA