Chalkstream Investment Company plc

March 17, 2015 09:15 ET

Final Results




The directors present the strategic report and financial statements for the year ended 30 November 2014.

Review of the business
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 40 acquisition possibilities. Last  year  the  Board
reached  relatively  advanced  discussion with two companies, however it was agreed  by  the  Board  that  neither
opportunity was suitable. No funds were spent as part of the due diligence. Whilst the IPO market has  provided  a
positive backdrop for discussion, the Board has noted that pricing expectations among some private companies  have
materially increased.

The  Company  has maintained its ISDX listing with minimal overheads and, as at period end, the cash  balance  was
over  £679,000. We will continue to maintain tight control of the Company's resources which we consider more  than
adequate to support current levels of expenditure.

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.

On behalf of the board

Mr Dominic Buch
12 March 2015
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 2014 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 12 March 2015.

The  Annual Report of Chalkstream Investment Company Plc for period ended 30 November 2014 is available upon  request
from the Company's registered office at Finsgate, 5-7 Cranwood Street, London, EC1V 9EE.


                                                                                2014                            2013
                                                                                   £                               £
 Administrative expenses                                                     (50,441)                        (73,984)
 Share based payment                                                          (3,562)                        (20,109)
                                                                             --------                        --------       
 Operating loss                                                              (54,003)                        (94,093)
 Other interest receivable and similar                                                                     
 income                                                                          707                             722
                                                                             --------                        --------         
 Loss on ordinary activities before                                                                        
 taxation                                                                    (53,296)                        (93,371)
 Tax on loss on ordinary activities                                                -                               -
                                                                             --------                        --------        
 Loss for the year                                                           (53,296)                        (93,371)
                                                                             --------                        --------

 Basic and diluted loss per share                                             (0.01p)                         (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.


                                                                           2014                           2013
                                                                         £       £                     £       £
  Current assets
  Debtors                                                              7,584                          9,057  
  Cash at bank and in hand                                           679,300                        727,503  
                                                                     --------                       --------
                                                                     686,884                        736,560
  Creditors: amounts falling due within                                                                      
  one year                                                            (4,880)                        (4,822)
                                                                     --------                       --------          
  Total assets less current liabilities                                        682,004                  731,738
                                                                              ========                  ========       
  Capital and reserves
  Called up share capital                                                      805,000                   805,000
  Other reserves                                                                23,671                    20,109
  Profit and loss account                                                     (146,667)                  (93,371)
                                                                              ---------                  --------  
  Shareholders' funds                                                          682,004                   731,738
                                                                              =========                 =========


                                                             2014                                     2013
                                                      £                 £                      £                £

 Net cash outflow from operating activities                       (48,910)                                (78,219)

 Returns on investments and servicing of
 Interest received                                  707                                       722
                                                 --------                                 -------- 
 Net cash inflow for returns on investments
 and servicing of finance                                             707                                     722

  Net cash outflow before management of liquid                    --------                                --------
  resources and financing                                         (48,203)                                (77,497)
  Issue of ordinary share capital                     -                                   805,000
  Net cash (outflow)/inflow from financing                              -                                 805,000
                                                                  --------                               --------
  (Decrease)/increase in cash in the year                         (48,203)                                727,503
                                                                  --------                               --------


 1     Accounting policies

 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 convention.

 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 discounted.

 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 recognized over the shorter of the lease term
       and  a period ending on a date from which it is expected that 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 the 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

 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 for the assumptions  used  in  the  share  based  payment

 2     Loss per share

       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:
                                                                                              2014            2013
                                                                                             Pence           Pence
       Loss per ordinary share                                                                                    
       - basic                                                                                0.01            0.02
                                                                                                 £               £
       Loss for period                                                                      53,296          94,093
       Weighted average number of shares in issue                                                                 
       -basic                                                                          805,000,000     535,615,000

Contact Information

  • Chalkstream Investment Company plc