Chapmore Plc

April 30, 2012 07:52 ET

Final Results - Year ended 30 November 2011



Highlights for the year to 30 November 2011

In  the  year to 30 November 2011 Chapmore plc ("Chapmore" or the "Company")  reported a loss of  GBP85,965
(2010:  GBP48,720) and a net worth of GBP19,416 (2010: GBP(82,571)),  however to secure the position of  the
company,  the Board negotiated equity funding of Euros 250,000 from a Norwegian investor, the first  tranche  of
which  was  provided  in September 2011. This funding round saw stock being placed at 1.68p  per  share,  a
significant premium to the market price at the time.

The  year  saw  a  change  in management with the appointment of Mr Haakan Tollefsen,  a  Norwegian  serial
entrepreneur,  and  Mr  Joaquin Hinojosa Porras, who is Spanish and has more than 30 years'  experience  in
property. Since the year end Mr Michael Mathiesen decided to resign to pursue other business interests.

The  directors  have continually assessed the economic climate and cash position of the business  and  have
considered  a  number  of proposals for the company. However to date none of these were  found  to  deliver
sufficient shareholder value, which looking forward is the main objective of the board, and we continue  to
explore projects in respect of this.

Risk and uncertainties

Risks  and  uncertainties which the Company faces as part of its business are discussed in note 18  of  the
financial statements.

Other business risks

Other risks faced by the Company include the following:

    i.      inadequate  financial controls could result in misappropriation of assets, loss of  income  and
            debtor receipts and overstatement of net asset values. The Board regularly reviews internal procedures
            and management accounts and subjects the books and records of the Company to an annual audit; and

    ii.     loss of key staff could affect operating returns. The quality of the management team is a crucial
            factor in delivering good performance and the Company develops its remuneration packages in order to
            retain key staff.

I would like to take this opportunity to thank shareholders and, now former, employees for their continued

T Kristensen
Executive Chairman

30 April 2012

The Directors of the Issuer accept responsibility for this announcement.


Tom Kristensen
Chapmore plc
Tel:  +44 (0) 7734 266 119

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

for the year ended 30 November 2011

                                                        Year ended                      Period ended
                                                     30 November 2011                 30 November 2010
                                                               GBP                             GBP
 Income                                                     17,786                               -
 Administrative expenses                                  (108,662)                        (48,720)
 Exceptional item - Share based                                                                            
 payment charge                                               (756)                              -
                                                           -------                         ------- 
 Total administrative expenses                            (109,418)                        (48,720)
                                                           -------                         -------
 Operating loss                                            (91,632)                        (48,720)

 Profit on disposal of                                                                                     
 discontinued operations                                     5,667                               -
                                                           -------                         -------  
 Loss on ordinary activities                                                                               
 before interest                                           (85,965)                        (48,720)
                                                           -------                         -------    
 Interest receivable                                             -                               -
 Loss on ordinary activities                                                                               
 before taxation                                           (85,965)                        (48,720)
 Taxation                                                        -                               -
                                                           -------                         -------                     
 Loss for the financial year                               (85,965)                        (48,720)
                                                           =======                         =======                     
 Earnings per share from continuing and total                                                              
 operations attributable to the equity
 Basic and Diluted:                                                                                        
 On total earnings                                           (0.67)p                         (0.62)p
 On continuing earnings                                      (0.67)p                         (0.62)p
Except as disclosed, all of the Company's operations are classed as continuing. There were no gains or
losses in the period other than those included in the above profit and loss account.

as at 30 November 2011
                                                           30 Nov 2011                     30 Nov 2010
                                                                   GBP                             GBP
 Tangible fixed assets                                                                      
 Plant and equipment                                                 -                             910
 Investments in subsidiaries                                         -                               -
                                                               -------                         ------- 
 Total tangible fixed assets                                         -                             910
 Current assets                                                                                            
 Debtors                                                        46,808                               -
 Cash at bank                                                   52,916                               -
                                                               -------                         -------  
 Total current assets                                           99,724                               -
 Current liabilities                                                                                       
 Creditors                                                     (72,928)                        (83,481)
                                                               -------                         -------                                                                                                             
 Net current (liabilities)/assets                               26,796                         (83,481)
                                                               -------                         -------                                                                                                          
 Total assets less current liabilities                          26,796                         (82,571)
 Creditors:  amounts falling due after more  
 than one year                                                  (7,380)                              -
                                                               -------                         -------
 Net assets/(liabilities)                                       19,416                         (82,571)
                                                               =======                         ======= 

 Capital and reserves                                                                                      
 Ordinary share capital                                        423,038                         390,322
 Share premium                                                 301,853                         152,914
                                                               -------                         -------
                                                               724,891                         543,236
 Share based payment reserve                                   136,956                         136,200
 Loan note equity reserve                                        5,541                               -
 Profit and loss account                                      (847,972)                       (762,007)
                                                               -------                         -------
 Total shareholders' funds                                      19,416                         (82,571)
                                                               =======                         =======

for the year ended 30 November 2011
                                                            Year ended                      Year ended
                                                           30 Nov 2011                     30 Nov 2010
                                                                   GBP                             GBP

 Net cash generated from/(used in) operating 
 activities                                                   (115,176)                              9
 Returns on investment and servicing of finance                      -                               -
 Capital expenditure and financial investment                        -                               -
 Acquisitions and disposals                                        910                               -
                                                               -------                         -------                                                                                                             
 Cash  inflow/(outflow) before use of  liquid  resources      (114,266)                              9
 and financing
 Issue of shares                                               132,182                               -
 Proceeds from issue of convertible loan                        35,000                               -
                                                               -------                         -------
 Net cash inflow from financing                                167,182                               -
                                                               -------                         -------                                                                                                              
 Increase in cash in the year                                   52,916                               9
                                                               =======                         =======
 Reconciliation of operating loss to net cash outflow                                                         
 from operating activities
 Operating loss                                                (85,965)                        (48,720)
 Decrease/(Increase) in debtors                                (46,808)                        100,344
 (Decrease) in creditors                                       (32,632)                        (51,919)
 Depreciation                                                        -                             304
 Share based payments                                           50,229                               -
                                                               -------                         -------                                                                                                             
 Net (outflow)/inflow from operating activities               (115,176)                              9
                                                               =======                         =======
 Reconciliation of net cash flow to movement of funds                                                         
 Increase in cash in the period                                 52,916                               9
                                                               -------                         -------                                                                                                              
 Movement of funds in the period                                52,916                               9
 Net funds at 1 December 2010                                        -                              (9)
                                                               -------                         -------
 Net funds at 30 November 2011                                  52,916                               -
                                                               =======                         ======= 
Notes to the Financial Statements
for the year ended 30 November 2011

1  Statutory Information
   The  financial information contained in this statement has been extracted from the audited full accounts
   of  the  Company  and is presented using the same accounting policies. The audited full  accounts  which
   have  not  yet  been filed with the Registrar of companies include an unqualified report on  27th  April
   2012 from the auditors.
   Accounting policies
   Chapmore  Plc is a public limited company incorporated and domiciled in England & Wales. The  Company's
   ordinary shares are traded on the PLUS Market in London.
   The  Company's  financial  statements  have  been prepared in  accordance  with  applicable  accounting
   standards  (UK  Generally  Accepted Accounting Practice). A summary of the  more  important  accounting
   policies adopted are set out below.
   Basis of accounting
   The financial statements have been prepared under the historical cost convention.

   Going concern
   The  accounts have been prepared on the going concern basis. The Directors have reviewed the  financial
   performance  of  the Company since 30 November 2011 and have considered the Company's cash  projections
   for  the  12  months from the date of approval of these accounts. In doing so the Directors  have  paid
   particular  attention  to the Company's current financial position, and they are constantly  monitoring
   its  ability to meet liabilities as they fall due. Taking all these factors into account, the Directors
   of  the Company believe the going concern assumption remains valid and consider it appropriate to  draw
   up  the accounts on the going concern basis. Certain shareholders participating in the funding round in
   January  2011  have additionally committed to further fund the Company as and when this  should  become
   necessary. The accounts do not include any adjustments that would result if the Company was no longer a
   going concern.
   Critical accounting judgements and key sources of estimation uncertainty
   The  preparation  of  financial  statements in conformity with generally accepted  accounting  practice
   requires  management to make estimates and judgements that affect the reported amounts  of  assets  and
   liabilities  as well as the disclosure of contingent assets and liabilities at the balance  sheet  date
   and the reported amounts of revenues and expenses during the reporting period.
   Estimates  and  judgements 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 main areas of judgement and estimation relate to valuation of the carrying value of the investments
   in the Company's subsidiaries, share options and the recoverability of trade and other receivables.
   Share based payments
   In  determining  the fair value of equity settled share based payments and the related  charge  to  the
   profit  and  loss account, the Company makes assumptions about future events and market conditions.  In
   particular, judgement must be made as to the likely number of shares that will vest, and the fair value
   of  each  award  granted. The fair value is determined using a valuation model which  is  dependent  on
   further  estimates, including the Company's future dividend policy, the timing with which options  will
   be exercised and the future volatility in the price of the Company's shares.

   Share based payments (continued)

   Such assumptions are based on publicly available information and reflect market expectations and
   advice  taken from qualified personnel. Different assumptions about those factors to those made by  the
   Company  could  materially affect the reported value of share based payments. The carrying  amounts  of
   share based payments in these financial statements came to GBP136,956 (2010: GBP136,200).

   Recoverability of debtors and other receivables
   The  debtors and other receivables balances in the Company's balance sheet relate to a relatively small
   number of individual debtors. All individual balances are reviewed on a month by month basis.
   Whilst  every  attempt is made to ensure that any bad debt provision is as accurate as possible,  there
   remains  a  risk that the provisions do not match the level of debt which may ultimately  prove  to  be
   uncollectible.  The carrying amount for debtors in these financial statements, net  of  provisions,  is
   GBP46,808 (2010: GBPnil).
   Turnover recognition
   Turnover  comprises  the fair value of the consideration received or receivable and represents  amounts
   receivable for sales of services provided in the normal course of business, net of discounts,  VAT  and
   other sales related taxes.
   Sales of services
   Turnover  arising  from  the sale of consultancy services is recognised on the date  the  services  are
   invoiced to the client.
   Interest income
   Interest income is recognised on a time proportion basis using the effective interest method.
   Share based payments
   The  Company  has  applied the requirements of FRS 20 "Share-based payments". The  Company  has  issued
   equity  settled  share  based payments to certain employees. Equity-settled  share-based  payments  are
   measured at fair value determined at the date of grant, which is expensed on a straight line basis over
   the vesting period, based on the Company's estimate of shares that will eventually vest. In determining
   the fair value of equity settled share based payments  and  in  calculating  the  fair  value  and  the
   related   charge   to   the   income  statement,  by  use of a Black-Scholes  model,  the  group  makes
   assumptions about future events and market conditions and the likely number of shares that  will  vest.
   Different  assumptions  about these factors to those made by the Company could  materially  affect  the
   reported  value  of  share  based  payments. The proceeds received net  of  any  directly  attributable
   transaction costs are credited to share capital (nominal value) and share premium when the options  are

   The tax expense represents the sum of the tax currently payable and any deferred tax.
   The tax payable is based on any taxable profit for the year. Taxable profit differs from net profit  as
   reported  in  the income statement because it excludes items of income or expense that are  taxable  or
   deductible  in  other  years and it further excludes items that are never taxable  or  deductible.  The
   Company's  liability  for  current  tax  is calculated using  tax  rates  that  have  been  enacted  or
   substantially enacted by the balance sheet date.
   Deferred  taxation  is  provided for on a full provision basis on all timing  differences,  which  have
   arisen  but  not reversed at the balance sheet date. Deferred tax assets are recognised to  the  extent
   that  they are recoverable, that is, on the basis of all available evidence it is more likely than  not
   that  there will be sufficient taxable profits from which the future reversal of the underlying  timing
   differences can be deducted. Any assets and liabilities recognised have not been discounted.

   Foreign currencies

   Transactions in foreign currencies are translated at the exchange rate ruling at the date of the
   transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the
   rate of exchange ruling at the balance sheet date. Non-monetary items carried at fair value that are
   denominated in foreign currencies are retranslated at the rate prevailing on the date when the fair
   value was determined. Non-monetary items that are measured at historical cost in a foreign currency
   are not retranslated.
   Financial instruments
   Financial assets and financial liabilities are recognised on the Group's balance sheet when the Company
   becomes party to the contractual provisions of the instrument.
   Loans and receivables
   Loans and receivables are non-derivative financial assets with fixed or determinable payments that  are
   not  quoted in an active market. They arise when the Company provides money or services directly  to  a
   debtor  with  no  intention of trading the receivable. They are included in current assets.  Loans  and
   receivables are included in trade and other receivables in the balance sheet.
   Cash and cash equivalents
   Cash  and  cash  equivalents comprise cash held by the Company and short-term  bank  deposits  with  an
   original maturity of three months or less.
   Trade and other payables
   Trade  and  other  payables constitute amounts that become due and payable to suppliers  of  goods  and
   services and other third parties, and are included on the balance sheet under current liabilities.
   Share capital
   The  Company's  share capital comprises ordinary shares and deferred shares, which are  classified  as
   equity. All costs directly attributable to the issue of new shares or options are shown in equity as a
   deduction,  net of tax, from the proceeds. Costs directly attributable to the issue of new  shares  or
   options for the acquisition of a business are included in the cost of acquisition as the whole or part
   of the purchase consideration.

2  Earnings per share from continuing operations attributable to the equity shareholders
                                                                                    2011               2010
    Earnings                                                                         GBP                GBP
    Earnings  for  the purposes of basic and diluted earnings  per  share                                  
    being net loss attributable to equity shareholders:                                                    
    Total earnings                                                               (85,965)           (48,720)
    Earnings on continued operations                                             (85,965)           (48,720)
    Earnings on discontinued operations                                                -                  -
    Number of shares                                                                                       
    Weighted average number of ordinary shares for the purposes of  basic                                  
    earnings per share                                                        12,757,325          7,806,450
    Weighted average number of dilutive shares under option and
    warrant                                                                    1,322,603            850,000
                                                                              ----------          ---------
    Weighted  average  number  of ordinary shares  for  the  purposes  of                                  
    dilutive earnings per share                                               14,079,928          8,656,450
                                                                              ==========          ========= 
    Numbers of shares and dilutive instruments refer to the position after the 10 for 1 consolidation in
    January 2011.

                                                                                   2011               2010
    Earnings per ordinary share:                                                    GBP                GBP
    Basic and diluted on:                                                                                  
    Total earnings                                                              (0.67)p            (0.62)p
    Earnings on continued operations                                            (0.67)p            (0.62)p
    Earnings on discontinued operations                                             -                  -
   The  calculation  of  diluted  earnings per share assumes conversion of all  potentially  dilutive  ordinary
   shares,  all of which arise from share options and warrants.  A calculation is done to determine the  number
   of  shares  that  could have been acquired at fair value, based upon the monetary value of the  subscription
   rights attached to outstanding share options and warrants.

   Basic  earnings  per share are calculated by dividing the earnings attributable to ordinary shareholders  by
   the weighted average number of ordinary shares outstanding during the year. During the period diluted EPS is
   the same as the basic EPS as the effect of the options and warrants issued was anti-dilutive.

Contact Information

  • Chapmore Plc