Ronaldsway Private Equity Plc

August 30, 2013 10:59 ET

Preliminary Unaudited Results for year end 31.03.13

                                       Ronaldsway Private Equity Plc
                                      ("Ronaldsway" or the "Company")
              Preliminary Announcement of Unaudited Results for the year ended 31 March 2013



Having  joined  the Board on 10th December 2012, I am pleased to present my review of the Company  for  the
financial year beginning 1st April 2012 and ending 31st March 2013.

Ronaldsway was incorporated in 2006. It has gone through various challenges and changes over this time.  In
December  2012  and in January 2013 respectively, Graham Rose and Marcus Yeoman resigned as  Directors  and
Andy  Hasoon and Adele Thackray were appointed to the Board of Ronaldsway Private Equity plc. On 8th August
2013 we announced that Adele Thackray had resigned and John Leece, a qualified Chartered Accountant, joined
the Board as Non-Executive Director.

The Current Board as of August 2013 is:
Andy Hasoon - Executive Chairman.
John Leece (ACA) - Non Executive Director.

At  the  time of the Board changes in 2012, the Company was effectively a very small cash shell  listed  on
ISDX and held investments in the following:

-     Fast Bet Solutions Plc (we own 1,538,461 ordinary shares) - Fast Bet was a PLUS/ISDX company which
      was suspended in 2012 and has subsequently left the market. We consider these shares of no value at this

-     MSGI  Inc.  (USD 125,000 loan note) - A promissory note for USD 125k was signed to this  US  based
      company  registered in Nevada, whose primary offices were located at: 575 Madison Avenue, 10th Floor, New
      York, New York 10022. The note earned interest at 25%, was signed on 11th April 2011 and defaulted on
      11thJuly 2011 when the full amount of the loan was meant to be repaid. We are investigating whether there
      is any possibility that the loan can be repaid or recouped.

-     Port  Erin  Biopharma  Investments Ltd (we own 500,000 warrants at  12.5p  which  will  expire  in
      September 2013) -  Port Erin was incorporated on 3rd May 2011 under the law of the Isle of Man for the
      purpose of investing in the biotechnology and biopharmaceutical sector. More information can be found at: As the current share price is circa 8p and due to the impending expiry
      date of the warrants, we consider these of no value at this time.

-     In  November  2012,  the  Company  made a GBP 35,000 equity investment  in  Elevate  Platform  Ltd
      ("Elevate").  On reviewing the status of this investment we decided in February 2013 to swap this equity
      stake for shares in three AIM-listed companies which were then sold for cash in March, April and May 2013.

During January, February and March (Q1) 2013 the Company focused on the following:

1)      Reviewing the current state of the business and sorting out two immediate issues:

          a) The Company has costs of circa GBP 45k per annum to run itself on ISDX without paying any fees to
             Directors. As the company had no income and a diminishing cash balance to pay these costs and almost none
             for investment we needed to focus on this issue urgently.   Since January 2013 the company has begun to
             invoice for services and the objective is to generate enough income to cover the working capital costs of
             the Company.

          b) We had two issues with HM Revenue and Customs (HMRC) relating to Corporation Tax and VAT. Both
             have now been addressed to the satisfaction of HMRC.

2)      Putting  in  place  a  coherent strategy for generating income and taking the business  forward  to
        deliver value for our shareholders.

          a. We have put in place a simple investment strategy to invest in early stage, growing companies, in
             the media, technology and education sectors. Our focus will be to help them achieve and improve profitable
             revenue generation capabilities through 'step changing' business development activities. Our secondary
             focus is to help them secure the right funding to achieve this growth.

          b. We want our Company to be a focused investment and advisory services firm, providing guidance to
             the top management of growth-oriented organisations and institutions. These entities need help putting in
             place the foundations to scale their business through business development activities. Once we have worked
             out that strategy with them we can then put in place a robust funding solution (including finding
             strategic partnerships, or executing mergers and acquisitions). Our role is to help management and  
             shareholders develop their vision and achieve their objectives through organic growth, acquisitive 
             expansion and/or a sale of their business.
          c. We generate income from advisory fees on transactions in the form of cash, equity, warrants and/or
             options, management fees, retainers, and success based fees for helping secure new business or funding
             through business development activities including grants, commissions, licensing fees, advances, royalties
             and other mechanisms in support of our partner and portfolio companies. For example if we can help say 10
             businesses a year, then over 5 years that means we earn fees and own equity stakes in 50+ companies. By
             helping realize these investments we believe this will deliver significant value to our shareholders.
          d. Our overall objective is for our annual fee income to cover the majority of the working capital of
             the business but it is also the Company's intention that additional cash will be raised in the near future
             via an equity placing in order to invest in our media, technology and education-related portfolio

3)      As  a  means  of  attracting potential clients to the Company, we organized,  in  association  with
        Engage Production Limited an event called held at the Truman Brewery off London's
        famous Brick Lane on 31st January 2013. This event showcased over 25 innovative high growth companies in
        the media, technology and education sectors to two audiences: potential corporate customers and investors.
        Over 650 people registered to attend the event and it was deemed an industry success. You can find out more
        and watch videos of the event at:

        We  have  now incorporated the assets of this event into a new company called: FLUX Impact  Limited
        and we own 51% of the equity (the other 49% is owned by Engage Production Limited). We also have  a
        loan note on the balance sheet for GBP 115,800. The company has a full business plan to run further
        sponsored  events  and  is currently securing a strategic partner to help run  the  business  going
        forward. Offers have already been made to run paid for events in London, Dubai and the USA.

You  will note that in 2013 we generated some income versus none in 2012 - this was due to the first  new
contracts  coming on stream in the last months of the financial year for the new business initiatives  we
have  summarized above. This has resulted in reduced losses compared to 2012. The Company's loss for  the
year  after  taxation  was GBP 66,885 (2012: GBP 185,727 loss) and the loss per share  was  0.52p  versus
(2012: 1.48p loss). The Directors do not recommend the payment of a dividend (2012: GBP nil).

The  Company  has already secured several fee generating, equity and success based contracts  which  will
improve  the balance sheet in 2013/2014. For example: we mentioned earlier our investment in FLUX  Impact
Limited  which  includes a loan note, equity and monthly fees for services provided; we  have  secured  a
monthly  retainer plus equity in Engage Production Limited (; we have secured  a
contract   with   Bull   Roger   Limited  (  and  Rare   Corporate   Design   Limited
(  to facilitate their merger and assist on business development  activities;  we
are assisting Sherston Software Limited ( on business development growth following
its receipt of over GBP1m in new funding this summer from IQ Capital and NESTA.

These  revenues are vital for the Company going forward as they will provide an income stream that covers
the basic overheads of the company for the next year. Now that we have addressed these issues and put  in
place  various solutions described above and those we plan to implement, we hope to improve  the  balance
sheet  substantially over the next 12 months. By generating revenues, securing equity in new  businesses,
and  hopefully raising funds so we can co-invest in existing or new portfolio companies, we are making  a
significant change to the Company going forward.

We  will be calling an AGM shortly at which we will, amongst other things, propose that the Company  name
is  changed  from  Ronaldsway Private Equity plc to Milamber Ventures plc. We believe that  changing  the
Company's name will help to put the legacy issues behind us and emphasize the Company's new direction.

I  will  be  converting GBP 50,000 of investment I have made in the Company into  equity  as  part  of  a
fundraising we intend to carry out shortly. I will also be offering our existing shareholders the  chance
to participate in that round whilst also aiming to secure new investors to broaden the shareholder base.

I would like to thank the previous and today's members of our Board, our advisors, and our shareholders for
their continuing support during this period and moving forward.

Yours sincerely,

Andy Hasoon

30th August 2013

UNAUDITED PROFIT AND LOSS ACCOUNT                                                   
                                                                          2013             2012
                                                                          GBP              GBP
Turnover                                                                  102,550          -
Cost of sales                                                             (71,185)         -
Gross profit                                                              (31,365)         -
Administrative expenses                                                   (83,747)       (44,262)
Total operating loss                                                      (52,382)       (44,262)
Loss on disposal of investments                                           (17,003)      (161,038)
Finance income                                                                  -         19,573
LOSS ON ORDINARY ACTIVITIES BEFORE TAX                                    (69,385)      (185,727)
Tax on ordinary activities                                                  -              -
LOSS ON ORDINARY ACTIVITIES AFTER TAX                                     (69,385)      (185,727)
Loss per share attributable to owners of the Company during the            pence            pence
Basic and fully diluted:                                                            
Continuing and total operations                                           (0.54)           (1.48)


                                                                           2013            2012
                                                                           GBP              GBP
Loss on ordinary activities after tax                                     (69,385)      (185,727)
Adjustment to market value of investments                                 (52,711)       (52,859)
TOTAL GAINS AND LOSSES RECOGNISED SINCE LAST FINANCIAL                   (122,096)      (238,586)

AS AT 31 MARCH 2013
                                                                           2013            2012
                                                                            GBP             GBP
FIXED ASSETS                                                                                     
Investments                                                                 2,184         49,945
                                                                            2,184         49,945
CURRENT ASSETS                                                                                   
Debtors                                                                   132,500        144,040
Cash at bank                                                                  709          9,742
                                                                          133,209        153,782
Amounts falling due within one year                                       (74,283)       (20,521)
NET CURRENT ASSETS                                                         58,926        133,261
NET ASSETS                                                                 61,110        183,206
CAPITAL AND RESERVES                                                                             
Share capital                                                             127,631        127,631
Share premium                                                             658,222        658,222
Equity reserve                                                             27,753         27,753
Revaluation reserve                                                      (105,569)       (52,859)
Profit and loss account                                                  (646,926)      (577,541)
TOTAL SHAREHOLDERS' FUNDS                                                  61,110        183,206


                                                                            2013            2012
                                                                            GBP             GBP
NET CASH OUTFLOW FROM OPERATING ACTIVITIES                                 12,920       (180,524)
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE                                                          
Interest received                                                              -              42
Net cash inflow from returns on investments and servicing of finance           -              42
TAXATION                                                                       -               -
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT                                                             
Purchases of investments                                                  (35,000)       (133,273)
Proceeds from disposal of investments                                      13,047         139,788
Net cash outflow from capital expenditure and financial investment        (21,953)          6,515
DECREASE IN NET CASH                                                       (9,033)       (173,967)
RECONCILIATION TO NET CASH                                                                               
Net cash at beginning of year                                               9,742         183,709
Decrease in net cash                                                       (9,033)       (173,967)
NET CASH AT END OF YEAR                                                       709           9,742

The  financial information set out above has not been extracted from audited information or agreed with the
Company's auditor.

If it becomes known to the Directors of the Company that the audit report is to be qualified or modified in
relation  to  going  concern status or otherwise, the terms of such qualification or modification  will  be
announced immediately.

The Directors of the Company accept responsibility for the contents of this announcement.

-- Enquiries --

Ronaldsway Private Equity Plc
Andy Hasoon
T: 07768 875 681

Peterhouse Corporate Finance Limited
Mark Anwyl and Heena Karani
T: 020 7469 0930

Contact Information

  • Ronaldsway Private Equity Plc