HELLENIC CAPITAL PLC
(the “Company”)
RESULTS FOR YEAR ENDED 31ST DECEMBER 2017
Chairman’s Statement
I am pleased to present the present the strategic report on the Company for the year ended 31
st December 2017 together with the audited, consolidated financial statements for the same period signed on 8
th March 2018 and certain of the notes thereto.
Financial results
The loss of the year before and after taxation was £8,926 (2016: £23,412). Cash in the bank at the end of December 2016 was £272 (2016: £72,605). Shareholders’ attention, however, is drawn to note 14 below to the financial statements, which details certain significant, post- balance sheet events.
The directors consider the results for the year to be in line with expectations at the beginning of the second half of 2017.
Review of business
The Company has been seeking potential acquisitions and investment opportunities since its flotation
on what is now the NEX Exchange Growth Market. During the year under review, the Company had not yet commenced formal due diligence on any particular
opportunity but the board intends to complete a transaction as soon as it finds a suitable target. The
Company seeks to invest in assets in the UK property market and/or the African resources sector.
On 30 June 2017, the Company purchased an investment property in Leeds for £200,000 plus
expenses, using the cash resources of the Company together with a short-term loan. The existing
tenant subsequently surrendered their lease by mutual consent and paid an amount of £22,500 in
exchange for early termination; this forms the Company’s income for the year. After the year end
terms have been agreed to sell the property for £235,000, and a £5,000 non-refundable deposit has
been received by the Company,
although contracts have not yet been exchanged.
In November 2017, a placing an open offer was made by the Company; the placing shares were
allotted immediately after the year end. The gross proceeds from the issuance of new shares were
£180,500.
Net funds received from the placing have been used to repay the loan on the investment property, thus
substantially de-leveraging the Company.
Board changes
On 12 January 2017, Graham Jones joined Gavin Burnell and me on the board, bringing with him a wealth of
experience in the commercial property sector. Mr. Burnell resigned as a director
on 30 June 2017 and I would like to thank him for his assistance.
On 12 December 2017 Simon Grant-Rennick was appointed to the board. He has extensive
experience of continental Africa and the mining and natural resources sector as a whole. Since Mr
Grant-Rennick’s appointment as a director, the Company has been actively evaluating potential
investments. Further announcement(s) will be made as and when necessary.
Future developments
The directors remain focused on looking for opportunities where businesses or companies that they
consider have the potential to produce a favourable return for shareholders in the short- or medium-
terms.
Principal risks and uncertainties
Given the nature of the business and activity of the Company, the Directors believe that the Company
is not exposed to significant risks other than liquidity risk. The Company’s continued future operations
depend on the ability to hold sufficient working capital to be able to meet its financial obligations. The
Directors are confident that there is adequate funding to finance immediate working capital
requirements.
Mark Jackson, MBA, FCA, |
Chairman,
Kingston upon Hull, 9th March 2018 |
Hellenic Capital plc; Statement of Comprehensive Income |
Year ended 31st December 2017
|
|
2017 |
2016 |
Note |
£ |
£ |
Turnover |
4 |
22,500 |
– |
|
|
|
|
|
——————– |
————– |
Gross profit |
22,500 |
– |
Administrative expenses |
22,997 |
23,412 |
|
|
——————– |
——————– |
Operating loss |
5 |
(497) |
(23,412) |
Interest payable and similar expenses |
7 |
8,429 |
– |
|
——————– |
——————– |
Loss before taxation |
(8,926) |
(23,412) |
Tax on loss |
8 |
– |
– |
|
——————– |
——————– |
Loss for the financial year and total comprehensive income |
(8,926) |
(23,412) |
|
============ |
============ |
All the activities of the Company are from continuing operations.
Hellenic Capital plc Statement of Financial Position |
31st December 2017
|
|
2017 |
2016 |
Note |
£ |
£ |
Fixed assets
Tangible assets |
9 |
204,436 |
– |
Current assets
Debtors |
10 |
20,084 |
3,029 |
Cash at bank and in hand |
272 |
72,605 |
|
——————– |
——————– |
|
20,356 |
75,634 |
Creditors: amounts falling due within one year |
11 |
166,575 |
9,363 |
|
——————– |
——————– |
Net current (liabilities)/assets |
(146,219) |
66,271 |
|
——————– |
——————– |
Total assets less current liabilities |
58,217 |
66,271 |
|
——————– |
——————– |
Net assets |
58,217 |
66,271 |
|
============ |
============ |
Capital and reserves
Called up share capital |
12 |
62,190 |
61,890 |
Share premium account |
13 |
174,116 |
173,544 |
Profit and loss account |
13 |
(178,089) |
(169,163) |
|
——————– |
——————– |
Members’ funds |
58,217 |
66,271 |
|
============ |
============ |
Hellenic Capital plc Statement of Changes in Equity
Year ended 31st December 2017 |
|
Called up share capital |
Share premium account |
Profit and loss account |
Total |
|
£ |
£ |
£ |
£ |
At 1 January 2016 |
61,890 |
173,544 |
(145,751) |
89,683 |
|
|
|
|
|
Loss for the year |
|
|
(23,412) |
(23,412) |
|
—————— |
—————— |
—————— |
—————— |
Total comprehensive income for the year |
– |
– |
(23,412) |
(23,412) |
|
|
|
|
|
At 31 December 2016 |
61,890 |
173,544 |
(169,163) |
66,271 |
|
|
|
|
|
Loss for the year |
|
|
(8,926) |
(8,926) |
|
—————— |
—————— |
—————— |
—————— |
Total comprehensive income for the year |
– |
– |
(8,926) |
(8,926) |
|
|
|
|
|
Issue of shares |
300 |
572 |
– |
872 |
|
————– |
————– |
————– |
————– |
Total investments by and distributions to owners |
300 |
572 |
– |
872 |
|
|
|
|
|
|
—————— |
—————— |
—————— |
—————— |
At 31 December 2017 |
62,190 |
174,116 |
(178,089) |
58,217 |
|
========== |
========== |
========== |
========== |
Hellenic Capital plc Statement of Cash Flows
Year ended 31st December 2017 |
|
2017 |
2016 |
|
£ |
£ |
Cash flows from operating activities
Loss for the financial year |
(8,926) |
(23,412) |
Adjustments for: |
|
|
Depreciation of tangible assets |
927 |
– |
Interest payable and similar expenses |
8,429 |
– |
Accrued expenses/(income) |
1,275 |
(390) |
Changes in: |
|
|
Trade and other debtors |
(17,055) |
11 |
Trade and other creditors |
143,437 |
511 |
|
——————– |
——————– |
Cash generated from operations |
128,087 |
(23,280) |
Interest paid |
(8,429) |
– |
|
——————– |
——————– |
Net cash from/(used in) operating activities |
119,658 |
(23,280) |
|
============ |
============ |
Cash flows from investing activities
Purchase of tangible assets |
(205,363) |
– |
|
——————– |
——————– |
Net cash used in investing activities |
(205,363) |
– |
|
|
|
Cash flows from financing activities
Proceeds from issue of ordinary shares |
872 |
– |
Proceeds from borrowings |
190,500 |
– |
Repayments of borrowings |
(178,000) |
– |
|
——————– |
——————– |
Net cash from financing activities |
13,372 |
– |
|
|
|
Net decrease in cash and cash equivalents |
(72,333) |
(23,280) |
Cash and cash equivalents at beginning of year |
72,605 |
95,885 |
|
|
|
Cash and cash equivalents at end of year |
272 |
72,605 |
These
financial statements
were approved by the
board of directors
and authorised for issue on
8
th March 2018
, and are signed on behalf of the board by: Mr Jackson Director
Hellenic Capital plc
Selected notes to the Financial Statements
Year ended 31st December 2017
1. General information
The
Company is a
public company
limited by shares
, registered in
England and Wales
.
The address of the registered office is
6th Floor
,
60 Gracechurch Street
,
London
,
United
Kingdom
,
EC3V 0HR
.
2. Statement of compliance
These
financial statements
have been prepared in compliance with FRS 102, ‘The Financial
Reporting Standard applicable in the UK and the Republic of Ireland’.
3. Accounting policies
(a) Basis of preparation
The
financial statements
have been prepared on the historical cost basis, as modified by the
revaluation of certain financial assets and liabilities and investment properties measured at fair
value through profit or loss.
The
financial statements
are prepared in sterling, which is the functional currency of the entity.
(b) Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements,
estimates and assumptions that affect the amounts reported. These estimates and judgements
are continually reviewed and are based on experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.
Significant judgements
There are no judgements (apart from those involving estimations) that management has made in
the process of applying the entity’s accounting policies and that have the most significant effect
on the amounts recognised in the financial statements.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will
rarely equal the related actual outcome. There are no key assumptions and other sources of
estimation uncertainty that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year.
(c) Revenue recognition
The turnover shown in the profit and loss account represents income derived from the surrender
of premium, exclusive of Value Added Tax.
Revenue from the rendering
of services is measured by reference to the stage of completion of
the service transaction at the end of the reporting period provided that the outcome can be
reliably estimated.
When the outcome cannot be reliably estimated, revenue is recognised only
to
the extent that expenses recognised are recoverable.
(d) Tangible assets
Tangible assets
are initially recorded at cost, and subsequently stated at cost less any
accumulated depreciation and impairment losses. Any
tangible assets
carried at revalued
amounts are recorded at the fair value at the date of revaluation less any subsequent
accumulated depreciation and subsequent accumulated impairment losses.
An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other
comprehensive income and accumulated in equity, except to the extent it reverses a revaluation
decrease of the same asset previously recognised in profit or loss. A decrease in the carrying
amount of an asset as a result of revaluation is recognised in other comprehensive income to
the extent of any previously
recognised revaluation increase accumulated in equity in respect of
that asset. Where a revaluation decrease exceeds the accumulated revaluation gains
accumulated in equity in respect of that asset, the excess shall be
recognised in profit or loss.
(e) Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual
value, over the useful economic life of that asset as follows:
|
Investment property |
– |
2% straight line |
(f) Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable
amount being estimated where such indicators exist. Where the carrying value exceeds the
recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for
possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable
amount of an individual asset, an estimate is made of the recoverable amount of the
cash-generating unit to which the asset belongs. The cash-generating unit is the smallest
identifiable group of assets that includes the asset and generates cash inflows that largely
independent of the cash inflows from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the cash-generating units that are expected to benefit from
the synergies of the combination, irrespective of whether other assets or liabilities of the
Company are assigned to those units.
4. Turnover
Turnover
arises from:
|
2017 |
2016 |
|
£ |
£ |
Surrender premium |
22,500 |
– |
|
============ |
============ |
The whole of the
turnover
is attributable to the principal activity of the
Company wholly undertaken
in the United Kingdom.
5. Operating profit
Operating profit or loss is stated after charging:
|
2017 |
2016 |
|
£ |
£ |
Depreciation of tangible assets |
927 |
– |
|
============ |
============ |
7. Interest payable and similar expenses
|
2017 |
2016 |
|
£ |
£ |
Interest payable |
8,429 |
– |
|
============ |
============ |
9. Tangible assets
|
Investment property |
|
£ |
Cost |
|
Additions |
205,363 |
|
——————– |
At 31 December 2017 |
205,363 |
|
============ |
Depreciation |
|
Charge for the year |
927 |
|
——————– |
At 31 December 2017 |
927 |
|
============ |
Carrying amount |
|
At 31 December 2017 |
204,436 |
|
============ |
|
|
10. Debtors
|
2017 |
2016 |
|
£ |
£ |
Prepayments and accrued income |
18,412 |
3,029 |
Other debtors |
1,672 |
– |
|
——————– |
——————– |
|
20,084 |
3,029 |
|
============ |
============ |
11. Creditors: amounts falling due within one year
|
2017 |
2016 |
|
£ |
£ |
Trade creditors |
5,139 |
5,763 |
Accruals and deferred income |
14,875 |
3,600 |
Directors’ loan accounts |
12,500 |
– |
Other creditors |
134,061 |
– |
|
——————– |
——————– |
|
166,575 |
9,363 |
|
============ |
============ |
12. Called up share capital
Issued, called up and fully paid
|
2017 |
2016 |
|
No. |
£ |
No. |
£ |
Ordinary shares of £0.001 each |
62,189,500 |
62,190 |
61,889,500 |
61,890 |
|
============ |
============ |
============ |
============ |
During the year 300,000 ordinary shares with aggregate nominal value of £300 were allotted for consideration of
£1,500.
13. Reserves
Share premium account – This reserve records the amount above the nominal value received for
shares sold, less transaction costs.
Profit and loss account – This reserve records retained earnings and accumulated losses.
14. Events after the end of the reporting period
On 5 January 2018, under a placing, 35,800,000 shares of 0.1p each were issued for cash at
0.5p, raising gross proceeds of £179,000. Included in this placing were the directors/parties
concerned with them, as follows:
GF Jones – 800,000 shares
M Jackson (via HSBC Global Custody nominees (UK) Limited) – 6,000,000
Alpha Corporate Services Limited (a trust advised by S Grant-Rennick) – 27,000,000 shares
Following the placing there were 97,989,500 shares in issue.
Since the year end agreement has been reached to sell the investment property for £235,000
less costs. A non-refundable deposit of £5,000 has been received from the purchaser, but
contracts have not yet been exchanged.
15. Related party transactions
In January 2017, share options exercisable at £0.004 were issued to directors as follows:
G Burnell – 2,000,000 shares
M Jackson – 5,000,000 shares
G Jones – 2,000,000 shares
The options vested immediately and have a life of ten years.
It has been resolved that Directors will take no remuneration until the net assets of the Company
have reached £500,000 and these share options have therefore been issued in lieu of salary.
As at 31 December 2017, certain Directors were owed the following amounts by the Company:
S Grant-Rennick – £10,000
M Jackson – £2,500
16. Controlling party
The Directors believe there to be no ultimate controlling party.
This announcement has been made after due and careful consideration; the directors of the Company accept responsibility for the information contained in it.