EMMERSON PLC — Interim / Quarterly Report 2017

Dec 4, 2017

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RNS Number : 2915Y

Emmerson PLC

04 December 2017

Emmerson PLC

Report and Financial Statements

Emmerson PLC announces its interims results for the six month period ended 30 September 2017

For further information please contact:

FIM Capital Limited	Tel: +44 (0)1624 681250
Graham Smith

Chairman's report

Dear Shareholder

The Company continued to review a number of potential new investment opportunities during the period under review. Following this, on the 17 October 2017 Emmerson plc ("EML") entered into a binding Memorandum of Understanding with the board and principal shareholders of Moroccan Salts Limited ("MSL") regarding a proposed acquisition of 100% of the share capital of MSL by way of a reverse takeover ("Transaction").

EML has agreed, subject to due diligence, to acquire the entire share capital of MSL for total consideration of £10,000,000 (ten million pounds), to be satisfied in full by the issue of 333,333,333 new shares of the Company each at an implied price of £0.03 per share. In addition, if the Transaction completes the Company will take on certain liabilities of MSL and concurrent with the acquisition raise working capital for the enlarged group to take the Project forward. As a budget and work programme for the Project has not as yet been agreed, the quantum of any such fundraise is at the date of this announcement undetermined.

The Directors believe that the Transaction would be in the best interests of shareholders and further updates will be provided in due course. Whilst the Directors remain confident about successfully concluding this acquisition, there can be no guarantee that a transaction will be completed.

About Moroccan Salts Limited

MSL is a British Virgin Islands registered company focussed on developing the Khemisset potash project located near Rabat in northern Morocco (the "Project"). MSL has a substantial ground position in, and extensive technical information on the Khemisset potash basin, and has recently conducted confirmatory drilling on the project area. Both the recent and historic drilling results inform the view of MSL, shared by the Company, that the Project could emerge as a top tier global potash mine with potential to return substantial gains for new and existing shareholders.

Outlook

The Company was incorporated to acquire a natural resources deal which the board believes will deliver significant return to investors. I am pleased to confirm EML is working with its advisers on the potential Moroccan Salts Limited acquisition and that good progress is being made and we look forward to updating the market in due course.

Cameron Pearce

Chairman

04 December 2017

Interim Management Report

For the six month period ended 30 September 2017

The Company was incorporated in the Isle of Man under the Laws with registered number 013301V on 1 March 2016.  All of the Company's Ordinary Shares were admitted to the London Stock Exchange's Main Market and commenced trading on 15 February 2017.

The Company expects to focus on acquiring an exploration or production company or business in the natural resources sector with either all or a substantial portion of its operations in South East Asia, Africa, and the Middle East.

Results for the period and distributions

The total comprehensive loss attributable to the equity holders of the Company for the period was  £88,801 (31 March 2017: £199,789).

Principal risks and uncertainties

The Company's activities expose it to a variety of financial risks: market risk, credit risk, and liquidity risk. The Company's principal financial instruments comprise cash balances, accounts payable and accounts receivable arising in the normal course of its operations.

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 to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

As at 30 September 2017, there is no significant exposure to liquidity or price risk the only credit risk applicable is over the cash balance which is held with a reputable bank.

Directors

The following directors have held office during the period:

Cameron Pearce (Chairman)
Sam Quinn
Ed McDermott

Corporate Governance

As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code. Although, the Company does not comply with the UK Corporate Governance Code, the Company intends to adopt corporate governance procedures as are appropriate for the size and nature of the Company and the size and composition of the Board. These corporate governance procedures have been selected with due regard to for the provisions of the Corporate Governance Code insofar as is appropriate.

Statement of directors' responsibilities

The Directors confirm that, to the best of their knowledge, this condensed consolidated interim financial information have been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report herein includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8 namely

·    an indication of important events that have occurred during the first six months and the impact on the Interim Report, and a description required by the principal risks and uncertainties for the remaining six months of the financial year; and

·    material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.

Director

04 December 2017

			6 months ended 30 Sept 2017		13 months ended 31 Mar 2017
			(Unaudited)		(Audited)
	Notes		GBP		GBP
Administrative fees and other expenses	3		(88,801)		(199,801)
Operating loss			(88,801)		(199,801)
Finance revenue			-		12
Loss before tax			(88,801)		(199,789)
Income tax			-		-
Loss for the period and total comprehensive loss for the period			(88,801)		(199,789)
Basic and diluted loss per share (pence)	4		(0.18)		(1.21)

Statement of Comprehensive Income

for the six month period ended 30 September 2017

There was no other comprehensive income for the six month period ended 30 September 2017.

The accompanying notes below form an integral part of the financial statements.

Statement of Financial Position as at 30 September 2017

			6 months ended 30 Sept 2017		13 months ended 31 Mar 2017
			(Unaudited)		(Audited)
	Notes		GBP		GBP
Current assets
Cash and cash equivalents			682,782		796,961
Trade and other receivables			15,216		7,053
Total current assets			697,998		804,014
Current liabilities
Trade and other payables			19,716		36,931
Total current liabilities			19,716		36,931
Net assets			678,282		767,083
Equity
Stated capital	5		966,872		966,872
Retained earnings			(288,590)		(199,789)
Total equity			678,282		767,083

The accompanying notes below form an integral part of the financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 04 December 2017 and were signed on its behalf by:

Cameron Pearce                                   Sam Quinn

Director                                                Director

Statement of Changes in Equity

for the six month period ended 30 September 2017

	Share premium	Retained earnings	Total equity
	GBP	GBP	GBP
Balance as at 1 March 2016 on incorporation	2	-	2
Loss for the period	-	(199,789)	(199,789)
Total comprehensive loss	-	(199,789)	(199,787)
Contributions to equity holders
New shares issued (note 5)	1,132,997	-	1,132,997
Share issue costs (note 5)	(166,127)	-	(166,127)
Total contributions to equity holders	966,870	-	966,870
Balance as at 31 March  2017	966,872	(199,789)	767,083
Loss for the period	-	(88,801)	(88,801)
Total comprehensive loss	-	(88,801)	(88,801)
Balance as at 30 September 2017	966,872	(288,590)	678,282

Statement of Cash Flows

for the six month period ended 30 September 2017

	Notes	6 months ended 30 Sept 2017		13 months ended 31 Mar 2017
		(Unaudited)		(Audited)
		GBP		GBP
Operating activities
Loss after tax		(88,801)		(199,789)
Changes in working capital
Increase in trade and other receivables		(8,163)		(7,053)
(Decrease)/increase in trade and other payables		(17,215)		36,931
Net cash flows from operating activities		(114,179)		(169,911)
Financing activities
Shares issued (net of issue costs)	5	-		966,872
Net cash flows from financing activities		-		966,872
Increase in cash and short-term deposits		(114,179)		796,961
Cash and cash equivalents at begging of period		796,961		-
Cash and cash equivalents at end of period		682,782		796,961

The accompanying notes below form an integral part of the financial statements.

Notes to the Financial Statements

for the six month period ended 30 September 2017

1.   General information

Emmerson plc (the "Company") is a company incorporated and domiciled in the Isle of Man.

The principal activities of the Company are described in Directors' report.  The Company had no employees during the period other that Directors.

2.   Basis of preparation

2.1     Statement of compliance

These financial statements have been prepared in accordance with and comply with International Financial Reporting Standards ("IFRS") as adopted by the European Union, International Financial Reporting Interpretations Committee ("IFRIC") interpretations and the Isle of Man Companies Act 2006.

2.2     Basis of preparation

The financial statements have been prepared on a historical cost basis.

2.3     Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and positions are set out in the Chairman's Statement.

The Company is an investment company, and currently has no income stream until a suitable acquisition is identified, it is therefore dependent on its cash reserves to fund ongoing costs.

The Directors have reviewed the Company's ongoing activities including its future intentions in respect of acquisitions and having regard to the Company's existing working capital position and its ability to potentially raise finance, if required, the Directors are of the opinion that the Group has adequate resources to enable it to continue in existence for a period of at least 12 months from the date of these financial statements.

2.4     Use of estimates and judgments

The preparation of financial statements in accordance with the standards and interpretations noted in section 2.1 above requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.  The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.

2.5     Future changes in accounting policies

At the date of authorisation of this financial information, the directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.

The directors do not expect that the adoption of these standards will have a material impact on the financial statements of the company except that IFRS 9 will impact both the measurement and disclosures of financial instruments.

3.   Administrative fee and other expenses

	6 months ended 30 Sept 2017		13 months ended  31 March 2017
	(Unaudited)		Audited
	GBP		GBP
Directors' remuneration	36,000		50,000
Professional fees	5,160		77,646
Listing fees	13,863		31,755
Audit fees	7,200		14,400
Administration fees	9,000		11,250
Broker fees	12,795		2,964
Miscellaneous fees	4,783		11,786
Total	88,801		199,801

The company did not employ any staff during the period other than Directors. The Directors are the only members of Key Management and their remuneration related solely to short term employee benefits.

4.   Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

	6 months ended 30 Sept 2017		13 months ended 31 March 2017
	(Unaudited)		Audited
	GBP		GBP
Earnings
Loss from continuing operations for the period attributable to the equity holders of the Company	(88,801)		(199,789)
Number of shares
Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share
48,183,344		16,505,162
Basic and diluted loss per share (pence)	(0.18)		(1.21)

There are no potentially dilutive shares in issue.

5.   Stated capital

	Number of Ordinary shares issued and fully paid	Share premium	Share issued costs	Total share capital
		GBP	GBP	GBP
At 1 March 2016	-	-	-	-
Issue of shares	48,183,344	1,132,999	(166,127)	966,872
At 31 March 2017	48,183,344	1,132,999	(166,127)	966,872
Issue of shares	-	-	-	-
At 30 September 2017	48,183,344	1,132,999	(166,127)	966,872

The Ordinary Shares issued by the Company have a no par value and each Ordinary Share carries one vote on a poll vote.

6.   Financial instruments

	6 months ended 30 Sept 2017		13 months ended 31 March 2017
	(Unaudited)		Audited
	GBP		GBP
Financial assets
Cash and cash equivalents	682,782		796,961
Financial liabilities
At amortised cost	11,289		36,931

Financial liabilities held at amortised cost are made up of trade and other payables of £3,609 (March 2017: £8,351) and accruals of £7,680 (March 2017: £28,400).

7.   Events after the reporting date

There were no significant subsequent events.

This information is provided by RNS

The company news service from the London Stock Exchange

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