MINDFLAIR PLC — Interim / Quarterly Report 2013

Jul 31, 2013

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RNS Number : 5180K

Pires Investments PLC

31 July 2013

Pires Investments PLC

("Pires" or the "Company")

Unaudited interim results for the six months to 30 April 2013

Chairman's Statement

Pires Investments plc, the investing company focussing on the resources and energy sectors, announces its interim results for the six months ended 30 April 2013.

During the period under review, Pires has continued to consider investment and reverse takeover opportunities in line with its stated investment policy and has made a number of investments in quoted and unquoted securities to implement this policy as required by Rule 15 of the AIM Rules. The Group balance sheet, which shows investments of £446,395, reflects this.

Since the year end, the Company has realised this portfolio in part and in view of the recent Stock Market performance of the sectors in which it has invested the Directors are keeping the Company's remaining investments under regular review.

On 30 July 2013, the Company announced a placing of £500,000 through the issue of new ordinary shares at par. This represents a significant premium both to the present share price and to net asset value and reflects the confidence of new investors that Pires will deliver value to shareholders in the long run through the implementation of its investing policy.

The Board has now reached the conclusion, in view of the present market sentiment towards the resource sector, that this should no longer be the sole focus of the Company although there remain, the Directors believe, some good resource opportunities.  The Board is now seeing a broader range of potentially attractive opportunities, some of which are now under active review.  The Board believes that it will be beneficial to invest in a series of such opportunities either at or shortly prior to their coming to market.

The Board will seek shareholder approval for an amended investing policy at a general meeting to be convened in the near future. The Board believes that it can then move forward fairly rapidly in evaluating and hopefully completing on a material transaction and so build shareholder value.

Peter Redmond

Chairman

Enquiries:

Pires Investments plc Peter Redmond, Director	Tel: +44 (0) 20 7766 0082
Nominated Adviser Cairn Financial Advisers LLP Liam Murray / Avi Robinson	Tel: +44 (0) 20 7148 7900
Broker Peterhouse Corporate Finance Jon Levinson / Lucy Williams	Tel: +44 (0) 20 7469 0935 Tel: +44 (0) 20 7469 0936

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 April 2013

				Unaudited		Unaudited		Audited
				6 months		6 months		Year
				ended		ended		Ended
				30-Apr		30-Apr		31-Oct
				2013		2012		2012
Continuing activities				£		£		£
	Notes
Revenue				-		-		-
Administrative expenses				(197,377)		(184,860)		(382,600)
Exceptional credit resulting from CVA				-		1,536,191		1,526,949
Operating (loss)/profit from continuing activities				(197,377)		1,351,331		1,144,349
Finance income				2,343		-		835
Finance costs				-		(50,653)		(50,789)
(Loss)/profit before taxation from continuing activities				(195,034)		1,300,678		1,094,395
Tax				-		-		-
(Loss)/profit for the period from continuing activities				(195,034)		1,300,678		1,094,395
Loss from discontinued activities				-		(254,537)		(312,919)
(Loss)/profit for the period attributable to equity holders of the Company				(195,034)		1,046,141		781,476
Basic (loss)/earnings per share			3
Equity holders
From continuing activities				(0.01)p		0.85p		0.11p
From continuing and discontinued activities				(0.01)p		0.68p		0.08p
Diluted (loss)/earnings per share			3
Equity holders
From continuing activities				N/A		0.83p		0.11p
From continuing and discontinued activities				N/A		0.67p		0.08p

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 April 2013

		Unaudited		Unaudited		Audited
		As at		As at		As at
		30-Apr		30-Apr		31-Oct
		2013		2012		2012
		£		£		£
	Notes
NON-CURRENT ASSETS
Property, plant and equipment		-		167,300		-
Investments		446,395		-		-
TOTAL NON CURRENT ASSETS		446,395		167,300		-
CURRENT ASSETS
Trade and other receivables		100,289		33,375		86,794
Cash and cash equivalents		590,165		1,582,188		1,241,015
TOTAL CURRENT ASSETS		690,454		1,615,563		1,327,809
TOTAL ASSETS		1,136,849		1,782,863		1,327,809
EQUITY
Called up share capital		11,353,192		11,287,103		11,287,103
Share premium account		2,949,340		2,932,818		2,932,818
Equity share capital to be issued (including premium)		-		-		82,611
Retained earnings		(13,517,843)		(13,077,356)		(13,322,809)
Capital redemption reserve		164,667		164,667		164,667
TOTAL EQUITY	4	949,356		1,307,232		1,144,390
LIABILITIES
CURRENT LIABILITIES
Borrowings		-		167,300		-
Trade and other payables		187,493		308,331		183,419
TOTAL CURRENT LIABILITIES		187,493		475,631		183,419
TOTAL LIABILITIES		187,493		475,631		183,419
TOTAL EQUITY AND LIABILITIES		1,136,849		1,782,863		1,327,809

UNAUDITED CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 30 April 2013

		Unaudited		Unaudited		Audited
		6 months ended		6 months ended		Year ended ended
		30-Apr		30-Apr		31-Oct
		2013		2012		2012
		£		£		£
	Notes
Cash flows from operating activities	5	(153,640)		46,823		(295,049)
Cash flows from investing activities
Payments to acquire investments		(835,211)		-		-
Proceeds of disposal of fixed assets		-		21,667		21,667
Proceeds of sale of investments		335,736		-		-
Finance income received		2,265		-		835
Net cash (used in)/from investing activities		(497,210)		21,667		22,502
Cash flows from financing activities
Net repayments on loans and overdrafts		-		(51,698)		(51,698)
Cash from subscriptions for new shares		-		1,700,000		1,700,000
Expenses of share issue		-		(85,000)		(85,000)
Finance costs paid		-		(50,653)		(50,789)
Net cash from financing activities		-		1,512,649		1,512,513
Net increase/(decrease) in cash and cash equivalents during the period		(650,850)		1,581,139		1,239,966
Cash and cash equivalents at beginning of the period
1,241,015		1,049		1,049
Cash and cash equivalents at end of the period		590,165		1,582,188		1,241,015

Notes to the Unaudited Interim Report

1. GENERAL INFORMATION

Pires Investments PLC (the "Company") is a company domiciled in England whose registered office address is c/o Morrison & Foerster, CityPoint, One Ropemaker Street, London EC2Y 9AW. The condensed consolidated interim financial statements of the Company for the six months ended 30 April 2013 is that of the Company and its subsidiary (together referred to as the "Group"). 

The condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.

The financial information for the year ended 31 October 2012 has been extracted from the statutory accounts for that period which were prepared in accordance with International Financial Reporting Standards ("IFRS"). The auditors' report on the statutory accounts was unqualified. A copy of those financial statements has been filed with the Registrar of Companies.

The financial information for the six months ended 30 April 2012 and 2013 was also prepared in accordance with IFRS.

The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements. 

The condensed interim financial statements were authorised for issue on 30 July 2013.

2. BASIS OF ACCOUNTING

The consolidated financial statements are unaudited and have been prepared on the historical cost basis in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS") using the same accounting policies and methods of computation as were used in the annual financial statements for the year ended 31 October 2012. As permitted, the interim report has been prepared in accordance with the AIM rules for Companies and is not compliant in all respects with IAS 34 Interim Financial Statements. The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and hence cannot be construed as in full compliance with IFRS.

3. LOSS PER SHARE

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

	Unaudited		Unaudited	Audited
	6 months		6 months	Year
	ended		ended	ended
	30-Apr		30-Apr	31-Oct
	2013		2012	2012
	£		£	£
(Loss)/profit on continuing activities after tax	(195,034)		1,300,678	1,094,395
(Loss)/profit on continuing and discontinued activities after tax	(195,034)		1,046,141	781,476
Basic
Basic loss/(earnings) per share have been computed based on the following data:
		Number of shares
Weighted average number of ordinary shares for the period	1,821,690,338		153,922,503	954,477,964
Basic (loss)/earnings per share from continuing activities  (p)	(0.01)		0.85	0.11
Basic (loss)/earnings per share from continuing and discontinued activities  (p)	(0.01)		0.68	0.08
Diluted
The dilution which might potentially arise from the exercise of warrants outstanding entitling the holders to subscribe new ordinary shares representing 6% of the issued ordinary share capital of the Company from time to time has been considered for the relevant periods and diluted earnings per share have been computed where the effect is not anti-dilutive using the following data:
		Number of shares
Weighted average number of ordinary shares for the period	N/A		156,490,201	966,300,516
Diluted (loss)/earnings per share from continuing activities  (p)	N/A		0.83	0.11
Diluted (loss)/earnings per share from continuing and discontinued activities  (p)	N/A		0.67	0.08

There are also 2,021,791 warrants exercisable at 119p per share on 1 December 2013 that could potentially reduce future earnings per share but which are anti-dilutive for each of the above periods.

In addition, there were 91,428 shares that could have been issued upon exercise of outstanding share options which lapsed during the year ended 31 October 2012 and which would have been anti-dilutive.

4. STATEMENT OF CHANGES IN EQUITY

	Share Capital		Share Premium		Shares to be issued		Capital Redemption Reserve		Retained Earnings		Total
	£		£		£		£		£		£
At 1 November 2011	9,587, 103		3,017,818		-		164,667		(14,123,497)		(1,353,909)
Profit for the 6 months ended 30 April 2012	-		-		-		-		1,046,141		1,046,141
Issue of shares	1,700,000		(85,000)		-		-		-		1,615,000
At 30 April 2012	11,287,103		2,932,818		-		164,667		(13,077,356)		1,307,232
Loss for the 6 months ended 31 October 2012	-		-		-		-		(264,665)		(264,665)
Shares to be issued	-		-		82,611		-		-		82,611
Cost of share based payments	-		-		-		-		19,212		19,212
At 31 October 2012	11,287,103		2,932,818		82,611		164,667		(13,322,809)		1,144,390
Loss for the 6 months ended 30 April 2013	-		-		-		-		(195,034)		(195,034)
Issue of shares	66,089		16,522		(82,611)						-
At 30 April 2013	11,353,192		2,949,340		-		164,667		(13,517,843)		949,356

5. NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

	Unaudited		Unaudited		Audited
	6 months		6 months		Year
	ended		ended		ended
	30-Apr		30-Apr		31-Oct
	2013		2012		2012
	£		£		£
Cash flow from operations
(Loss)/profit	(195,034)		1,046,141		781,476
Depreciation	-		6,706		6,706
Realised and unrealised loss on investments	53,081		-		-
Loss on disposal of fixed assets	-		6,714		6,714
Loss on disposal of discontinued activities	-		283,755		283,755
Extraordinary credit from CVA	-		(1,536,191)		(1,526,949)
Share based payments	-		-		19,212
Finance income	(2,265)		-		(835)
Finance costs	-		50,789		50,789
Decrease/(increase) in inventories	-		10,597		10,597
Decrease/(increase) in receivables	(11,268)		(17,552)		(70,971)
Increase/(decrease) in payables	1,846		195,864		144,457
Cash flow from operations	(153,640)		46,823		(295,049)

6.  DISTRIBUTION OF INTERIM REPORT

Copies of the Interim Report for the six months ended 30 April 2013 can be obtained from the Registered Office during normal business hours and are available on the Company's website, www.piresinvestments.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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