ETAIREIA INVESTMENTS PLC
(Etaireia” or the "Company")
FINAL RESULTS
I am pleased to present the results for Etaireia Investments plc for the year ended 31 March 2018.
Financial Overview
There was a loss from continuing operations for the year of £856,717 (2017: £622,085). The loss for the year includes a further impairment of the land at Roystonhill. The current valuation of this land reflects its expected sale value as community recreational space.
The land at Dalry was valued at £1,292,780 on the balance sheet for the previous year. Prior to the current period a lot of work towards planning permission had been done and the indications from the local council are that they have no objection to planning permission being granted. The actual planning application process has not been completed within the current period and in the circumstance the board have considered it prudent to make an impairment of. £434,000, stating the current value of the Dalry land at £858,780
The Group’s net assets at the end of the period were £1,809,315 (2017: £1,971,282)
I draw your attention to the audit report in which the auditors refer to a number of matters connected with a former director of the company. The board have considered their comments and believe that the matters referred to do not affect the current operations of the Group and would not result in any material adjustment being made to the fair value of the Group’s net assets as stated in the accounts. The auditors also refer to two properties not being independently valued as at the year end. The directors consider that the value of the properties have not materially changed since their acquisition in 2016, at which time they were independently valued.
Review of Activities
On 7 November 2017, the Company announced that it had completed the acquisition of two modern office buildings at Whitehouse Office Park, Peterlee, County Durham.
The purchase price of £1,125,000 has been satisfied by the issue of 600,000,000 new ordinary shares of 0.01p each, at a price of 0.1p per new ordinary share and £525,000 cash consideration. The cash consideration has been deferred for 12 months.
The office buildings represent a combined area of approximately 58,000 sq.ft. of space and the ground floor of 2A representing approximately 14,500 sq ft is currently occupied by NHS who have recently signed a new 6 year lease, producing a rental income of £65,979 pa and expiring in 2023. The remaining office space of approximately 43,500 sq ft of is currently being marketed at a similar pro rata rental level that has already created interest and the Company is optimistic that this space will be let in the near future.
Until the deferred cash payment is paid, the Company has agreed to assign 75% of the rental income to the vendors that will be directly offset against the deferred sum.
On 19 March 2018, the Company announced that, following the publication of negative findings made in the course of divorce proceedings; Baron Bloom had decided to step down from his role as a director and Chairman of the Board with immediate effect.
On 27 March 2018, it was announced that the Company had raised £50,000 by way of a subscription for 83,333,333 new ordinary shares of at a price of 0.06p per share, to provide working capital for the Company.
There have been no other material events, transactions or developments during the period.
Post Balance Sheet Events
On 19 April 2018, it was announced that the Directors had commenced an independent investigation into a number of transactions that were undertaken by Mr Bloom during his tenure as a Director. The investigation focussed principally on purchases of property by the Company that represent 16% of the Company's assets of £2.8m and the movement of certain funds relating to these properties.
The Board believes that due to the nature of the findings during the divorce proceedings the interests of shareholders and the market would be best served by revisiting these transactions so that they can have confidence in the activities of the Company at that time.
The Board will make an announcement following the conclusion of the report in the near future.
On 26 April 2018, the Company announced my appointment as Executive Chairman. I started work in 1998 with a finance broker in the North West, JD Finance Limited. Over an eight year period I was involved with various finance brokers before founding Get Me Finance Limited in 2010. Get Me Finance has become one of the leading online brands in the car finance industry. Currently I am a Director of Goldmann and Sons PLC where I have been able to use my experience in the finance sector to assist clients within the property and development sector, overviewing different projects and offering specialist expertise and knowledge to help raise funds for them. I am committed to prioritise my time with Etaireia and I am looking to develop the Company’s prospects over the coming year.
On 2 August 2018, Dennis Rogers was appointed as Chief Executive Officer. He has over 30 years' experience in property development, finance and strategic planning. He has worked in the private sector running a group of companies focusing on property development from new build to specialist listed building projects and is an expert at site acquisition and successfully gaining planning permissions throughout the UK. In the public sector he has partnered with various blue-chip operators in strategic sites and has constructed developments for Tesco PLC, Lucent international, and the Brunei Government to name but a few. In recent years Dennis has established himself as a business turnaround specialist and financial planning consultant. He has worked with The Prince's Trust as a Senior Advisor and also as a Strategic Business Advisor to the Isle of Man Government.
On the 29 August 2018, the Company announced the sale of the property at 89 Dalrymple Street, Girvan, KA26 9BS for a consideration of £47,000 + £1,000 contribution towards the Company’s legal expenses, paid on completion. The property was acquired on 31 March 2017 by the issue of 25,000,000 new ordinary shares of 0.01p each, at a price of 0.1p per new ordinary share and £35,000 cash consideration. The cash consideration was deferred for 12 months, and has not been paid to date. This property has been held in the books at a valuation of £60,000, and its sale will result in a write-down in the accounts of £13,000. The Directors have decided to sell the business as the lease was signed with a tenant was breached and they did not adhere to the terms of that contract. As a result the executive board deemed that, as this small property was not core to the future aspirations of the Company, it was cost effective to dispose of this asset.
Outlook
I am pleased to have been appointed to the board of Etaireia and also pleased to have secured the appointment of Dennis Rogers. Dennis brings a depth of experience and knowledge on property development, management and planning expertise. We will continue to build on the Company’s strong foundations and are currently evaluating a number of cash generative opportunities to achieve profitability for the Company over the coming months.
The Board continues to actively seek further high-quality investments and acquisition opportunities to enhance shareholder value and we expect to make further announcements in the near future.
Myles Cunliffe
Chairman
3 September 2018
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2018
| 2018 | 2017 | |||
| £ | £ | |||
| CONTINUING OPERATIONS | ||||
| Turnover | 44,017 | 2,355 | ||
| Gross profit | 44,017 | 2,355 | ||
| Administrative expenses | (287,944 | ) | (198,440 | ) |
| Other operating costs | (567,000 | ) | (426,000 | ) |
| LOSS FROM OPERATIONS | (810,927 | ) | (622,085 | ) |
| Finance expense | (45,790 | ) | - | |
| LOSS FROM CONTINUING OPERATIONS BEFORE TAX | (856,717 | ) | (622,085 | ) |
| Income tax | - | - | ||
| ATTRIBUTABLE TO EQUITY HOLDERS | (856,717 | ) | (622,085 | ) |
| Earnings per share: | ||||
| Basic and diluted earnings per share from total operations | (0.040)p | (0.036)p | ||
GROUP AND COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2018
| GROUP | COMPANY | |||||||
| 2018 | 2017 | 2018 | 2017 | |||||
| £ | £ | £ | £ | |||||
| Non-current assets | ||||||||
| Investment properties | 2,868,530 | 2,264,780 | 2,029,530 | 1,292,780 | ||||
| Investment in subsidiary undertakings | - | - | 827,065 | 972,000 | ||||
| 2,868,530 | 2,264,780 | 2,856,595 | 2,264,780 | |||||
| Current assets | ||||||||
| Trade and other receivables | 62,021 | 3,056 | 62,021 | 3,056 | ||||
| Cash and cash equivalents | 49,856 | 43 | 49,856 | 43 | ||||
| 111,877 | 3,099 | 111,877 | 3,099 | |||||
| Current liabilities | ||||||||
| Trade and other payables | 971,092 | 296,597 | 971,092 | 298,952 | ||||
| Borrowings | 200,000 | - | 200,000 | - | ||||
| 1,171,092 | 296,597 | 1,171,092 | 298,952 | |||||
| Net current liabilities | (1,059,215 | ) | (293,498 | ) | (1,059,215 | ) | (295,853 | ) |
| NET ASSETS | 1,809,315 | 1,971,282 | 1,797,380 | 1,968,927 | ||||
| Equity | ||||||||
| Issued share capital | 464,167 | 390,862 | 464,167 | 390,862 | ||||
| Share premium account | 3,546,122 | 2,924,677 | 3,546,122 | 2,924,677 | ||||
| Share option reserve | 116,187 | 116,187 | 116,187 | 116,187 | ||||
| Accumulated losses | (2,317,161 | ) | (1,460,444 | ) | (2,329,096 | ) | (1,462,799 | ) |
| SHAREHOLDERS’ FUNDS | 1,809,315 | 1,971,282 | 1,797,380 | 1,968,927 | ||||
The financial statements were approved by the Board of Directors and authorised for issue on 31 August 2018.
The Directors do not propose a dividend for the period reported.
The Directors of the Company accept responsibility for this announcement.
Enquiries:
Etaireia Investments Plc
Greg Collier
Tel: 07830 182 501
NEX CORPORATE ADVISER:
Alexander David Securities Limited
David Scott - Corporate Finance
James Dewhurst - Institutional Sales
Telephone: +44 (0) 20 7448 9820
http://www.ad-securities.com 49 Queen Victoria Street, London EC4N 4SA