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Annual report and audited financial statements
Sacoven Plc
(Incorporated in Jersey under the Companies (Jersey) Law 1991)
(Company number 110296)
AIM Share code: SCN
JSE Share code: SCV
ISN: JE00B7YH8W36
(the “Company”)
Annual report and audited financial statements
The Company announces its annual results for the year ended 31 March 2015 (the “Period”).
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 MARCH 2015
To Our Shareholders:
The financial year ending 31 March 2015 reflected the third full year of operation of Sacoven plc, which was
incorporated on 16 March 2012 in Jersey, Channel Islands.
During this start-up phase of operation, we incurred further costs during the year of GBP 741,737 (2014: GBP
664,113), and registered an annual net loss of GBP 730,890 (2014: GBP 651,635).
During the year the close working relationship with Vasari Global Limited, the Company to whom we have outsourced
our mergers and acquisitions initiatives, has developed and a number of investment opportunities have been analysed
in some detail and discussed with the board.
On 12 September 2014, a secondary listing on the AltX of the JSE was obtained.
The Board would like to take this opportunity to thank the shareholders for their continued support.
Mark Haynes Daniell
Chairman
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2015
Notes 31/03/2015 31/03/2014
GBP GBP
Assets
Current assets
Prepayments and other receivables 5 20,570 15,014
Cash and cash equivalents 3,007,823 3,732,964
Total assets 3,028,393 3,747,978
Liabilities and equity
Current liabilities
Other payables and accrued expenses 6 47,430 36,125
Total liabilities 47,430 36,125
Equity & reserves
Share capital 7 6,002 6,002
Share premium 8 4,910,690 4,910,690
Founder option 9 6,000 6,000
Retained loss (1,941,729) (1,210,839)
Total equity 2,980,963 3,711,853
Total liabilities and equity 3,028,393 3,747,978
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2015
01/04/2014 to 01/04/2013 to
31/03/2015 31/03/2014
Notes GBP GBP
Income - -
Expenses
Investment advisory fees 10 450,000 450,000
Directors’ fees 10 75,000 75,000
Administration fees 10 50,000 35,000
Insurance 7,898 16,926
Insurance adjustment prior year (7,535) -
Nominated adviser and broker fees 50,994 51,526
Registrar fees 8,937 7,500
Stock exchange fees 7,445 7,345
JSE stock exchange listing 72,948 -
Legal and professional fees 12,932 1,175
Travel expenses 1,142 10,106
Audit fees 10,000 8,000
GST fees 200 200
Annual return fees 150 150
Webhosting 240 240
Bank charges 1,386 945
741,737 664,113
Operating loss (741,737) (664,113)
Other income
Bank interest income 10,847 12,478
Loss before tax (730,890) (651,635)
Tax on ordinary activities 3 - -
Total comprehensive loss for the year (730,890) (651,635)
Basic loss per share 17 (0.122) (0.108)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2015
Notes Share Share Founder Retained Total
capital premium option loss
GBP GBP GBP GBP GBP
As at 1 April 2014 6,002 4,910,690 6,000 (1,210,839) 3,711,853
Total comprehensive loss
for the year - - - (730,890) (730,890)
At 31 March 2015 6,002 4,910,690 6,000 (1,941,729) 2,980,963
FOR THE YEAR ENDED 31 MARCH 2014
Notes Share Share Founder Retained Total
capital premium option loss
GBP GBP GBP GBP GBP
As at 1 April 2014 6,002 4,910,690 6,000 (559,204) 4,363,488
Total comprehensive loss
for the year - - - (651,635) (651,635)
At 31 March 2015 6,002 4,910,690 6,000 (1,210,839) 3,711,853
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2015
01/04/2014 to 01/04/2013 to
31/03/2015 31/03/2014
Notes GBP GBP
Cash flows from operating activities
Operating loss (741,737) (664,113)
Adjustments for changes in:
Prepayments and receivables (5,556) 1,595
Other payables and accrued expenses 11,305 (93,750)
Net cash outflow from operating activities (735,988) (756,268)
Cash flows from investing activities
Bank interest received 10,847 12,478
Net cash received from investing activities 10,847 12,478
Net change in cash and cash equivalents (725,141) (743,790)
Opening cash and cash equivalents 3,732,964 4,476,754
Cash and cash equivalents at the end of the year 3,007,823 3,732,964
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2015
1. General Information
Sacoven plc (“the Company”) is a public limited company incorporated on 16 March 2012 in Jersey, Channel
Islands. The Company was re-registered as a public company from a private company and adopted new
memorandum and articles of association on 17 May 2012. The Company was listed on the AIM market of
the London Stock Exchange on 8 June 2012, and has obtained a secondary listing on the AltX of the JSE on
12 September 2014.
2. Principal accounting policies
2.1 Basis of preparation
The financial statements of the Company have been prepared in accordance with the AIM Rules and JSE
Listing Requirements for Companies and in accordance with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by
the International Financial Reporting Interpretations Committee on a historical cost basis.
2.2 Summary of significant accounting policies
The preparation of financial statements in conformity with IFRS requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and accompanying notes. The
Directors believe that the estimates utilised in preparing the financial statements are reasonable and prudent,
and that such estimates and assumptions are immaterial in nature and have no significant impact on the
results reported in the financial statements. The financial statements have been prepared on the going concern
basis.
The principal accounting policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all of the years presented, unless otherwise stated.
Standards, interpretations and amendments to published standards effective in 2014/2015
In 2014/2015, the Company adopted all new standards, amendments and interpretations to existing standards
that are mandatory for the Company's accounting year beginning on 1 April 2014. Information on the
pertinent standards is noted below.
Offsetting Financial Assets and Liabilities - amendments to IAS 32
These amendments clarify the meaning of ‘currently has a legally enforceable right to set-off’ and the criteria for
non-simultaneous settlement mechanisms of clearing houses to qualify for offsetting and is applied
retrospectively. These amendments have no impact on the Company.
Standards, amendments and interpretations to existing standards that are not yet effective and have not
been adopted early by the Company
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations
to existing standards have been published by the IASB but are not yet effective, and have not been adopted early
by the Company.
Management anticipates that all of the relevant pronouncements will be adopted in the Company’s accounting
policies for the first period beginning after the effective date of the pronouncement. Information on new
standards, amendments and interpretations that are expected to be relevant to the Company’s financial
statements is provided below. Certain other new standards and interpretations have been issued but are not
expected to have a material impact on the Company’s financial statement.
IFRS 9 Financial Instruments
The IASB completed the final element of its comprehensive response to the financial crisis with the publication
of IFRS 9 Financial Instruments in July 2014. The package of improvements introduced by IFRS 9 includes a
logical model for classification and measurement, a single, forward-looking ‘expected loss’ impairment model
and a substantially-reformed approach to hedge accounting.
The IASB has previously published versions of IFRS 9 that introduced new classification and measurement
requirements (in 2009 and 2010) and a new hedge accounting model (in 2013). The July 2014 publication
represents the final version of the Standard, replaces earlier versions of IFRS 9 and completes the IASB’s project
to replace IAS 39 Financial Instruments: Recognition and Measurement.
IFRS 9 is effective for annual periods beginning on or after 1 January 2018. The Company is yet to assess
IFRS 9’s full impact and intends to adopt IFRS 9 no earlier than 1 January 2018.
Management does not anticipate a material impact on the Company’s financial statements.
(i) Financial instruments
Classification
The Company classifies its financial assets and financial liabilities in accordance with IAS 39, Financial
Instruments: Recognition and Measurement.
Receivables
Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market.
Other financial liabilities
Financial liabilities that are not held at fair value through profit or loss include other short term operating
expenses payable. In the opinion of the Directors, the carrying amounts of other financial liabilities not
measured at fair value through profit or loss are approximate to their fair value.
Recognition
The Company recognises a financial asset or financial liability when, and only when, it becomes a party to a
contractual agreement.
Initial and subsequent measurement
Receivables and other financial liabilities are initially recognised at fair value and subsequently at amortised
cost using the effective interest rate method.
De-recognition
A financial asset or part of a financial asset is de-recognised where:
- The rights to receive cash flows from the asset have expired;
- Substantially all risks and rewards of the asset have been transferred.
The Company derecognises a financial liability when the obligation under the liability is discharged, cancelled
or expired.
(ii) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short term highly liquid
investments that are readily convertible to a known amount of cash and are subject to insignificant risk of
changes in value.
(iii) Going concern basis
The Directors have concluded that at the time of approving the financial statements of the Company there
is a reasonable expectation that the Company has adequate resources to continue in operational existence for
the foreseeable future.
(iv) Income
Income consists of bank interest income accounted for on an accruals basis.
(v) Expenses
Expenses are accounted for on an accruals basis.
(vi) Foreign currencies
Functional and presentation currency
The functional currency of the Company is pounds sterling, the currency of the primary economic
environment in which the Company operates and this is also the presentational currency of the Company.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the date of the transactions or an average rate as an approximation. Foreign currency monetary assets and
liabilities are translated into the functional currency at the closing exchange rate at the end of the reporting
year.
Gains and losses
Any foreign exchange gains and losses on financial assets and financial liabilities are included in the Statement
of Comprehensive Income in the year in which they arise.
(vii) Related parties
Related parties are entities which have the ability, directly or indirectly, to control the other party or exercise
significant influence over the other party in making financial and operating decisions. The related parties of
the Company are disclosed in note 10.
3. Taxation
The Company is classified under Article 123C of the Income Tax (Jersey) Law 1961, as amended, as a Jersey
resident company which is neither a ‘utility company’ nor a ‘financial services company’ and as such is charged
Jersey income tax at the rate of 0%.
A Jersey goods and services tax (“GST”) applies at a standard rate of 5% on the majority of goods and
services supplied in Jersey for local use or benefit. The Company has obtained International Services Entity
status under the Goods and Services Tax (Jersey) Law 2007. In connection with its International Services
Entity status the Company pays an annual fee to the Comptroller of Income Tax in Jersey, which is currently
fixed at £200. As an International Services Entity the Company is not required to charge GST and in most
situations will not be subject to a GST charge on goods and services provided to it.
4. Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, as such no
segmental reporting information has been presented.
5. Prepayment and other receivables
31/03/2015 31/03/2014
GBP GBP
Prepayments 20,568 15,012
Other debtors 2 2
20,570 15,014
6. Other payables and accrued expenses
31/03/2015 31/03/2014
GBP GBP
Directors fees 18,750 18,750
Administration fees 8,750 8,750
Registrar fees 625 625
Audit fees 10,000 8,000
Stock exchange fees 434 -
Legal and professional 21 -
JSE stock exchange listing 8,850 -
47,430 36,125
7. Share capital
31/03/2015 31/03/2014
Units Units
Authorised share capital
Non-redeemable ordinary shares of £1 each 2 2
Unclassified shares of £0.001 each 59,999,998,000 59,999,998,000
GBP GBP
Issued and fully paid up share capital
2 non-redeemable ordinary shares of £1 each 2 2
6,000,001 unclassified shares of £0.001 each 6,000 6,000
6,002 6,002
On 15 May 2012 the 2 ordinary shares of £1 each in the issued share capital of the Company were redesignated
as non-redeemable ordinary shares of £1 each having the rights and being subject to the restrictions set out
in the articles of association (the “Articles”) adopted by the Company on 17 May 2012.
Each of the 998 ordinary shares of £1 each in the unissued (but authorised) share capital of the Company
was subdivided into 1,000 ordinary shares of £0.001 each and then all such ordinary shares of £0.001 each
were redesignated as unclassified shares of £0.001 each that may from time to time (and in accordance with
the Articles be issued as, or redesignated or converted into, shares (whether or not redeemable from time to
time) and, in each case having the rights and being subject to the restrictions specified in the Articles adopted
by the Company on 17 May 2012.
The authorised share capital of the Company was increased from £1,000 divided into 2 non-redeemable
ordinary shares of £1 each and 998,000 unclassified shares of £0.001 each to £60,000,000 divided into 2 non-
redeemable ordinary shares of £1 each and 59,999,998,000 unclassified shares of £0.001 each by the creation
of an additional 59,999,000,000 unclassified shares of £0.001 each that may from time to time (and in
accordance with the Articles be issued as, or redesignated or converted into, shares (whether or not
redeemable from time to time) and, in each case having the rights and being subject to the restrictions
specified in the Articles.
Brunswood International Holdings Limited the “Founder” owns 100% of the non-redeemable ordinary
shares and 50% of the ordinary shares in issue. The Founder has no ultimate controlling party and therefore
the Company has none either.
8. Share premium
31/03/2015 31/03/2014
GBP GBP
6,000,001 unclassified shares issued at a premium of £0.999 5,994,001 5,994,001
Less: transaction cost (1,083,311) (1,083,311)
4,910,690 4,910,690
9. Founder option
31/03/2015 31/03/2014
GBP GBP
Founder option 6,000 6,000
Brunswood International Holdings Limited the “Founder” has purchased an option for £6,000 (“the Founder
Option”). The Founder Option gives the Founder the right, from admission up to completion of any
acquisition, to subscribe for a further 6,000,000 shares at £0.999 per share.
10. Related party disclosures
The Company has a number of related parties, the transactions with the related parties are detailed below:
Administration fees
Fees are payable to Regal Trustees Limited for administration services; Ian Crosby and Niall McCallum are
directors of Regal Trustees Limited and of the Company. The amount payable by the Company for the year
was GBP 50,000 (2014: GBP 35,000) for administration and GBP 25,000 (2014: GBP 25,000) for directors’
fees, of this GBP 15,000 (2014: GBP 15,000) remained unpaid at the year end.
Directors
In addition to the amounts payable to Regal Trustees Limited, Samuel Imerman and Hymie Levin were paid
directors fees of GBP 12,500 each (2014: GBP 12,500 each) and Mark Haynes Daniell was paid directors fees
of GBP 25,000 (2014: GBP 25,000). At the year end GBP 12,500 remained unpaid (2014: GBP nil).
Shareholdings
The Founder and the Investment Adviser are beneficially owned and are under the common control of the
trustees of trusts established for the benefit of certain members of the Imerman family (the “Family Trusts”).
The Founder holds 3,000,001 shares (2014: 3,000,001 shares) in the Company.
Samuel Imerman is the settlor and a protector of the Family Trusts and Hymie Levin is a protector of the
Family Trusts.
Separately, Ian Crosby and Niall McCallum are employees of Stonehage Trust Holdings (Jersey) Limited, a
member of the Stonehage group of companies who act as trustees of the Family Trusts. Ian Crosby and Niall
McCallum do not, however, have any connection with the role that Stonehage carry out as trustees of the
Family Trusts and, as such, the other directors of the Company are satisfied that they are “independent”
directors of the Company.
In accordance with the investment advisor agreement, the Investment Advisor is entitled to receive fees of
GBP 450,000 per annum payable quarterly in arrears. During the year, the Investment Advisor was paid GBP
450,000 (2014: GBP 450,000) in respect of the quarterly retainer fee, at the year end, GBP nil (2014: GBP
nil) remained outstanding.
11. Commitments and contingencies
The Company has issued 100 warrants to the Founder (the “Founder Warrant”). The Founder Warrants
entitle the Founder in respect of every one warrant held to subscribe for such number of shares as shall equal
0.1 per cent of the share capital of the Company on a fully diluted basis following completion of an acquisition
until the last business day of the month following the month in which an acquisition was completed for an
amount equal to the par value of those shares issued.
The Company has issued an option to the Founder as disclosed in note 9.
12. Ultimate controlling party
No single party is considered to be the ultimate controlling party.
13. Financial risk management
Overview
The Company has exposure to a number of business risks. The Board of Directors has overall responsibility
for the Company’s risk management arrangements. The Company may be exposed to market risk, credit risk
and liquidity risk.
This note presents information on the Company’s exposure to each of the above risks, the Company's
objectives, policies and processes for measuring and managing risk and the management of the Company’s
capital.
a) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises three types of risk: price risk, interest rate risk and currency
risk.
(i) Price risk
Price risk is the risk that the market prices move unfavourably and that the fair value of future cash flows that
are based on the market will fluctuate due to changes in the market prices. The Company is not currently
exposed to price risk.
(ii) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market interest rates.
Cash flow interest rate risk arises on cash balances held. The Directors have determined that a fluctuation in
interest rate of 50 basis points is reasonably possible. An increase in 50 basis points in interest rates as at the
reporting date would have increased the profit for the period by GBP 15,039 (2014: GBP 18,665), a decrease
of 50 basis points would have an equal but opposite effect. The analysis assumes that all other variables
remain constant.
(iii) Currency risk
Currency risk is the risk that currency exchange rates move unfavourably and the assets that the Company
owns in currencies other than its functional currency decrease in value due to exchange rate movements.
The Company’s functional and presentational currency is pounds sterling, the Company currently holds
liabilities in currencies other than pounds sterling and is therefore exposed to currency risk.
The Fund's net currency exposure at 31 March 2015 was:
Currency Assets Liabilities Net Exposure
GBP GBP GBP
South African Rand - (9,283) (9,283)
b) Credit Risk
Credit risk is the risk that a counterparty of a financial instrument will fail to discharge an obligation or
commitment that it has entered into with the Company.
Credit risk arises mainly from cash deposits, cash equivalents and is accrued income. The Company only
deposits cash with major banks with high quality credit standing, this ensured through monitoring credit
worthiness of the bank using data available from Standard and Poor’s. The current credit ratings of the banks
used by the Company are BAA2 and BA1. The Company reviews its cash positions and ensures it limits
exposure to any one counterparty.
All banks, custodians and brokers with which the Company will be doing business may encounter financial
difficulties that impair the operational capabilities or capital position of the Company.
The carrying amount of financial assets represents the Company’s maximum exposure to credit risk. The
maximum exposure of each class of financial asset are as follows:
31/03/2015 31/03/2014
GBP GBP
Other receivables 2 2
Cash and cash equivalents 3,007,823 3,732,964
3,007,825 3,732,966
c) Liquidity risk
Liquidity risk is the risk that the Company fails to maintain adequate levels of financial resources to enable it
to meet its financial obligations as they fall due. Liquidity risk arises because of the possibility that the
Company could be required to pay its liabilities earlier than expected or because of any inability to realise
assets in order to meet obligations as they fall due or is only able to realise assets by suffering financial loss.
The Company’s liquidity risk derives from the need to have sufficient funds available to cover future
commitments. The Company manages liquidity risk through an ongoing review of future cash requirements.
Cash flow forecasts are compared to cash available.
The carrying amount of financial liabilities represents the Company’s maximum exposure to liquidity risk.
The maximum exposure of each class of financial liability are as follows:
31/03/2015 31/03/2014
GBP GBP
Other payables and accrued expenses 47,430 36,125
47,430 36,125
14. Capital risk management
The share capital and share premium is considered to be the capital of the Company. The Company must
maintain sufficient financial resources, in the opinion of the Directors to meet its commitments. The
Directors monitor the capital of the Company to ensure that the Company continues as a going concern
whilst ensuring optimal return for the shareholders.
15. Employees
The Company had no employees during the year.
16. Events after the reporting period
There were no significant events to report since the balance sheet date.
17. Basic earnings / (loss) per share
Basic earnings / (loss) per share is calculated by dividing the net profit attributable to shareholders by the
weighted average number of ordinary shares outstanding during the year
31/03/2015 31/03/2014
GBP GBP
Net loss attributable to shareholders (730,890) (651,635)
Weighted average number of shares in issue 6,000,001 6,000,001
Basic loss per share (0.122) (0.108)
Should the Founder Option have exercised a further 6,000,000 shares would be in issue diluting the loss per
shares, the basic loss per share would have been GBP (0.0609) (2014: GBP (0.0543).
The headline and diluted headline loss per share are the same as the loss per share and diluted loss per share.
Enquires:
For further information, please visit the Company’s website www.sacoven.com or contact:
Sacoven PLC Niall McCallum
+44 (0)1534 823000
Liberum Capital Limited Clayton Bush
Nominated Adviser, Financial Christopher Britton
Adviser and Corporate Broker +44 (0)20 3100 2000
28 July 2015
KPMG Service Proprietary Limited Robbie Cheadle
+2782 718 4592
JSE Sponsor
Date: 28/07/2015 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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