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SACOVEN PLC - Interim report and financial statement

Release Date: 11/12/2015 09:00
Code(s): SCV     PDF:  
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Interim report and financial statement

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”)



                                  Interim Report and Financial Statements


The Company announces its interim results for the period 1 April 2015 to 30 September 2015

DIRECTORS’ REPORT FOR THE PERIOD 1 APRIL 2015 TO 30 SEPTEMBER 2015

The board of directors (the “Board” or “Directors”) present their interim report and financial statements for the
period from 1 April 2015 to 30 September 2015. The interim report and financial statements have not been audited.

Incorporation
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 “Articles”). 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 Limited with effect from 12 September 2014.

Principal Activities
The Company is a holding company formed to acquire a company, business or group of businesses or asset(s) in
either the natural resources or the consumer goods sectors where Vasari Global Limited (the “Investment
Adviser”) and the investment team have significant knowledge, expertise and an extensive network of relationships.
The Company raised gross proceeds of £6 million on admission and, as appropriate, will look to raise further funds
from new and existing shareholders once an acquisition target has been identified and the terms of the acquisition
agreed. Any acquisition will be deemed a reverse takeover under the AIM Rules for Companies and will therefore
require shareholder approval in a general meeting prior to completion of the acquisition. In terms of the JSE Listing
Requirements, any acquisition will require approval by a majority of disinterested Directors and the majority of
shareholders in a general meeting.

The Company is advised by the Investment Adviser, utilising the investment team whom the Directors believe
have extensive experience and knowledge of investments in both the natural resources and the consumer goods
sectors. The Board is responsible for the Company’s objectives and business strategy and its overall supervision.
The Company has outsourced most of its operating functions, including the identification and assessment of
acquisition opportunities and the structuring and execution of the acquisition, to the Investment Adviser. The
Investment Adviser may, in turn, delegate some of those outsourced operating functions to various consultants or
third party advisers. The investment team are directors and/or employees of the Investment Adviser through which
they will provide their services.

The Company intends to focus on those opportunities where it believes the investment team has specific insights
and can add long-term value. In addition, the Company believes it will be well placed to compete for any potential
acquisition given the knowledge, experience and reputation of the investment team and its ability to structure deals
innovatively and efficiently for both the Company and the vendors in any transaction.

Going Concern Basis
The Directors have concluded that at the time of approving these 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.

Results
The results for the period are set out in the statement of comprehensive income on page 5.
DIRECTORS’ REPORT FOR THE PERIOD 1 APRIL 2015 TO 30 SEPTEMBER 2015 (CONTINUED)

Dividends
The Directors do not propose any dividends in respect of the reporting period.

Directors
The Directors of the Company who served throughout the period and subsequently were:

Ian Christopher Crosby
Mark Haynes Daniell - Chairman
Samuel Imerman
Hymie Reuvin Levin
Niall Iain McCallum

Secretary
The Secretary of the Company who served throughout the period and subsequently was:

Regal Trustees Limited

Statement of Directors’ Responsibilities
The Companies (Jersey) Law 1991 obliges the Directors to require the Company to prepare the financial statements
in accordance with applicable law and regulations.

The Company is required to prepare financial statements for each financial period. The financial statements have
been prepared in accordance with 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 in accordance with the provision of International Account Standard (“IAS”) 34, Interim
Reporting. The financial statements are required to give a true and fair view of the state of affairs of the Company
and of the results of the Company for that period. In relation to these financial statements, the Directors are
required to:

   •       select suitable accounting policies and then apply them consistently;
   •       make judgements and estimates that are reasonable and prudent;
   •       state whether applicable accounting standards have been followed subject to any material departures
           disclosed and explained in the financial statements; and
   •       require the financial statements to be prepared on the going concern basis, unless it is inappropriate to
           presume that the Company will continue in business.

The Directors are also responsible for requiring the Company to keep proper accounting records which disclose
with reasonable accuracy at any time the financial position of the Company and enable them to endeavour to
ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for
endeavouring to safeguard the assets of the Company and hence for taking reasonable steps for the prevention
and detection of fraud, error and non-compliance with law and regulations.

The Directors confirm that they have complied with the above requirements in relation to the preparation of the
financial statements.

Independent Auditors
Grant Thornton Limited have been appointed as auditors.
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2015


                                       Notes   30/09/2015     31/03/2015
                                                     GBP            GBP
 Assets

 Current assets

 Prepayments and other receivables       5          24,113         20,570
 Cash and cash equivalents                       2,784,294      3,007,823


 Total assets                                    2,808,407      3,028,393

 Liabilities and equity

 Current liabilities

 Other payables and accrued expenses     6         145,976         47,430


 Total liabilities                                 145,976         47,430

 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                                  (2,260,261)    (1,941,729)


 Total equity                                    2,662,431      2,980,963

 Total liabilities and equity                    2,808,407      3,028,393
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD 1 APRIL 2015 TO 30 SEPTEMBER 2015

                                             01/04/2015 to     01/04/2014 to    01/04/2014 to
                                               30/09/2015        30/09/2014       31/03/2015
                                     Notes           GBP               GBP              GBP

 Income                                                   -                -                -



 Expenses
 Investment advisory fees              10           225,000          225,000          450,000
 Directors’ fees                       10            37,500           37,500           75,000
 Administration fees                   10            17,500           17,500           50,000
 Insurance                                            3,962            3,955            7,898
 Insurance adjustment prior year                          -           (7,535)          (7,535)
 Nominated adviser and broker fees                   25,000           25,000           50,994
 Registrar fees                                       5,334            3,750            8,937
 London stock exchange fees                               -            3,025            7,445
 JSE stock exchange listing                           1,734                -           72,948
 Legal and professional fees                              -           26,011           12,932
 Travel expenses                                      1,411                -            1,142
 Other expenses                                           -              476                -
 Audit fees                                           5,000            4,000           10,000
 GST fees                                                 -                -              200
 Annual return fees                                       -                -              150
 Webhosting                                             240              240              240
 Bank charges                                           591              630            1,386
 Foreign exchange movement                              (9)                -                -

                                                    323,263          339,552          741,737

 Operating loss                                    (323,263)        (339,552)        (741,737)

 Other income
 Bank interest income                                 4,731            5,531           10,847

 Loss before tax                                   (318,532)        (334,021)        (730,890)

 Tax on ordinary activities            3                  -                -                -

 Total comprehensive loss for the
 period / year                                     (318,532)        (334,021)        (730,890)

 Basic loss per share                  17
                                                     (0.053)          (0.056)          (0.122)

 Diluted loss per share                17
                                                     (0.026)          (0.028)          (0.061)
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 1 APRIL 2015 TO 30 SEPTEMBER 2015

                                Notes    Share        Share    Founder    Retained        Total
                                        capital    premium      option         loss
                                          GBP          GBP        GBP         GBP          GBP

     As at 1 April 2015                   6,002    4,910,690     6,000   (1,941,729)   2,980,963

     Total comprehensive loss
     for the year                             -            -         -     (318,532)    (318,532)

     At 30 September 2015                 6,002    4,910,690     6,000   (2,260,261)   2,662,431


FOR THE PERIOD 1 APRIL 2014 TO 30 SEPTEMBER 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   (1,210,839)   3,711,853

     Total comprehensive loss
     for the year                             -            -         -    (334,021)    (334,021)

     At 30 September 2014                 6,002    4,910,690     6,000   (1,544,860)   3,377,832

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

STATEMENT OF CASH FLOWS
FOR THE PERIOD 1 APRIL 2015 TO 30 SEPTEMBER 2015

                                               Notes   01/04/2015 to   01/04/2014 to   01/04/2014 to
                                                         30/09/2015      30/09/2014      31/03/2015
                                                               GBP             GBP             GBP

 Cash flows from operating activities

 Operating loss                                            (323,263)       (339,552)       (741,737)

 Adjustments for changes in:
 Prepayments and receivables                                 (3,543)        (11,603)         (5,556)
 Other payables and accrued expenses                         98,546         108,944          11,305
 Net cash outflow from operating activities
                                                           (228,260)       (242,211)       (735,988)

 Cash flows from investing activities

 Bank interest received                                        4,731           5,531         10,847
 Net cash received from investing activities
                                                               4,731           5,531         10,847

 Net change in cash and cash equivalents                   (223,529)       (236,680)       (725,141)
 Opening cash and cash equivalents                         3,007,823       3,732,964      3,732,964
 Cash and cash equivalents at the end of
 the year                                                  2,784,294       3,496,284      3,007,823

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 APRIL 2015 TO 30 SEPTEMBER 2015
1.    General Information
      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.

      The interim financial statements have not been audited.

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 and in accordance with International Financial Reporting Standards (“IFRS”) as issued
      by the IASB and interpretations issued by the International Financial Reporting Interpretations Committee.
      The financial statements have been prepared in accordance with International Accounting Standard (“IAS”)
      34, Interim Reporting and consistent standards in the annual financial statements 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 period(s)/ year(s) presented, unless otherwise
      stated.

      Standards, interpretations and amendments to published standards effective in 2015
      In 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 2015. This included the Annual
      Improvements 2011-2013 cycle which is effective for the current year.

      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 statements.

      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.

      IAS 1 – Disclosure Initiative
      The Amendments represent the first authoritative output from the IASB’s Disclosure Initiative project. The
      Amendments themselves are designed to further encourage companies to apply professional judgment in
      determining what information to disclose in their financial statements. Furthermore, the Amendments clarify
      that companies should use judgement in determining where and in what order information is presented in the
      financial disclosures.

      The Amendments:
      - Clarify the materiality requirements in IAS 1, including emphasis on the potentially detrimental effect
        of obscuring useful information with immaterial information.
      - Clarify the IAS 1’s specified line items in the statement(s) of profit or loss and other comprehensive
        income and the statement of financial position can be disaggregated.
      - Add requirements for how an entity should present subtotals in the statement(s) of profit or loss and
        other comprehensive income and the statement of financial position.
      - Clarify that entities have flexibility as to the order in which they present the notes, but also emphasise
        that understandability and comparability should be considered by an entity when deciding that order.
      - Remove potentially unhelpful guidance in IAS 1 for identifying a significant accounting policy.

      IAS 1: Disclosure Initiative is effective for annual periods on or after 1 January 2016.

      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 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 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
     period.

     Gains and losses
     Any foreign exchange gains and losses on financial assets and financial liabilities are included in theStatement
     of Comprehensive Income in the period 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

                                                                                 30/09/2015              31/03/2015
                                                                                       GBP                     GBP

      Prepayments                                                                    24,111                  20,568
      Other debtors                                                                       2                       2

                                                                                     24,113                  20,570
6.   Other payables and accrued expenses
                                                                               30/09/2015              31/03/2015
                                                                                     GBP                     GBP

      Investment advisory fees                                                    112,500                       -
      Administration fees                                                           8,750                   8,750
      Directors fees                                                               18,750                  18,750
      Audit fees                                                                    5,000                  10,000
      Registrar fees                                                                  839                     625
      Stock exchange fees                                                               -                     434
      Legal and professional                                                           21                      21
      JSE stock exchange listing                                                      116                   8,850

                                                                                  145,976                  47,430

7.   Share capital
                                                                               30/09/2015              31/03/2015
                                                                                    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 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
                                                                               30/09/2015              31/03/2015
                                                                                     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
                                                                               30/09/2015              31/03/2015
                                                                                     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 for £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 period
      was £17,500 (six months ended 30/09/2014: £17,500; 2015: £50,000) for administration and £12,500 (six
      months ended 30/09/2014: £12,500; 2015: £25,000) for directors’ fees, of this £15,000 (2015: £15,000)
      remained unpaid at the period end.

      Directors
      In addition to the amounts payable to Regal Trustees Limited, Samuel Imerman and Hymie Levin were paid
      directors fees of £6,250 each (six months ending 30/09/2014: £6,250; 2015: £12,500) and Mark Daniell was
      paid directors fees of £12,500 (six months ending 30/09/2014: £12,500; 2015: £25,000). At the period end
      £12,500 (2015: £12,500) remained unpaid.

      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 (2015: 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 Fleming Group Services (Jersey)
      Limited (“Stonehage Fleming”), formerly known as Stonehage Group Services (Jersey) Limited a member of
      the Stonehage Fleming 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 Fleming 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 advisory agreement, the Investment Adviser is entitled to receive fees of
      £450,000 per annum payable quarterly in arrears. During the period, the amount payable to the Investment
      Adviser was £225,000 (six months ended 30/09/2014: £225,000; 2015: £450,000) in respect of the quarterly
      retainer fee, at the period end £112,500 (2015: £nil) remained outstanding.

11.   Commitments and contingencies
      The Company has issued 100 warrants to the Founder (the “Founder Warrants”). 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 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 £13,921 (2015: £15,039), 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 has no
      assets and no liabilities in currencies other than pounds sterling and is therefore not exposed to currency risk.

      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 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 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:
                                                                         30/09/2015          31/03/2015
                                                                               GBP                   GBP

       Other receivables                                                        2                       2
       Cash and cash equivalents                                        2,784,294               3,007,823

                                                                        2,784,296               3,007,825

      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:

                                                                                 30/09/2015               31/03/2015
                                                                                       GBP                      GBP

       Other payables and accrued expenses                                          145,976                  47,430

                                                                                    145,976                  47,430

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 period other than the Directors.

16.   Events after the reporting period
      At the Annual General Meeting (“AGM”) of the Company on 30 October 2015 the Directors approved the
      extension of the Company’s investment period for an additional year, until the 2016 AGM.

17.   Basic / headline loss per share
      Basic / headline 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.

                                                                                 30/09/2015               31/03/2015
                                                                                      GBP                      GBP

       Net loss attributable to shareholders                                        (318,532)               (730,890)
       Weighted average number of shares in issue                                  6,000,001               6,000,001
       Basic loss per share                                                           (0.053)                 (0.122)

       Should the Founder Option have exercised a further 6,000,000 shares would be in issue diluting the loss and
       headline loss per shares, the basic / headline loss per share would have been GBP (0.0265) (2015: GBP
       (0.0609)).

      The headline and diluted headline loss per share are the same as the loss per share and diluted loss per share.
     
Sacoven Plc has a primary listing on the Alternative Investment Market of the London Stock Exchange and a
secondary listing on the AltX of the Johannesburg Stock Exchange.

10 December 2015

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


KPMG Service Proprietary Limited
JSE Sponsor

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