GLOBAL BRANDS S.A. Global Brands S.A. (AIM: GBR) today reports its unaudited interim results for the six months ended 30 June 2014.
Interim Highlights: The Company received interest income of £2k (2013: £0).
Staff costs amounted to £18k (2013: £18k) and related solely to Directors Fees. These have been accrued
and are shown in the balance sheet under 'Trade and other payables'.
Administrative costs for the period amounted to £79k (2013: £99k) and reflect continued stringent cost management.
The total loss for the period was £96.6k (2013: £120k).
Key Developments during the Interim Period:
On 6 February 2014, the Company announced that was in negotiations to acquire UK Onshore Gas Limited ("UKOG"), a private limited company owned by Global Brands' majority shareholder, Gerwyn Williams, and his associates. UKOG owns the entire issued share capital both of UK Methane Limited and (via its subsidiary Thistle Gas Limited) of Coastal Oil & Gas Limited. In accordance with the AIM Rules, trading in the Company's ordinary shares was suspended.
The Company also announced that it had secured a convertible loan facility for up to £300,000 from Mr Williams. The funds will be used to cover the initial due diligence and other costs directly associated with the acquisition (the "Cost Contribution") and for general working capital purposes. £80,000 of the loan was drawn down by 30 June 2014.
On 23 July 2014, the Company announced that the negotiations with UKOG had been terminated and the prop osed acquisition of UKOG would no longer take place. Accordingly, trading in its shares was resumed.
The Company also announced that the terms of the convertible loan facility had been modified and funds drawn down under the facility will no longer be used to cover the due diligence and other costs associated with the acquisition of UKOG but will instead be used for working capital and investment purposes in accordance with the Company's investing policy. The Company has now drawn down £300k of the facility.
It is expected that the Company will raise further funds in the second half of 2014 to provide additional capital to pursue its Investment Policy.
Global Brands S.A. | |
Bruce Vandenberg, CEO Fiona Kinghorn | Tel: +44 7899 791 726 Tel: +44 7867 520 722 |
Nomad | |
Cairn Financial Advisers LLP | |
Sandy Jamieson/James Caithie | Tel: +44 207 148 7900 |
David Scott Tel: +44 207 448 9821
STATEMENT OF COMPREHENSIVE INCOMEunaudited unaudited audited
(Expressed in £) six month period to six month period to year ended
30/06/2014 30/06/2013 31/12/2013
IncomeNotes
Interest 4 2,618 - 4,000
Other net changes in fair value on financial assets at fair value through profit and loss - realised loss
4 - -834 -1,492
Staff costs 4 -18,000 -18,000 -36,000
Administrative expenses 4 -79,158 -99,246 -156,357
Interest and financial charges 4 -2,058 -2,296 -1,498
Income tax - - -2,726
Basic earnings/(loss) per share 5 -0.0003 -0.0004 -0.0006
(Expressed in £) unaudited unaudited audited six month period to six month period to year ended
30/06/2014 30/06/2013 31/12/2013
ASSETS Non-current assetsFinancial assets at fair value through
Notes
profit and loss 4 194,718 182,405 192,100
Total non-current assets 194,718 182,405 192,100
Other receivables - 6,666 - Cash and cash equivalent 4,579 556 1,136
Total current assets 4,579 7,222 1,136
Share capital 6 486,719 440,450 477,550
Share premium 182,483 182.483 182,483
Accumulated losses -663,788 -493,493 -567,190
Shareholders' equity 5,414 129,440 92,843
Provisions for Directors' fees 4 49,000 - 31,000
Other payables 64,883 60,187 69,393
Total current liabilities 113,883 60,187 100,393
Convertible loan 7 80,000 - -
Total equity and liabilities 199,297 189,627 193,236 STATEMENT OF CASH FLOWS(Expressed in £) unaudited unaudited audited six month period to six month period to year ended
30/06/2014 30/06/2013 31/12/2013
OPERATING ACTIVITIESPurchase of financial assets and
Notes
settlement of financial liabilities -2,618 -182,405 -228,302
Proceed from sale of financial assets | - | - | 76,810 | |
Operating expenses paid | 4 | -83,108 | -118,435 | -127,799 |
Funds raised through issuance of
shares 6 9,169 300,970 280,000
Convertible loan 80,000 - - Foreign Exchange Rate Adjustment
Net cash inflows from financing
activities 89,169 300,970 280,000
Cash and cash equivalents:
- balance at beginning of the year 1,136 427 427
- balance at end of the year 4,579 557 1,136
Cash and cash equivalents are represented by:
Cash at banks and in hand 4,579 557 1,136
Due to banks - - -
(Expressed in £) Balance as at 1 January 2012 Comprehensive Income Loss for the year Total Comprehensive Income Transactions with owners Capital restructuring Proceeds from issuance of shares Total Transactions with owners Balance as at 31 December 2012 | Notes | £ 3,329,531 - - -3,180,395 118,855 -3,061,540 267,991 | £ 2,725,567 - - -2,725,567 53,972 -2,671,595 53,972 | £ -4,279,267 -221,916 -221,916 4,128,066 - -4,128,066 -373,117 |
Comprehensive Income | ||||
Loss for the year | - | - | -194,073 | |
Total Comprehensive Income | - | - | -194,073 | |
Transactions with owners | ||||
Proceeds from issuance of shares | 209,559 | 128,511 | - | |
Total Transactions with owners | 209,559 | 128,511 | - | |
Balance as at 31 December 2013 | 477,550 | 182,483 | -567,190 | |
Comprehensive Income | ||||
Loss for the year Total Comprehensive Income | - - | - - | -96,598 -96,598 | |
Transactions with owners | ||||
Proceeds from issuance of shares | 9,169 | - | - | |
Total Transactions with owners | 9,169 | - | - | |
Balance as at 30 June 2014 | 486,719 | 182,483 | -663,788 |
1. Activities
Global Brands S.A. (the "Company") is an Investing Company as defined by AIM rules. On 18 March 2013, the Company adopted and implemented a new investing policy which is to make investments and acquisitions, either through the issues of securities or for cash, in quoted and non-quoted companies and their securities, in the commodities sector with an emphasis on oil and gas and oil and gas service sectors. Such investments include the provision of financing by way of farm-ins, earn-ins, loans, equity or other forms of financing and investments in and to companies in these sectors.
The consolidated interim report and financial information contained therein are the responsibility of the Board of Directors of Global Brands S.A. The interim report was approved by the Board of Directors on 19 August 2014. The interim report for the 6 months period to 30 June 2014 is unaudited.
The financial information relating to the year ended 31 December 2013 is extracted from the statutory audited annual accounts as adjusted for International Financial Reporting Standards ("IFRS"). The reports of the auditors, PricewaterhouseCoopers Luxembourg, on the statutory annual accounts and on the IFRS financial statements at 31
December 2013 were unqualified.
The interim financial statements of Global Brands S.A. for the 6 months ended 30 June 2014 and 30 June 2013 have been prepared using accounting policies on a basis consistent with those adopted for the year ended 31 December
2013.
The Company is an investment entity as defined by IFRS 10. This requires the Company to consolidate all controlled entities involved in the provision of investment-related services (either directly or through a subsidiary to third parties as well as its investors) and report all other subsidiary investments at fair value in its financial statements.
Further, the Company controls Gas Exploration Finance Limited (GEF) through its 100% holding of the GEF's issued ordinary share capital. GEF is incorporated in England and Wales. GEF is the only subsidiary of the Company and does not provide investment related services. GEF is therefore measured at fair value through profit and loss.
The Company received interest income of £2k (2013: £0).
Staff costs amounted to £18k (2013: £19k) and related solely to Directors Fees. These have been accrued and are shown in the balance sheet under 'Trade and other payables'. It has been agreed that each director will be remunerated at the rate of £1,000 per month.
Administrative costs for the period amount to £79k (2013: £99k) The total loss for the period was £96.6k (2013: £120.4k).
The calculation of basic earnings / (loss) per share is based on the following data:
30-Jun 30-Jun 31-Dec
2014 2013 2013
Number of issued shares 353,416,320 348,831,665 348,831,665
£ £ £ Loss for the period/ year (96,598) (120,376) (194,073)
Basic earnings (loss) per share (0.0003) (0.0004) (0.0006)
On 6 February, as a result of the exercise of options the Company issued and allotted 4,584,655 new ordinary shares to raise £9,169.31.
As at 30 June 2014 the number of shares in circulation was 353,416,320 (2013: 348,831,665) shares of no par value.
On 6 February 2014, Global Brands also announced that it had secured a convertible loan facility for up to £300,000 from Mr Williams. As at 30 June 2014, Mr Williams had provided the Company with £80,000 in funds under the facility.
On 23 July 2014, the Company announced that the terms of the facility had been modified and funds drawn down under the facility will no longer be used to cover the due diligence and other costs associated with the acqui sition of UKOG but will instead be used for working capital and investment purposes in accordance with the Company's investing policy. The Company has drawn down a further £220,000 to the Company under the facility.
The key terms of the loan facility are as follows:
the total facility is £300,000;
£80,000 has previously been drawn down to support the Company's working capital requirements;
A further £220,000 has been drawn down by the Company for working capital and investment purposes;
The drawn down loan amount bears interest at rate of 6% per annum;
The outstanding loan amount shall be held on a loan account. Mr Williams may at any time elect that the
Outstanding Loan Amount (in whole or in part) be converted into shares in the Company at the lower of:
o a price of £0.003 per share; or
o a price equating to a 10% discount on the market price at the date of conversion.
Mr Williams currently owns 102,772,728 shares in Global Brands representing an interest of 29.46% in the Company. The amendment to the loan facility therefore constitutes a related party transaction. The Directors, having consulted with the Company's Nominated Adviser, consider that the terms of the loan facility are fair and reasonable insofar as the Company's shareholders are concerned.
****************** Circulation to ShareholdersFollowing this RNS announcement, a pdf copy of the interim results will be placed on the Company's website (www.globalbrands.ch). The Company's website is the primary source of information on the Company and this includes an overview of the activities of the Group and details on all recent Company announcements.
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