DUKEMOUNT CAPITAL PLC
REGISTERED NUMBER 07611240
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 APRIL 2018
DUKEMOUNT CAPITAL PLC
CONTENTS
Company Information
Page
2
Chairman’s Statement 3
Board of Directors 4
Strategic Report
Report of the Directors
5
8
Directors’ Remuneration Report
12
Report of the Independent Auditor
Statement of Comprehensive Income
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Consolidated Statement of Cash Flows
Company Statement of Cash Flows
Notes to the Financial Statements
16
20
21
22
23
24
25
26
27
DUKEMOUNT CAPITAL PLC
COMPANY INFORMATION
Directors
Geoffrey Dart
Timothy Le Druillenec
Paul Gazzard
Secretary
Timothy Le Druillenec
Registered Office
Solicitors
Independent Auditor
Room 4, 1st Floor
50 Jermyn Street
London
SW1Y 6LX
Charles Russell Speechlys
5 Fleet Place
London
EC4M 7RD
PKF Littlejohn LLP
Statutory Auditor
1 Westferry Circus
Canary Wharf
London
E14 4HD
Registered Number
07611240
2
DUKEMOUNT CAPITAL PLC
CHAIRMAN’S STATEMENT
I hereby present the annual financial statements for the year ended 30th April 2018. During the year the
Group reported a loss of £285,968 (30 April 2017 – loss of £177,149). These losses arose in the course
of the Group: pursuing transactions in its chosen sector; acquiring its first property; maintaining the
Company’s listing on the Official List of the UK Listing Authority by way of a standard listing, and include:
directors’ fees; consultancy fees; and professional fees. As at the Statement of Financial Position date the
Company had £148,391 of cash balances.
During the course of the year, through its subsidiary DKE (North West) Limited, a redevelopment project
was acquired on 7th September 2017 which aims to build retail space of approximately 3,200 square feet
and 17 residential apartments for supported living tenants. As part of that project a 50-year lease with a
supported living housing association has been agreed which expects to generate around £234,000 of
income per annum which is CPI-linked.
On 11th June 2018, through its subsidiary DKE Wavertree Limited, the Company signed a 30 year CPI
linked agreement-to-lease at £168,740 per annum with multi-award winning Inclusion Housing (Inclusion)
and has agreed to exchange contracts with the vendor of the property subject to planning permission for
additional rooms.
The Group has explored numerous opportunities during the year and whilst progress has not been as fast
moving as we would have liked we do consider that we are now working with the right parties on the right
properties and look forward to moving ahead with our first two projects and using this model as a blueprint
for future developments. As at the date of this report the Group continues to finalise plans to enhance both
these projects and will make further announcements to the market on these properties as soon as
appropriate.
I would like to thank all those who have assisted and supported the Group during the year and look
forward to a more positive year ahead.
Geoffrey Dart
Executive Chairman
16 August 2018
3
DUKEMOUNT CAPITAL PLC
BOARD OF DIRECTORS
Geoffrey Gilbert Dart - Executive Chairman
Geoffrey is a merchant banker with over 35 years of experience of fund raising and listing transactions. In
1990 he was appointed to the board of Harrell Hospitality Inc, a hotel management and development
company, after he structured and completed its reverse takeover by a US-listed shell company. In 2003,
as chairman of Energy Technique Plc (a UK standard listed company) Geoffrey oversaw the re-structuring
and re-capitalisation of the company. Also in 2003, as a Founder and an Executive Director of London and
Boston Investments Plc (an AIM-listed company), Geoffrey was responsible for M&A activity. In 2010,
Geoffrey joined the board of Hayward Tyler Limited, the specialist pump manufacturer and after raising
equity and debt funding, completed the standard listing of the company and thereafter took on particular
responsibility for the group’s Chinese operations and completed a successful re-structuring of those
operations.
Timothy Vincent Le Druillenec
Timothy has been on the Board of various public and private companies over the years, mostly as Finance
Director and Group Secretary. Several of those companies have been listed on the standard segment of
the London Stock Exchange, AIM and NEX (previously ISDX). He is a Fellow of the Chartered Institute of
Management Accountants.
Paul Gazzard
Paul has over 10 years’ experience of working across investing institutions in the City of London in his
previous role as Fund Manager. He worked with the Panmure Gordon Asset Management team until
August 2002 when he transitioned into the commercial financing sector. Between August 2002 and May
2010, Paul participated in the listing of companies on the AIM market of the London Stock Exchange,
operating at the Senior Executive level within each of the companies.
Since then Paul has worked as a consultant across various AIM listed companies, advising on corporate
and financing related matters, in addition to working as an adviser to several high net worth individuals on
specific corporate and management issues relating to their investment portfolios as well as founding a
number of private companies in the financial services and other sectors.
4
DUKEMOUNT CAPITAL PLC
STRATEGIC REPORT
The Directors present their Strategic Report for the year ended 30 April 2018.
Business Review and Future Developments
On 29 March 2017 Dukemount Capital Plc was admitted to the Official List of the UK Listing Authority by
way of a listing on to the standard segment of the London Stock Exchange. Since the standard listing, the
Group’s principal aim has been to acquire, manage, develop and, where appropriate, on-sell real estate
portfolios specialising mainly in the supported living and hotels sector.
The following entities have been consolidated in to the Group financial statements for the first time in the
year to 30 April 2018:
DKE (North West) Limited, formerly Larch Housing (North West) Limited, incorporated 6 November 2014
in England, of which 100% of the £100 share capital was acquired on 7 September 2017 for £1. This
company simultaneously acquired a property in North West England.
During the year, DKE (North West) Limited acquired property in Liverpool on 7 September 2017. This is to
be a redevelopment project which aims to build retail space of approximately 3,200 square feet and 17
residential apartments for supported living tenants. As part of that project a 50-year lease with a supported
living housing association has been agreed which expects to generate around £234,000 of income per
annum which is CPI-linked.
DKE (Wavertree) Limited, incorporated 24 April 2016 in England, of which 100% of the £1 share capital
was acquired on 6 October 2017. This company subsequently signed an option to acquire a property in
North West England and on 11 June 2018 exchanged contracts, subject to planning permission, on the
property. The company has signed a 30 year CPI linked agreement to lease with Inclusion Housing at a
rent of £168,740 per annum.
As at the date of this report the Group continues to finalise plans to enhance both these projects and will
make further announcements to the market on these properties as soon as appropriate.
The Group invested some of its funds during 2015 into Silver Falcon plc (now Hemogenyx
Pharmaceuticals Plc) which is listed on the standard segment of the London Stock Exchange. This
investment was sold during the year realising a profit of just over £75,000.
During the year, the Group issued equity of £6,000 in settlement of a debt to WalbrookPR for PR services
for the three months to 30 June 2017.
Performance of the Business during the Year and the Position at the End of the Year
The Group reported a loss of £285,968 (2017: £177,149) for the year ended 30 April 2018. The loss was
primarily as a consequence of directors’ fees and professional fees in relation to the maintenance of the
Company’s listing, pursuing transactions and achieving its acquisition of the investment properties referred
to earlier.
Net assets of the Company as at the year end were £353,356 (2017: £633,324). Cash balances as at the
year end were £148,391 (2017: £593,406).
Key Performance Indicators (‘KPIs’)
The Board monitors the activities and performance of the Group on a regular basis. The primary
performance indicator applicable to the Group at this stage of its development is the completion of
transactions to acquire investments properties simultaneously with signing an agreement to lease with a
Housing Association at a long term profitable rental and locating cost effective funding. As referred to
above the Group has already acquired one property and exchanged contracts on a second property
subject to planning permission.
5
DUKEMOUNT CAPITAL PLC
STRATEGIC REPORT
The Directors are also of the opinion that a key primary performance indicator applicable to the Group is
the maintenance of cash reserves held in cash and short-term investments.
Cash at bank
Investment Properties
Available for sale investments
Principal Risks and Uncertainties
2018
2017
£148,391
£197,868
£ -
______
£593,406
£ -
£ 25,000
______
The Directors consider the principal risk for the Group to be the maintenance of its cash reserves whilst it
focuses on its new development projects and targets further transactions in the property sector.
The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors
consider the following risk factors to be of particular relevance to the Group’s activities. It should be noted
that the list is not exhaustive and other risk factors not presently known or currently deemed immaterial
may apply. The risk factors are summarised below:
Market conditions
Market conditions, including general economic conditions and their effect on exchange rates, interest rates
and inflation rates, may impact the ultimate value of the Group regardless of its operating performance.
The Group also faces competition from other organisations, some of which may have greater resources or
be more established in a particular territory in the property sector.
In particular, the Group has to marry up properties that are suitable for supported living tenants, in areas
where there is a shortfall in demand for such properties, with the best Housing Associations and Care
Providers who in turn are acceptable to funders. This process is both time consuming and complex at
times.
Adverse global economic conditions could limit the demand for property and lead to developments being
postponed. This fall in demand could result in the business’s operating results suffering in the future after
any proposed transactions.
The Board considers and reviews all market conditions to try and mitigate any risks that may arise from
these.
Government and Local Authority Support
In circumstances where the Group might seek to sell the long term income from the leases of Supported
Living properties, the ‘blue chip’ nature of this income would appear considerably less attractive to funds
should the financial support from the State be perceived as not readily available in the case of a failed
Housing Association.
Development Costs and Timing
Failure to estimate development and refurbishment costs accurately could result in the Group not meeting
forecast profitability. Delays in the completion of a project could add to increased costs and a loss of
credibility for future projects.
Brexit
The effect on the Group of Article 50 being triggered and the ongoing Brexit negotiations is unknown.
There may be issues raising funds from investors in the short term, however investor markets in the UK
have continued to be strong and it is too early to say if there will be any direct impact. The Directors
continue to monitor events and as the Directors receive more information from the Government and the
EU they will assess the impact to the Group and take appropriate steps as required.
6
DUKEMOUNT CAPITAL PLC
STRATEGIC REPORT
Financing and interest rate risk
The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or
at all) and, if such funding is unavailable, the Group may be required to reduce the scope of future
transactions. Further, Shareholders’ holdings of Ordinary Shares may be materially diluted if debt
financing is not available.
For the planned development projects, it is expected that these will be funded through debt financing. The
existing project will be funded through a financing agreement however no terms have been agreed at the
date of this report.
Risks relating to the Group’s business strategy
The Group is dependent on the ability of the Directors to identify suitable transaction opportunities and to
implement the Group’s strategy. There is no assurance that the Group’s activities will be successful in
finding a suitable transaction that will ultimately be developed.
Dependence on key personnel and management risks
The Group’s business is dependent on retaining the services of a small management team and the loss of
a key individual could have an adverse effect on the future of the Group’s business. The Group’s future
success will also depend in large part upon its ability to attract and retain highly skilled personnel. This risk
is managed by offering salaries that are competitive in the current market. In addition to the Board the
company utilises the expertise of property professionals who have extensive experience and knowledge in
their field and provide valuable assistance to the Board in locating suitable projects and negotiating
contracts with Housing Associations and providers of finance.
Environmental and other regulatory requirements
The event of a breach with any environmental or regulatory requirements may give rise to reputational,
financial of other sanctions against the Group, and therefore the Board considers these risks seriously and
designs, maintains and reviews the policies and processes so as to mitigate or avoid these risks. Whilst
the Board has a good record of compliance, there is no assurance that the Group’s activities will always
be compliant.
This Strategic Report was approved by the Board of Directors, on 16 August 2018.
Timothy Le Druillenec
Director & Group Secretary
7
DUKEMOUNT CAPITAL PLC
REPORT OF THE DIRECTORS
The Directors present the Annual Report and the audited consolidated financial statements for the year
ended 30 April 2018.
The Group’s Ordinary Shares were admitted to trading on the London Stock Exchange, on the Official List
pursuant to chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings, on 29
March 2017.
During the year ended 30 April 2018, one subsidiary was acquired and one incorporated under
Dukemount Capital Plc. See the Strategic Report for specific details.
Principal Activities
The Group’s principal activity is to acquire, manage, develop and, where appropriate on-sell, real estate
portfolios specialising mainly in the supported living and hotels sector.
Directors
The Directors of the Company during the year ended 30 April 2018 were:
Geoffrey Gilbert Dart
Timothy Vincent Le Druillenec
Paul Terence Gazzard (appointed 02 May 2017)
Events after the End of the Reporting Period
On 11th June 2018, through its subsidiary DKE Wavertree Limited, the Group signed a 30 year CPI linked
agreement-to-lease at £168,740 per annum with multi-award winning Inclusion Housing (Inclusion) and
has agreed to exchange contracts with the vendor of the property subject to planning permission for
additional rooms.
Future developments
See the Strategic Report for anticipated future developments of the Group.
Dividends
The Directors do not propose a dividend in respect of the year ended 30 April 2018 (30 April 2017: Nil).
Corporate Governance
As a Group listed on the standard segment of the Official UK Listing Authority, the Group is not required to
comply with the provisions of the UK Corporate Governance Code.
The Group does not choose to voluntarily comply with the UK Corporate Governance Code. However, in
the interests of observing best practice on corporate governance, the Group has regard to the provisions
of the Corporate Governance Code insofar as is appropriate, except that:
• Given the size of the Board and the Group’s current size, certain provisions of the Corporate
Governance Code (in particular the provisions relating to the composition of the Board and the
division of responsibilities between the Chairman and Chief Executive), are not being complied
with by the Group as the Board considers these provisions to be inapplicable.
• Until the Group has accumulated sufficient reserves and appointed two additional Non-Executive
Directors it will not have separate audit and risk, nomination or remuneration committees. The
Board as a whole will instead review audit and risk matters, as well as the Board’s size, structure
and composition and the scale and structure of the Directors’ fees, taking into account the
interests of shareholders and the performance of the Group.
• The UK Corporate Governance Code recommends the submission of all Directors for re-election
at annual intervals..At the last Annual General Meeting in November 2017 Timothy Le Druillenec
and Paul Gazzard were re-elected and at this year’s meeting Geoffrey Dart will seek re-election.
In future years all directors will seek re-election at annual intervals.
8
DUKEMOUNT CAPITAL PLC
REPORT OF THE DIRECTORS
• The Board do not consider an internal audit function to be necessary for the Group at this time due
to the limited number of transactions.
The Directors are responsible for internal control in the Group and for reviewing effectiveness. Due to the
size of the Group, all key decisions are made by the Board. The Directors have reviewed the effectiveness
of the Group’s systems during the period under review and consider that there have been no material
losses, contingencies or uncertainties due to weaknesses in the controls.
Carbon emissions
The Group currently has no trade, no employees other than the Directors and uses a rented office.
Therefore the Group has minimal carbon emissions and it is not practical to obtain emissions data at this
stage.
Directors and Directors’ Interests
The Directors who held office during the period and to the date of approval of these Financial Statements
had the following beneficial interests in the ordinary shares of the Group.
Ordinary shares
30 April 2018
No.
75,000,000
4,000,000
4,000,000
Ordinary shares
30 April 2017
No.
75,000,000
4,000,000
4,000,000
Warrants
interest
30 April 2018
No.
42,314,000
-
-
Warrant
interest
30 April 2017
No.
42,314,000
-
-
Geoffrey Dart*
Timothy Le Druillenec**
Paul Gazzard***
*
Geoffrey Dart is a Director of Chesterfield Capital Limited which holds the 75,000,000 shares and
42,314,000 warrants. Geoffrey Dart’s brother, Bryan Dart, holds warrants over 15,250,000 of the
ordinary shares of the Group. Geoffrey Dart was appointed as a Director on 20 April 2011.
**
Timothy Le Druillenec was appointed as a Director on 13 October 2016.
*** Paul Gazzard was appointed as a Director on 2 May 2017.
Going Concern
The Directors, having made due and careful enquiry, are of the opinion that the Group has adequate
working capital to meet its obligations over the next 12 months. The Directors therefore have made an
informed judgement, at the time of approving the financial statements, that there is a reasonable
expectation that the Group has adequate resources to continue in operational existence for the
foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in the
preparation of the annual financial statements.
See note 2(c) for further considerations made by the Directors in respect of going concern.
Employees
The Group has no employees other than the Directors.
9
DUKEMOUNT CAPITAL PLC
REPORT OF THE DIRECTORS
Substantial Interests
As at 13th August 2018, the Directors were aware of the following shareholdings in excess of 3% of the
Group’s issued share capital.
Chesterfield Capital Limited
Continental Natural Resources Limited
Gary Ellis Carp
Martin Gallagher
Peter Redmond
Financial Risk Management
%
Number of
ordinary shares
22.09
16.79
15.00
4.12
3.68
75,000,000
57,000,000
50,932,000
14,000,000
12,500,000
The Group has a simple capital structure and its principal financial asset is cash. The Group has no
material exposure to market risk or currency risk and the Directors manage its exposure to liquidity risk by
maintaining adequate cash reserves and ensuring any debt financing is at a competitive interest rate
which can be maintained within the group’s cash resources going forward.
Further details regarding risks are detailed in note 2(o) to the financial statements.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report, the Remuneration Report and the
consolidated financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law
the Directors have elected to prepare the Group and Parent Company financial statements in accordance
with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under
Company law the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss of
the Group and Parent Company for that year.
In preparing these financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgments and accounting estimates that are reasonable and prudent;
• State whether applicable IFRSs as adopted by the European Union have been followed, subject to
any material departures disclosed and explained in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Group and Parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group and Parent Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Group and Parent Company and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors
are also responsible for safeguarding the assets of the Group and Parent Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Group and Parent Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of the consolidated financial statements may differ from legislation in other
jurisdictions.
10
DUKEMOUNT CAPITAL PLC
REPORT OF THE DIRECTORS
Statement of Directors’ responsibilities (continued)
The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair,
balanced and understandable and provides the information necessary for shareholders to assess the
Group and Parent Company’s position, performance, business model and strategy.
Each of the Directors, whose names and functions are listed on page 4 confirm that, to the best of their
knowledge and belief:
• The Group and Parent Company financial statements prepared in accordance with IFRS as
adopted by the European Union, give a true and fair view of the assets, liabilities, financial position
and loss of the Group and Parent Company; and
the Strategic Report includes a fair review of the development and performance of the business
and the position of the Group and Parent Company, together with a description of the principal
risks and uncertainties that they face.
•
Provision of information to auditor
So far as each of the Directors is aware at the time this report is approved:
•
•
there is no relevant audit information of which the Group’s auditor is unaware; and
the Directors have taken all steps that they ought to have taken to make themselves aware of any
relevant audit information and to establish that the Group’s auditor is aware of that information.
Auditors
PKF Littlejohn LLP, the auditor, has indicated their willingness to continue in office as auditor. PKF
Littlejohn LLP will be proposed for reappointment in accordance with Section 485 of the Companies Act
2006.
Approved by the Board on 16 August 2018, and signed on its behalf by:
Geoffrey Dart
Director
11
DUKEMOUNT CAPITAL PLC
DIRECTORS’ REMUNERATION REPORT
This remuneration report sets out the Group’s policy on the remuneration of executive and non-executive
Directors together with details of Directors' remuneration packages and service contracts for the financial
year ended 30 April 2018.
Until several transactions have been completed and until it has accumulated sufficient reserves to justify
the appointment of two additional Non-Executive directors, the Group will not have a separate
remuneration committee. The Board as a whole will instead review the scale and structure of the
Directors' fees, taking into account the interests of shareholders and the performance of the Group and
Directors.
The items included in this report are unaudited unless otherwise stated.
Audited information
Directors’ emoluments and compensation
Set out below are the emoluments of the Directors for the year ended 30 April 2018.
Name of Director
Salary and fees
Geoffrey Dart
Timothy
Le Druillenec
Paul Gazzard
Peter Redmond
Total
2018
£
64,584
40,000
Total
2017
% change
from 2017
£
19,625
10,000
229%
300%
£
64,584
40,000
24,375
24,375
-
100%
-
-
10,000
(100%)
TOTAL
128,959
128,959
39,625
It should be noted that the figures for 2017 represent part of the year as the Company was not listed on
the London Stock Exchange until March 2017.
Employment Contracts and Letters of Appointment
The Directors who served during the year all have employment contracts.
The Directors who held office at 30 April 2018 and who had beneficial interests in the Ordinary Shares of
the Group and details of these beneficial interests can be found in the Directors’ Report.
12
DUKEMOUNT CAPITAL PLC
DIRECTORS’ REMUNERATION REPORT
Terms of appointment
The services of the Directors, provided under the terms of agreement with the Group, are dated as follows:
Director
Geoffrey Dart
Timothy Le Druillenec
Paul Gazzard
Year of
appointment
2011
2016
2017
Number of years
completed
6
2
1
Date of current
engagement letter
16 March 2017
16 March 2017
29 June 2017
In accordance with the above agreements the Directors are subject to 6 months’ notice periods and an
annual review.
Other matters
The Group does not have any pension plans for any of the Directors and does not pay pension amounts in
relation to their remuneration. The Group has not paid out any excess retirement benefits to any Directors
or past Directors.
Unaudited information
Performance Graph
The following graph compares the total shareholder return of an ordinary share in Dukemount Capital plc
against the total shareholder return of the FTSE All-share index.
[Source:https://www.google.co.uk/search?q=INDEXFTSE:ASX&e=4112296&tbm=fin&biw=1920&bih=974#
scso=uid_foEFW_waiLHSBc3DoIAC_5:0&smids=/m/02hl6w&wptab=COMPARE]
13
DUKEMOUNT CAPITAL PLC
DIRECTORS’ REMUNERATION REPORT
Remuneration Policy
In setting the policy, the Board has taken the following into account:
• The need to attract, retain and motivate individuals of a calibre who will ensure successful
leadership and management of the Group;
• The Group's general aim of seeking to reward all employees fairly according to the nature of their
role and their performance;
• Remuneration packages offered by similar companies within the same sector;
• The need to align the interests of shareholders as a whole with the long-term growth of the Group;
and
• The need to be flexible and adjust with operational changes throughout the term of this policy.
Remuneration Components
The remuneration policy of the Group is outlined below.
Future Policy Table
Element
Purpose Policy
Operation
Executive directors
Base salary
To
award
for
services
provided
Paid monthly
and will be
reviewable
annually.
The remuneration of Directors
is based on the
recommendations of the
Chairman and comparison with
other companies of a similar
size and sector. Any Director
who serves on any committee,
or who devotes special attention
to the business of the Group, or
who otherwise performs
services which in the opinion of
the Directors are outside the
scope of the ordinary duties of a
Director, may be paid such
extra remuneration as the
Directors may determine.
Opportunity
and
performance
conditions
The total value
of Directors'
fees that may
be paid is
limited by the
Group’s
Articles of
Association to
£200,000 per
annum.
Pension
Benefits
Annual Bonus
N/A Not awarded
N/A Not awarded
N/A Not awarded
Share Options
N/A As above
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
14
DUKEMOUNT CAPITAL PLC
DIRECTORS’ REMUNERATION REPORT
Non-executive directors
Base salary
To
for
award
services
provided
Paid monthly
and reviewable
annually.
The total
value of
Directors'
fees that
may be paid
is limited by
the Group’s
Articles of
Association
to £200,000
per annum.
The Board as a whole
determines the remuneration of
non-executive Directors based
on the recommendations of the
Chairman and comparison with
other companies of a similar size
and sector. There is no element
of remuneration for performance.
Any Director who serves on any
committee, or who devotes
special attention to the business
of the Group, or who otherwise
performs services which in the
opinion of the Directors are
outside the scope of the ordinary
duties of a Directors, may be
paid such extra remuneration as
the Directors may determine.
Pension
Benefits
N/A Not awarded
N/A There is no element of
remuneration for performance.
Share
Options
Notes to the Future Policy Table
N/A Not awarded
N/A
N/A
N/A
N/A
N/A
N/A
The Directors shall also be paid by the Group all travelling, hotel and other expenses as they may
incur in attending meetings of the Directors or general meetings or otherwise in connection with the
discharge of their duties.
Consideration of shareholder views
The Board will consider shareholder feedback received and guidance from shareholder bodies. This
feedback, plus any additional feedback received from time to time, is considered as part of the Group’s
annual policy on remuneration.
Policy for new appointments
Base salary levels will take into account market data for the relevant role, internal relativities, the
individual’s experience and their current base salary. Where an individual is recruited at below market
norms, they may be re-aligned over time (e.g. two to three years), subject to performance in the role.
Benefits will generally be in accordance with the approved policy.
For external and internal appointments, the Board may agree that the Group will meet certain relocation
and/or incidental expenses as appropriate.
Approved on behalf of the Board of Directors.
Geoffrey Dart
Director & Executive Chairman
16 August 2018
15
DUKEMOUNT CAPITAL PLC
REPORT OF THE INDEPENDENT AUDITOR
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF DUKEMOUNT CAPITAL PLC
Opinion
We have audited the financial statements of Dukemount Capital Plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 30 April 2018 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated and Parent Company Statement of Financial Position, the
Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent
Company Statements of Cash Flows and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework that has been applied in their preparation
is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European
Union and as regards the parent company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 30 April 2018 and of the group’s and parent company’s loss for the year
then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted
by the European Union;
the parent company financial statements have been properly prepared in accordance with IFRSs
as adopted by the European Union and as applied in accordance with the provisions of the
Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006 and as regards to the group financial statements, Article 4 of the IAS
Regulation.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
group and parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us
to report to you where:
•
•
the directors’ use of the going concern basis of accounting in the preparation of the financial
statements is not appropriate; or
the directors have not disclosed in the financial statements any identified material uncertainties
that may cast significant doubt about the group’s or the parent company’s ability to continue to
adopt the going concern basis of accounting for a period of at least twelve months from the date
when the financial statements are authorised for issue.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect
of misstatements on our audit and on the financial statements. For the purposes of determining whether
the financial statements are free from material misstatement, we define materiality as the magnitude of
misstatement that makes it probable that the economic decisions of a reasonably knowledgeable person,
relying on the financial statements, would be changed or influenced. We also determine a level of
performance materiality which we use to assess the extent of testing needed to reduce an appropriately
low level the probability that the aggregate of uncorrected and undetected misstatements exceeds
materiality for the financial statements as a whole. When establishing our overall audit strategy, we
determined a magnitude of uncorrected misstatements that we judged would be material for the financial
statements as a whole. We determined materiality for the Group to be £19,400, which is an average of 5%
loss before tax and 5% gross assets. This is considered appropriate considering the principal driving force
of the business is expenditure incurred and cash at bank. Our objective in adopting this approach is to
ensure that total detected and undetected audit differences do not exceed our planning materiality of
£19,400 for the financial statements as a whole.
16
DUKEMOUNT CAPITAL PLC
REPORT OF THE INDEPENDENT AUDITOR
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risk of material misstatement
in the financial statements. In particular, we looked at areas involving significant uncertainty, estimates
and judgement by the Directors and considered future events that are inherently uncertain. We also
addressed the risk of management override of internal controls, including among other matters
consideration of whether there was evidence of bias that represented a risk of material misstatement due
to fraud.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Key Audit Matter
How the scope of our audit responded to the
key audit matter
Classification and valuation of
property
investment
The Group purchased an investment property in
the current period. There is a risk that the
the
presentation, disclosure and valuation of
property is incorrect.
We substantively tested the addition to investment
property, ensuring costs had been correctly
the classifications of
capitalised and meet
investment properties under IAS 40.
We reviewed management’s assessment of the
carrying value of the property and classification
under IAS 40.
We confirmed the ownership of the property
through Land Registry searches.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information. Our
opinion on the group and parent company financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
17
DUKEMOUNT CAPITAL PLC
REPORT OF THE INDEPENDENT AUDITOR
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not identified material misstatements in the
strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for
•
our audit have not been received from branches not visited by us; or
the parent company financial statements and the part of the directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the group and parent company financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for
assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters which we are required to address
We were appointed by the Board on 27 April 2018 to audit the financial statements for the year ended 30
April 2018. Our total uninterrupted period of engagement is 7 years, covering the periods ended 30 April
2012 to 30 April 2018.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the
parent company and we remain independent of the group and the parent company in conducting our audit.
No non-audit services were provided to the Group during the year.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on
the financial statements from our sector experience and through discussions with the directors. We
considered the extent of compliance with those laws and regulations as part of our procedures on the
related financial statement items.
We communicated identified laws and regulations throughout our audit team and remained alert to any
indications of non-compliance throughout the audit.
As with any audit, there remained a higher risk of non-detection of irregularities, as these may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
Our audit opinion is consistent with the additional report to the Board.
18
DUKEMOUNT CAPITAL PLC
REPORT OF THE INDEPENDENT AUDITOR
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the
company and the company's members as a body, for our audit work, for this report, or for the opinions we
have formed.
Zahir Khaki (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
16 August 2018
1 Westferry Circus
Canary Wharf
London E14 4HD
19
DUKEMOUNT CAPITAL PLC
STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 APRIL 2018
Note
3
9
6
9
9
Continuing operations
Revenue
Administrative expenses
Operating loss
Interest received
Profit/(loss) on disposal of available for sale financial
asset
Loss before taxation
Income tax
Loss for the year attributable to equity owners
Other Comprehensive Income:
Items that may be subsequently reclassified to profit
or loss:
Change in fair value of available for sale financial
assets
Reclassification of cumulative (gain)/loss on
available for sale financial assets on disposal
Total comprehensive income for the year
attributable to the equity owners
Earnings per share attributable to equity owners
Group
2018
£
-
Company
2017
£
-
(363,110)
_______
(167,470)
_____
(363,110)
(167,470)
188
76,954
_______
-
(9,679)
_____
(285,968)
(177,149)
-
_______
(285,968)
_______
-
_____
(177,149)
_____
77,500
800
(77,500)
_______
17,200
_____
(285,968)
(159,149)
_______
_____
Basic and diluted (pence)
12
(0.084)
_______
(0.099)
_____
The Accounting Policies and Notes on pages 27 to 45 form part of the financial statements.
20
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2018
Note
30 April 2018
£
Assets
Non current assets
Investment properties
Current Assets
Trade and other receivables
Cash and cash equivalents
Total Assets
Equity and Liabilities
Equity
Share capital
Share premium
Share based payments reserve
Retained earnings
Current Liabilities
Trade and other payables
Total Equity and Liabilities
7
10
13
14
16
197,868
32,847
148,391
_______
379,106
_______
339,500
736,337
30,499
(752,980)
_______
353,356
25,750
_______
379,106
_______
These Consolidated Financial Statements were approved and authorised for issue by the Board of
Directors and were signed on its behalf on 16 August 2018.
Geoffrey G. Dart
Director
The Accounting Policies and Notes on pages 27 to 45 form part of the financial statements.
21
DUKEMOUNT CAPITAL PLC
COMPANY NUMBER: 07611240
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2018
Assets
Non current assets
Investment in Subsidiaries
Current Assets
Available for sale financial assets
Trade and other receivables
Cash and cash equivalents
Total Assets
Equity and Liabilities
Equity
Share capital
Share premium
Share based payments reserve
Retained earnings
Current Liabilities
Trade and other payables
Total Equity and Liabilities
Note
30 April 2018
£
30 April 2017
£
8
9
10
13
14
16
101
-
-
244,614
148,391
_______
393,106
_______
25,000
41,793
593,406
_______
660,199
_______
339,500
736,337
30,499
(731,480)
_______
338,300
731,537
30,499
(467,012)
_______
374,856
633,324
18,250
_______
393,106
_______
26,875
_______
660,199
_______
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from
presenting the Parent Company Income Statement and Statement of Comprehensive Income. The loss for
the Parent Company for the year was £264,468 (2017: £177,149) and the total comprehensive loss for the
year was £264,468 (2017: £159,149).
These Financial Statements were approved and authorised for issue by the Board of Directors and were
signed on its behalf on 16 August 2018.
Geoffrey G. Dart
Director
The Accounting Policies and Notes on pages 27 to 45 form part of the financial statements.
22
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 APRIL 2018
Share
Capital
Share
premium
£
£
Share
based
payments
reserve
£
Retained
earnings
Total
£
£
Balance as at 1 May 2017
338,300
______
731,537
_______
30,499
______
(467,012)
_______
633,324
_______
Loss for the year
Other comprehensive Income
Change in fair value of available for sale
financial assets
Reclassification of cumulative gain on
available for sale financial assets on
disposal
Total comprehensive income for the year
Transactions with equity owners
Issue of ordinary shares
Total transactions with owners
-
-
-
-
-
-
-
(285,968)
(285,968)
-
-
77,750
77,500
(77,750)
(77,500)
______
-
______
_______
-
_______
_______
-
_______
_______
(285,968)
_______
_______
(285,968)
_______
1,200
______
1,200
______
4,800
_______
4,800
_______
-
_______
-
_______
-
_______
-
_______
6,000
_______
6,000
_______
Balance as at 30 April 2018
339,500
______
736,337
_______
30,499
_______
(752,980)
_______
353,356
_______
The Accounting Policies and Notes on pages 27 to 45 form part of the financial statements.
23
DUKEMOUNT CAPITAL PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 APRIL 2018
Share
Capital
Share
premium
£
£
Share
based
payments
reserve
£
Retained
earnings
Total
£
£
Balance as at 1 May 2016
152,500
______
196,500
_______
23,308
_______
(307,863)
_______
64,445
_______
Loss for the year
Other comprehensive income
Change in fair value of available for sale
financial assets
Reclassification of cumulative loss on
available for sale financial assets on
disposal
Total comprehensive income for the year
-
-
-
-
-
-
-
(177,149)
(177,149)
-
-
800
800
17,200
17,200
______
-
______
_______
-
_______
______
-
______
_______
(159,149)
_______
_______
(159,149)
_______
Issue of ordinary shares
185,800
623,200
Issue costs
-
(88,163)
-
-
-
-
809,000
(88,163)
Share based payments
Total transactions with owners
-
______
185,800
______
-
_______
535,037
_______
7,191
_______
7,191
______
-
_______
-
_______
7,191
_______
728,028
_______
Balance as at 30 April 2017
338,300
______
731,537
_______
30,499
______
(467,012)
_______
633,324
_______
At 1 May 2017
Loss for the year
Other comprehensive Income
Change in fair value of available for sale
financial assets
Reclassification of cumulative loss on
available for sale financial assets on
disposal
Total comprehensive income for the year
338,300
731,537
30,499
(467,012)
633,324
-
-
-
-
-
-
-
(264,468)
(264,468)
-
-
77,750
77,500
(77,750)
(77,500)
______
-
______
_______
-
_______
_______
-
_______
_______
(264,468)
_______
_______
(264,468)
_______
Issue of ordinary shares
1,200
4,800
-
-
Total transactions with owners
______
1,200
______
_______
4,800
_______
_______
-
_______
_______
-
_______
6,000
_______
6,000
_______
Balance as at 30 April 2018
339,500
______
736,337
_______
30,499
_______
(731,480)
_______
374,856
_______
The Accounting Policies and Notes on pages 27 to 45 form part of the financial statements.
24
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 30 APRIL 2018
Note
2018
£
Cash Flows from Operating Activities
Loss before taxation
(285,968)
Adjustments for:
Profit on disposal of available for sale financial assets
Share based payment
9
13
(76,954)
6,000
Changes in working capital:
Decrease in trade and other receivables
Decrease in trade and other payables
Net Cash used in Operating Activities
Cash Flows from Investing Activities
Purchase of investment property
Proceeds from sale of available for sale financial assets
7
9
Net Cash used in Investing Activities
Net Decrease in Cash and Cash Equivalents
Cash and cash equivalents at the beginning of the year
Cash and Cash Equivalents at the End of the Year
8,946
(1,125)
_____
(349,101)
_______
(197,868)
101,954
_______
(95,914)
_______
(445,015)
593,406
_______
148,391
_______
The only non-cash transaction in the year was the issue of 1,200,000 ordinary shares to WalbrookPR for
PR services.
The Accounting Policies and Notes on pages 27 to 45 form part of the financial statements.
25
DUKEMOUNT CAPITAL PLC
COMPANY STATEMENT OF CASH FLOWS
YEAR ENDED 30 APRIL 2018
Note
2018
£
2017
£
Cash Flows from Operating Activities
Loss before taxation
(264,468)
(177,149)
Adjustments for:
(Profit)/Loss on disposal of available for sale financial
assets
Share based payment
9
13
(76,954)
6,000
Changes in working capital:
Increase in trade and other receivables
(Decrease)Increase in trade and other payables
Net Cash used in Operating Activities
Cash Flows from Investing Activities
Purchase of subsidiaries
Proceeds from sale of available for sale financial assets
8
9
Net Cash generated from Investing Activities
Cash Flows from Financing Activities
Proceeds from issue of shares, net of issue costs
Net Cash generated from Financing Activities
(202,821)
(8,625)
_______
(546,868)
_______
(101)
101,954
______
101,853
______
-
______
-
_______
9,679
7,191
(37,867)
23,025
______
(175,121)
_______
-
10,321
______
10,321
______
720,837
______
720,837
_______
Net (Decrease)/Increase in Cash and Cash
Equivalents
(445,015)
556,037
Cash and cash equivalents at the beginning of the year
Cash and Cash Equivalents at the End of the Year
593,406
_______
148,391
_______
37,369
_______
593,406
_______
The only non-cash transaction in the year was the issue of 1,200,000 ordinary shares to WalbrookPR for
PR services.
The Accounting Policies and Notes on pages 27 to 45 form part of the financial statements.
26
DUKEMOUNT CAPITAL PLC
1. General Information
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
Dukemount Capital Plc was incorporated in the UK on 20 April 2011 as a public limited company with the
name Black Lion Capital Plc. The Company subsequently changed its name to Black Eagle Capital Plc on
13 September 2011 and on 15 November 2016 changed its name to Dukemount Capital Plc. On 29 March
2017 the Company was admitted to the London Stock Exchange by way of a standard listing.
The Group’s principal activity is to acquire, manage, develop and, where appropriate on-sell, real estate
portfolios specialising mainly in the supported living and hotels sector.
The parent company’s registered office is located at 50 Jermyn Street, London SW1Y 6LX.
2. Summary of Significant Accounting Policies
The principal Accounting Policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the periods presented, unless otherwise
stated.
a) Basis of Preparation of Financial Statements
The financial statements of Dukemount Capital Plc have been prepared in accordance with International
Financial Reporting Standards (IFRSs) and IFRIC interpretations (IFRS IC) as adopted by the European
Union and the Companies Act 2006 applicable to companies reporting under IFRS. The financial
statements have also been prepared under the historical cost convention, as modified by the revaluation
of available for sale financial assets at fair value.
The financial statements are presented in Pound Sterling (£), rounded to the nearest pound.
The consolidated entities include the wholly owned subsidiaries DKE (North West) Limited and DKE
(Wavertree) Limited. Both subsidiaries were dormant in the previous period.
The individual entity financial statements of each subsidiary were prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (FRS 101).
b) Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are deconsolidated from the
date that control ceases.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when
the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are
included in the consolidated financial statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
27
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2. Summary of Significant Accounting Policies (continued)
b) Basis of consolidation (continued)
The group applies the acquisition method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquire and the equity interests issued by the group. The
consideration transferred includes the fair value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in
a business combination are measured initially at their fair values at the acquisition date. The group
recognises any non-controlling interest in the acquired companies on an acquisition-by-acquisition basis,
either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of
acquiree’s identifiable net assets.
Inter-company transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries
have been adjusted to conform with the group’s accounting policies.
c) Going Concern
The preparation of consolidated financial statements requires an assessment on the validity of the going
concern assumption.
The Directors have reviewed projections for a period of at least 12 months from the date of approval of the
Financial Statements. The Group has no revenues but significant cash resources were raised, following its
listing, to finance its activities whilst it identifies and completes suitable transaction opportunities. Further
development of the existing and new projects is reliant on further external funding. The Group are
currently in negotiations with several parties to secure future funding for the development work.
Furthermore, the Group is in advanced negotiations to enhance both of its existing projects with
investment funds.
In making their assessment of going concern, the Directors acknowledge that the Group has a very small
cost base and can therefore confirm that they hold sufficient funds to ensure the Group continues to meet
its obligations as they fall due for a period of at least one year from date of approval of these Financial
Statements. The Group can enter in to significant cost cutting measures to ensure sufficient capital
resources to continue as a going concern. Accordingly, the Board believes it is appropriate to adopt the
going concern basis in the preparation of the Financial Statements.
d) Changes in accounting policies and disclosure
i) New and Amended Standards mandatory for the first time for the period beginning 1 May 2017
No new standards, amendments or interpretations, effective for the first time for the financial year
beginning on or after 1 May 2017 have had a material impact on the Group.
ii) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and
not early adopted
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the
financial statements are listed below. The Group intends to adopt these standards, if applicable, when
they become effective.
28
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2. Summary of Significant Accounting Policies (continued)
d) Changes in accounting policies and disclosure (continued)
Standard
Impact on initial application
IFRS 9 (Amendments)
Financial Instruments
IFRS 15
IFRS 16
IFRS 2 (Amendments)
Annual improvements
IFRIC Interpretations 22
IAS 40 (Amendments)
Revenue from contracts with customers
Leases
Share-based payments – classification and measurement
2014-2016 Cycle
Foreign currency transactions and advanced
consideration
Transfers of Investment Property
IFRIC 23
Uncertainty over Income Tax Treatments
Annual improvements
*Subject to EU endorsement
2015-2017 Cycle
Effective date
1 January 2018
1 January 2018
1 January 2019
1 January 2018
1 January 2018
1 January 2018
1 January 2018
1 January 2019
Not yet known
The Group is evaluating the impact of the new and amended standards above. The Directors believe that
these new and amended standards are not expected to have a material impact on the Group’s results or
shareholders’ funds. There is not expected to be any significant impact from the introduction of IFRS 15 as
the Group does not have any revenue from contracts with customers.
Based on an analysis of the Group’s financial assets and financial liabilities as at 30 April 2018 on the
basis of the facts and circumstances that exist at that date, the Directors of the Group do not expect there
to be a significant impact on the adoption of IFRS 9.
e) Segmental reporting
Identifying and assessing investment projects is the only activity the Group is involved in and is therefore
considered as the only operating/reportable segment. As the subsidiaries grow and acquire additional
properties and projects, management will then consider them as separate reportable segments.
Therefore the financial information of the single segment is the same as that set out in the Statement of
Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the
Statement of Cashflows.
f) Tangible Assets
i. Investment properties
Investment properties are stated at historical cost less depreciation. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.
ii. Investment properties not available for use
Investment properties not available for use relate to properties that are being refurbished, and are stated
at cost. These assets are not depreciated until they are available for use.
iii. Impairment of tangible assets
An asset’s carrying amount is written down immediately to its recoverable amount if it is greater than its
estimated recoverable amount.
29
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2. Summary of Significant Accounting Policies (continued)
g) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and deposit balances with banks and
similar institutions. This definition is also used for the Statement of Cash Flows.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to
credit risk. The Group will only keep its holdings of cash and cash equivalents with institutions which have
a minimum credit rating of ‘AA-’.
The Group considers that it is not exposed to major concentrations of credit risk.
h) Financial Instruments
Financial assets
Financial assets, comprising solely of other receivables and cash and cash equivalents, are classified as
loans and receivables held at amortised cost.
Other financial assets, being available for sale financial assets, are classified as available for sale. This
classification is determined at initial recognition and depends on the purpose for which the financial assets
were acquired. These assets are non-derivative financial assets either designated as such or not
classifiable under any of the other categories. They are included under current assets as management
intends to dispose of the investments within 12 months of the end of the reporting period, where it is in the
Group’s best interests to do so.
Available for sale financial assets are initially recognised at fair value plus transaction costs. Financial
assets are derecognised when the rights to receive cash flows from the assets have expired or have been
transferred, and the Group has transferred substantially all of the risks and rewards of ownership.
Available for sale financial assets are subsequently carried at fair value unless the Group is precluded
from doing so as, in the case of unlisted equity securities, the range of reasonable fair value estimates is
significant and the probabilities of the various estimates cannot be reasonably assessed. In such
circumstances available-for-sale financial assets are held at cost and reviewed annually for impairment.
Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Changes in the fair value of monetary and non-monetary non-derivative financial assets classified as
available for sale are recognised in other comprehensive income. When such financial assets classified as
available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are
included in profit or loss as net “gains/(losses) from disposal of available for sale financial assets.”
Dividends on available-for-sale equity instruments are recognised in profit or loss as part of other income
when the Group’s right to receive payments is established.
The Group assesses at the end of each reporting period whether there is objective evidence that a
financial asset, or a group of financial assets, is impaired. A financial asset, or a group of financial assets,
is impaired, and impairment losses are incurred, only if there is objective evidence of impairment as a
result of one or more events that occurred after the initial recognition of the asset (a “loss event”), and that
loss event (or events) has an impact on the estimated future cash flows of the financial asset, or group of
financial assets, that can be reliably estimated.
The criteria that the Group uses to determine that there is objective evidence of an impairment loss
include:
• significant financial difficulty of the issuer or obligor;
• a breach of contract, such as a default or delinquency in interest or principal repayments;
30
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2. Summary of Significant Accounting Policies (continued)
h) Financial Instruments (continued)
the disappearance of an active market for that financial asset because of financial difficulties;
•
• observable data indicating that there is a measurable decrease in the estimated future cash flows
from a portfolio of financial assets since the initial recognition of those assets, although the
decrease cannot yet be identified with the individual financial assets in the portfolio; or
for assets classified as available-for-sale, a significant or prolonged decline in fair value of the
security below its cost.
•
• For loans and receivables, the amount of the impairment loss is measured as the difference
between the asset’s carrying amount and the present value of estimated future cash flows
(excluding future credit losses that have not been incurred), discounted at the financial asset’s
original effective interest rate. The asset’s carrying amount is reduced, and the loss is recognised
in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised (such as an improvement in the
debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or
loss.
For assets classified as available-for-sale, the Group assesses at each reporting period whether there is
objective evidence that a financial asset is impaired. In the case of equity investments classified as
available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is one
example that the asset is impaired. If any such evidence exists for available-for-sale financial assets, the
cumulative loss, measured as the difference between the acquisition cost and the current fair value, less
any impairment loss on the financial previously recognised in profit or loss, is removed from equity and
recognised in profit or loss. Impairment losses recognised in profit or loss on equity instruments are not
reversed through profit or loss.
i) Financial liabilities
Financial liabilities, comprising trade and other payables, are held at amortised cost.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Accounts payable are classified as current liabilities if payment is due
within one year or less. If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value, and subsequently measured at amortised
cost using the effective interest method.
31
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2. Summary of Significant Accounting Policies (continued)
j) De-recognition of Financial Instruments
i. Financial Assets
A financial asset is derecognised where:
•
•
•
the right to receive cash flows from the asset has expired;
the Group retains the right to receive cash flows from the asset, but has assumed an obligation to
pay them in full without material delay to a third party under a pass-through arrangement; or
the Group has transferred the rights to receive cash flows from the asset, and either has
transferred substantially all the risks and rewards of the asset or has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the
asset.
ii. Financial Liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. Where an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition of a new liability, and
the difference in the respective carrying amounts is recognised in the statement of comprehensive income.
k) Taxation
Current tax
Current tax is based on the taxable profit or loss for the year. Tax is recognised in profit or loss, except to
the extent that it relates to items recognised in other comprehensive income or recognised in equity. In this
case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Current tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax
Deferred tax is recognised using the liability method in respect of temporary differences arising from
differences between the carrying amount of assets and liabilities in the Financial Statements and the
corresponding tax bases used in the computation of taxable profit. However, deferred tax is not accounted
for if it arises from initial recognition of an asset or liability in a transaction that at the time of the
transaction affects neither accounting nor taxable profit or loss. In principle, deferred tax liabilities are
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that
it is probable that taxable profits will be available against which deductible temporary differences can be
utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or different taxable entities where
there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted at
the Statement of Financial Position date and are expected to apply to the period when the deferred tax
asset is realised or the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
32
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2. Summary of Significant Accounting Policies (continued)
l) Equity
Equity comprises the following:
• Share capital representing the nominal value of the equity shares;
• Share premium representing consideration less nominal value of issued shares and costs directly
attributable to the issue of new shares;
• Share based payments reserve representing the fair value of share based payments valued in
accordance with IFRS 2;
• Retained earnings representing retained profits and losses, and the accumulated fair value
adjustments on available-for-sale financial assets that are not permanently impaired.
m) Share Capital
Ordinary shares are classified as equity.
n) Share Based Payments
The Group has issued warrants over the ordinary share capital as described in note 15. In accordance
with IFRS 2, the total amount to be expensed over the vesting period for warrants issued for services is
determined by reference to the fair value of the warrants granted, excluding non-market vesting
conditions. Non-market vesting conditions are included in assumptions about the number of warrants that
are expected to vest.
For warrants issued relating to the raising of finance, the relevant expense is offset against the share
premium account. The total amount to be expensed is determined by reference to the fair rate of the
warrants granted, excluding non-market vesting conditions. Non-market vesting conditions are included in
assumptions about the number of warrants that are expected to vest.
o) Financial Risk Management
Financial Risk Factors
The Group’s activities expose it to a variety of financial risks: market risk (price risk), credit risk and
liquidity risk. The Group’s overall risk management programme seeks to minimise potential adverse
effects on the Group’s financial performance. None of these risks are hedged.
The Group has no foreign currency transactions or borrowings, so is not exposed to market risk in terms of
foreign exchange risk. The Group will require funding to acquire and develop and/or refurbish its
properties and accordingly will be subject to interest rate risk.
Risk management is undertaken by the Board of Directors.
Market Risk – price risk
The Group was exposed to equity securities price risk because of investments held by the Group,
classified as available-for-sale financial assets. These assets were sold in the year, and therefore the
carrying value at the year end is £Nil, which represents the maximum exposure for the Group.
The Group is not exposed to commodity price risk. The Directors will revisit the appropriateness of this
policy should the Group’s operations change in size or nature.
The Group previously held investments in equity of other entities which are publicly traded and are listed
on the London Stock Exchange. These investments in Hemogenyx Pharmaceuticals Plc were valued in
accordance with tier 3 of the fair value hierarchy in the previous period, as the shares were previously
suspended. The shares started trading again in the current period, therefore because there was an active
33
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2. Summary of Significant Accounting Policies (continued)
o) Financial Risk Management (continued)
market the investment has been classified as level 1 for the revaluation on disposal in the year ended 30
April 2018.
There is a limited volume of shares traded in these companies and if a significant disposal of the shares
was made by the Group, this could have a significant impact on the realisable value of their shares. The
table below summarises the potential impact of increases/decreases in the market price on the Group’s
results for the year and on equity. The analysis is based on the assumption that the share prices have
increased/decreased by 5% with all other variables held constant and all the Group’s equity instruments
moved according to the historical correlation with the market:
Potential impact on:
Listed Investments (Level 1)
Available-for-sale financial assets – 5% increase
Available-for-sale financial assets – 5% decrease
Profit/(Loss) for
the year
Other
comprehensive income
2018
£
-
-
____
2017
£
-
-
___
2018
£
-
-
____
2017
£
1,250
(1,250)
____
There is no impact at the year end as all level 1 investments had been disposed of in the year and fair
value gains and losses recognised in profit or loss.
Credit risk
Credit risk arises from cash and cash equivalents as well as any outstanding receivables. Management
does not expect any losses from non-performance of these receivables. The amount of exposure to any
individual counter party is subject to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to
credit risk, which is stated under the cash and cash equivalents accounting policy.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will
encounter difficulty in meeting its financial obligations as they fall due. The proceeds raised from the
placing are being held as cash to enable the Group to fund a transaction as and when a suitable target is
found.
Controls over expenditure are carefully managed, in order to maintain its cash reserves whilst it targets a
suitable transaction.
Financial liabilities are all due within one year.
Capital risk management
The Group’s objectives when managing capital is to safeguard the Group’s ability to continue as a going
concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain
an optimal capital structure. The Group has no borrowings.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares.
The Group monitors capital on the basis of the total equity held by the Group, being £353,356 as at 30
April 2018 (2017: £633,324).
34
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2. Summary of Significant Accounting Policies (continued)
p) Fair Value Estimation
The table below analyses financial instruments carried at fair value, by valuation method. The level at
which a financial instrument can be defined is as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
•
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2); and
Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) (Level 3).
•
The following table presents the Group’s financial assets that are measured at fair value.
Assets
Available-for-sale financial assets
Total assets
2017
Level 3
£
Total
£
25,000
______
25,000
______
25,000
______
25,000
______
The investment in Hemogenyx Pharmaceuticals Plc (formerly Silver Falcon Plc) is quoted and would be
classified as Level 1. The investment, which was previously valued in accordance with level 3 of the fair
value hierarchy when the listing was previously suspended, has been transferred to level 1 in the year
ended 30 April 2018, as the shares commenced trading in an active market.
The fair value of financial instruments traded in active markets is based on quoted market prices at the
end of the reporting period. A market is regarded as active if quoted prices are readily and regularly
available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and
those prices represent actual and regularly occurring market transactions on an arm’s length basis. The
fair values of quoted investments are based on current bid prices.
The fair value of financial instruments that are not traded in an active market is determined by using
valuation techniques. These valuation techniques maximise the use of observable market data where it is
available, and rely as little possible on entity-specific estimates. If all significant inputs required to fair
value an instrument are observable, the instrument is included in Level 2. If one or more of the significant
inputs is not based on observable market data, the instrument is included in Level 3.
Specific valuation techniques used to value financial instruments include:
• quoted market prices or dealer quotes for similar instruments;
• other techniques, such as discounted cash flow analysis or the last available quoted market price
are used to determine fair value for the remaining financial instruments.
35
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2. Summary of Significant Accounting Policies (continued)
p) Fair Value Estimation (continued)
The following table presents the changes in Level 1 instruments for the period ended:
Balance as at 1 May
Transfer from Level 3 to Level 1
Fair value profit/(loss)
Disposals of Level 1
Balance as at 30 April
2018
£
-
25,000
77,750
(102,750)
______
-
______
The following table presents the changes in Level 3 instruments for the period ended:
Balance as at 1 May
Transfer from Level 3 to Level 1
Balance as at 30 April
2018
£
25,000
(25,000)
______
-
______
2017
£
2,000
-
800
(2,800)
______
-
______
2017
£
25,000
-
______
25,000
______
q) Critical Accounting Estimates and Judgements
The Directors make estimates and assumptions concerning the future as required by the preparation of
the financial statements in conformity with EU endorsed IFRSs. The resulting accounting estimates will, by
definition, seldom equal the related actual results.
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.
i. Share based payments
In accordance with IFRS 2 ‘Share Based Payments’ the Group has recognised the fair value of warrants
calculated using the Black-Scholes option pricing model. The Directors have made significant assumptions
particularly regarding the volatility of the share price at the grant date in order to calculate a total fair value.
Further information is disclosed in Note 15.
36
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2. Summary of Significant Accounting Policies (continued)
q) Critical Accounting Estimates and Judgements (continued)
ii.
Impairment of investment property
The Group makes an estimate of the recoverable value of investment property. When assessing
impairment of investment properties, management considers factors including the condition of the property
and expected rent yield. As asset’s carrying amount is written down immediately to its recoverable amount
if it is greater than its estimated recoverable amount. See note 7 for the net carrying amount of the
investment property.
3. Expenses by Nature
Directors’ fees
Social security and other taxation
Establishment costs
Legal and professional fees
Listing/ regulatory costs
Travel and accommodation
Share option charge
Other expenses
Total Administrative Expenses
2018
£
128,959
13,611
34,149
145,635
29,763
4,993
-
6,000
______
363,110
______
2017
£
32,500
-
8,581
54,058
61,396
2,207
7,191
1,537
______
167,470
______
37
DUKEMOUNT CAPITAL PLC
4. Directors’ Remuneration
Company
Geoffrey Dart
Timothy Le Druillenec
Paul Gazzard (appointed 2 May 2017)
Peter Redmond (resigned 26 April 2017)
Total
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2018
£
64,584
40,000
24,375
-
_____
2017
£
12,500
10,000
-
10,000
_____
128,959
______
32,500
______
There are no other employees of the Group.
5. Services provided by the Company’s Auditors
During the year, the Group obtained the following services from the Group’s auditors and its associates:
2018
£
2017
£
19,500
10,000
-
-
1,000
10,000
______
______
Fees payable to the Company’s auditor and its associates for the audit
of the Group and Company Financial Statements
Fees payable to the Company’s auditor for tax compliance and other
Services
Fees payable to the Company’s auditor for corporate finance work in
relation to the listing
6. Taxation
Tax Charge for the Year
No taxation arises on the result for the year due to taxable losses.
Factors Affecting the Tax Charge for the Period
The tax credit for the period does not equate to the loss for the period at the applicable rate of UK
Corporation Tax of 19.00% (2017: 19.92%). The differences are explained below:
38
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
DUKEMOUNT CAPITAL PLC
6. Taxation (continued)
Loss for the period before taxation
Loss for the period before taxation multiplied by the standard
rate of UK Corporation of 19.00% (2017: 19.92%)
Expenses not deductible for tax purposes
Income not taxable for tax purposes
Losses carried forward on which no deferred tax asset is recognised
2018
£
2017
£
(285,968)
______
(177,149)
_____
(54,334)
(35,284)
458
3,426
-
(1,498)
53,876
______
-
______
33,356
_____
-
_____
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Group at 30 April 2018 against future profits are
estimated at £663,000 (2017 - £371,000). Tax losses available to carry forward by the Company are
estimated at £641,000 (2017 - £371,000).
A deferred tax asset has not been recognised in respect of these losses in view of uncertainty as to the
level of future taxable profits.
7. Investment properties
Group
Cost
As at 1 May 2017
Additions
As at 30 April 2018
Investment
property
£
-
197,868
197,868
Through its subsidiary DKE (North West) Limited, a redevelopment project was acquired on 7 September
2017 which aims to build retail space of approximately 3,200 square feet and 17 residential apartments for
supported living tenants. As part of that project a 50-year lease with a supported living housing association
has been agreed which expects to generate around £234,000 of income per annum which is CPI-linked.
Due to the proximity of the purchase to the year-end, the Directors consider that the cost is equal to the
fair value.
39
DUKEMOUNT CAPITAL PLC
8. Investment in subsidiaries
Company
Shares in Group Undertaking
As at 1 May
Additions in the year
At 30 April 2018
Details of Subsidiaries
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
2018
£
-
101
101
2017
£
-
-
-
Details of the subsidiaries at 30 April 2018 are as follows:
Name of subsidiary
Country of
incorporation
Share
capital
held by
Parent
DKE (North West
Limited)
DKE (Wavertree)
Limited
England
100
England
1
% share
capital held
100%
100%
Principal activities
Property management and
development
Property management and
development
The registered office of all subsidiary undertakings is the same as the parent company.
9. Available for sale financial assets
At beginning of period
Disposals
Fair value profit/(loss)
At End of Period
Less: non-current portion
Current Portion
2018
£
25,000
(102,750)
77,750
______
-
-
______
-
______
2017
£
27,000
(2,800)
800
______
25,000
-
______
25,000
______
As at 30 April 2018 all available for sale financial assets had been realised.
40
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
9. Available for sale financial assets (continued)
The Group previously held 2,500,000 Ordinary share of 1p each at par in Hemogenyx Pharmaceuticals
Plc (formerly Silver Falcon Plc). Silver Falcon was listed on the FTSE All Share Index of the London Stock
Exchange on 9 November 2015. The Group sold its entire holding in Hemogenyx Pharmaceuticals Plc for
£101,954 on 26 February 2018. On disposal, the gain of £77,750 previously recognised in other
comprehensive income has been reclassified to profit or loss. This has given a net gain of £76,954
recognised in profit or loss in the year.
10. Trade and Other Receivables
Other receivables, including prepayments
Amounts owed by group undertakings
Group
2018
£
Company
2018
£
Company
2017
£
32,847
31,847
-
_____
32,847
_____
212,767
_____
244,614
_____
41,793
-
_____
41,793
_____
The fair value of all receivables is the same as their carrying values stated above.
At 30 April 2018 all receivables were fully performing, and therefore do not require impairment.
The maximum exposure to credit risk at the reporting date is the carrying value mentioned above. The
Group does not hold any collateral as security.
DKE (Wavertree) Limited signed an option of £1,000 to acquire a property in North West England on a
four month term and then a further two month extension. This is included within other receivables.
Amounts due from group undertakings are unsecured, interest free, have no fixed date of repayment and
repayable on demand. They have been advances to the subsidiaries in order to fund the redevelopment
project.
11. Dividends
No dividend has been declared or paid by the Company during the year ended 30 April 2018 (2017: Nil).
41
DUKEMOUNT CAPITAL PLC
12. Earnings per share
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Group by
the weighted average number of ordinary shares in issue during the year. In accordance with IAS 33,
basic and diluted earnings per share are identical as the effect of the exercise of the warrants would be to
decrease the loss per share.
2018 2017
£ £
Loss attributable to equity holders of the Group
Total
Weighted average number of ordinary shares in issue (thousands)
285,968
______
177,149
______
285,968
______
177,149
______
339,497
______
179,687
_____
13. Share Capital
Group and Company
Allotted, issued and fully paid
339,500,000 ordinary shares of £0.001 each
2018
No.
(000’s)
2017
No
( 000’s)
339,500
_______
338,300
_______
During the year, the Group issued 1,200,000 new ordinary shares in settlement of a debt of £6,000 to
Walbrook PR for PR services.
14. Share Premium
Group and Company
Share
Premium
£
Less share issue
costs
£
At 1 May 2017
Issue of shares in settlement of adviser
fees
At 30 April 2018
731,537
4,800
736,337
-
-
-
Net Share
Premium
£
731,537
4,800
736,337
42
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
15. Share Based Payments
Details of the warrants outstanding at 30 April 2018 are included below. The fair value of the warrants was
determined using the Black Scholes valuation model. The parameters used are detailed below:
Warrant granted on:
Warrant life remaining (years)
Warrants granted
Risk free rate
Expiry date
Exercise price (£)
Expected volatility
Expected dividend yield
Marketability discount
Total fair value of warrants
granted (£)
Various dates
between 8
September 2011
and
26 October 2011
4 years
25,925,000
2.2%
8 September 2021
0.005
20%
-
20%
At 29 March 2017
At 29 March 2017
2 years
27,064,000
0.5%
29 March 2020
0.005
20%
-
20%
2 years
2,004,000
0.5%
29 March 2020
0.0075
20%
-
20%
23,308
7,125
66
The expected volatility for the warrants granted is based on the historical share price volatility of similar
listed entities from their date of admission to the market up to the completion of the first six months of
trading. This is considered to be the most reasonable measure of expected volatility, given the relatively
brief trading history of the Group.
The warrants issued in 2011 have been modified in the prior year, with their expiry date being extended
until 8 September 2021. The fair value adjustment as required under IFRS 2 as a result of this modification
was immaterial and as such no change in the fair value has been reflected in the Financial Statements.
The risk free rate of return is based on zero yield government bonds for a term consistent with the warrant
life. A reconciliation of warrants in issue over the period to 30 April 2018 is shown below:
As at 1 May 2017
Outstanding as at 30 April 2018
Exercisable at 30 April 2018
Number Weighted average
exercise price (£)
0.005
0.005
54,993,000
54,993,000
54,993,000
_________
0.005
_____
The weighted average contracted and expected life (years) for the above warrants is 3 years (2017 - 4
years).
43
DUKEMOUNT CAPITAL PLC
16. Trade and Other Payables
Accruals
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
Group
2018
£
25,750
______
25,750
______
Company
2018
£
Company
2017
£
18,250
______
18,250
______
26,875
______
26,875
______
17. Treasury Policy and Financial Instruments
The Group operates an informal treasury policy which includes the ongoing assessments of interest rate
management and borrowing policy. The Board approves all decisions on treasury policy.
The Group has financed its activities by the raising of funds through the placing of shares in the previous
period.
There are no material differences between the book value and fair value of the financial instruments.
18. Capital Commitments
There were no capital commitments authorised by the Directors or contracted for at 30 April 2018.
19. Related Party Transactions
Silver Falcon Plc
As disclosed in note 9, the Group previously held 2,500,000 Ordinary shares of 1p each at par in
Hemogenyx Pharmaceuticals Plc (formerly Silver Falcon Plc), all of which were sold in the year. During
the year, the Group charged an amount of £1,250 (2017: 19,561) to Silver Falcon Plc in respect of office
space utilised on an ad hoc basis. As at the year end, £Nil (2017: £Nil) was owed by Silver Falcon in
respect of rent.
Geoffrey Dart was a director of Silver Falcon Plc at the time of the rental charge.
Argo Blockchain Plc
During the year, the Group charged an amount of £1,375 (2017: £Nil) to Argo Blockchain Plc in respect of
office space utilised on an ad hoc basis. As at the year end, £Nil (2017: £Nil) was owed by Argo
Blockchain Plc in respect of rent.
Timothy Le Druillenec is a director of Argo Blockchain Plc.
Briarmount Limited
During the year, and prior to the establishment of a Group payroll, the Group paid £3,333 (2017: £55,000)
to Briarmount Limited in respect of consultancy services, and £Nil (2017: £1,591) in respect of
accountancy fees. As at the year-end, £Nil (2017: £Nil) was owed to Briarmount Limited.
Timothy Le Druillenec is a director of Briarmount Limited.
Chesterfield Capital Limited
During the year, and prior to the establishment of a Group payroll, the Group paid £4,167 (2017: £12,500)
to Chesterfield Capital Limited in respect of Director’s fees. As at the year end, £Nil (2017: £Nil) was owed
to Chesterfield Capital Limited.
Geoffrey Dart is a director of Chesterfield Capital Limited.
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DUKEMOUNT CAPITAL PLC
20. Ultimate Controlling Party
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2018
The Directors believe there to be no ultimate controlling party.
21. Events after the reporting date
On 11th June 2018, through its subsidiary DKE Wavertree Limited, the Company signed a 30 year CPI
linked agreement-to-lease at £168,740 per annum with multi-award winning Inclusion Housing (Inclusion)
and has agreed to exchange contracts with the vendor of the property subject to planning permission for
additional rooms.
45