Report of the Directors and
Financial Statements for the sixteen months to 30 November 2013
For
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
CONTENTS
Page
Company Information
Chairman’s Statement
Directors’ Report
Report of the Independent Auditors
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Statements of Cash Flows
Notes to the Financial Statements
1
2
3
8
10
11
12
13
14
15
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Company Information
For the sixteen months to 30 November 2013
Directors:
A Reynolds
N C P Nelson
Secretary:
International Registrars Limited
Registered number:
05880755 (England & Wales)
Registered office:
Auditors:
145-147 St John Street
London
EC1V 4PY
Jeffreys Henry LLP
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Nominated adviser:
Cairn Financial Advisers LLP
Broker:
Peterhouse Corporate Financial Limited
WEB Address:
www.ducatventures.co.uk
1
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Chairman’s Statement
For the sixteen months to 30 November 2013
I have pleasure in delivering the Report and Accounts for the 16 month period from 1 August 2012 to
30 November 2013.
My fellow director, Nicholas Nelson and I were appointed as directors of Ducat Ventures Plc
(“Company”) following the General Meeting of the Company held on 18 November 2013 at which
shareholders approved, inter alia the disposal of the Company’s trading activities and a placing which
raised proceeds of £285,000 (the “Placing”).
Leslie Barber, Alex Dowdeswell and Clive Garston, the former directors of the Company resigned on
18 November 2013.
The Company therefore no longer has any trading activities and is classified as an “Investing
Company” pursuant to the AIM Rules. The Company’s investing policy is to invest in opportunities
within a range of high growth sectors such as natural resources, technology and life sciences.
The board has already identified a number of investment candidates and is performing early stage
due diligence. The board is keen to build shareholder value.
The Company also announced today that it has posted a circular to shareholders setting out the terms
of an open offer to raise up to £81,352 at a price of 0.004 pence per share. The open offer is being
made to shareholders on the register as at 18 November 2013. The rationale for the open offer is to
allow the then existing shareholders to invest on terms similar to those in the Placing.
A Reynolds
30 January 2014
2
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Directors’ Report
For the sixteen months to 30 November 2013
The Directors present their report and the audited financial statements of the company for the sixteen
months to 30 November 2013.
PRINCIPAL ACTIVITY
The principal activity of the company in the period under review was that of an investment holding
company. The company changed its name to Ducat Ventures Plc on 27 November 2013.
REVIEW OF BUSINESS
The company remains quoted on the AIM market of the London Stock Exchange. The directors will
use their experience to identify appropriate targets, carry out due diligence and negotiate acquisitions
and investments.
The company’s results are presented on page 10.
INVESTING POLICY
The following revised investment policy required by AIM Rule 15 was adopted on 18 November 2013:
The company's proposed investing policy is it will either acquire or invest in a business or businesses
which have some or all of the following characteristics:
* strong management with a proven track record;
* ready for investment without the need for material re-structuring by the company;
* generating positive cash flows or imminently likely to do so;
* via an injection of new finances or specialist management, the company can enhance the
prospects and therefore the future value of the investment;
* able to benefit from the proposed directors existing network of contacts; and
* the potential to deliver significant returns for the company.
The company will focus on opportunities within a range of high growth sectors worldwide such as
natural resources, technology and life sciences.
Moreover, the criteria set out above are not intended to be exhaustive and the directors may make an
investment which does not fulfil any or all of the investment criteria if they believe it is in the best
interests of shareholders as a whole.
Whilst the directors will be principally focused on making an investment in private businesses, they
would not rule out investment in listed businesses if this presents, in their judgment, the best
opportunity for shareholders.
The company intends to be an active investor in situations where the company can make a clear
contribution to the progress and development of the investment. In respect of other, more substantial
investment opportunities, the directors expect that the company will be more of a passive investor.
3
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Directors’ Report (Continued…)
For the sixteen months to 30 November 2013
The directors believe that their broad collective experience together with their extensive network of
contacts will assist them in the identification, evaluation and funding of appropriate investment
opportunities. When necessary, other external professionals will be engaged to assist in the due
diligence on prospective targets and their management teams. The directors will also consider
appointing additional directors with relevant experience if required.
There will be no limit on the number of projects into which the company may invest, and the
company's financial resources may be invested in a number of propositions or in just one investment,
which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. Where the
company builds a portfolio of related assets it is possible that there may be cross-holdings between
such assets. The company does not currently intend to fund any investments with debt or other
borrowings but may do so if appropriate.
Investments may be made in all types of assets and there will be no investment restrictions.
The company's primary objective is that of securing for the shareholders the best possible value
consistent with achieving, over time, both capital growth and income for shareholders through
developing profitability coupled with dividend payments on a sustainable basis.
PRINCIPAL RISKS AND UNCERTAINTIES FACING THE COMPANY
The directors constantly monitor the financial risks and uncertainties facing the company with
particular reference to the exposure of credit risk and liquidity risk. They are confident that suitable
policies are in place and that all material financial risks have been considered. The financial risk
management objectives and policies can be found within note 18 of the financial statements.
KEY PERFORMANCE INDICATORS
Given the straightforward nature of the business at this time, the company’s directors are of the
opinion that analysis using KPI’s is not necessary for an understanding of the development,
performance of position of the business. The directors will look to introduce suitable KPI’s following
any acquisition.
DIVIDENDS
No dividends will be distributed for the period ended 30 November 2013.
FUTURE DEVELOPMENTS
The directors continue to look for potential investment opportunities and they will keep investors
informed of developments.
4
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Director’s Report and Strategic Review (Continued…)
For the sixteen months to 30 November 2013
DIRECTORS
The directors who served the company during the year and up to the date of this report were as
follows:
Executive Directors
L Barber
A Dowdeswell
A Reynolds – Executive Chairman
Non-executive Directors
NCP Nelson
C Garston
Resigned 18 November 2013
Resigned 18 November 2013
Appointed 18 November 2013
Appointed 18 November 2013
Resigned 18 November 2013
Directors’ Remuneration
The directors are entitled to receive relevant fees, as detailed in the directors’ remuneration in Note 4.
Directors and their interests
The directors of the company held the following beneficial interests in the shares and share options of
Ducat Ventures Plc at 30 November 2013 and at the date of this report:
A Reynolds
NCP Nelson
Issued Share Capital
Share Warrants
Ordinary
shares of
£0.0001 each
79,165,000
54,170,000
Percentage
Held
9%
6%
Ordinary
shares of
£0.0001 each
62,500,000
54,170,000
Warrant
exercise
price
£0.0004
£0.0004
The share warrants held by the directors were granted on 18 November 2013 and are exercisable at
£0.0004 at any time up to 17 November 2016.
SUBSTANTIAL SHAREHOLDINGS
Substantial shareholdings include directors as at 21 January 2014 were as follows:
Fitel Nominees Limited
Smith & Williamson Nominees Limited
Xcap Nominees Limited
W B Nominees Limited
J M Finn Nominees Limited
Jim Nominees Limited
Rock Nominees Limited
Winterflood Securities Limited
Pershing Nominees Limited
Barnard Nominees Limited
% of shares issued
25.56
14.74
10.64
9.36
7.37
4.62
4.43
3.58
3.29
3.24
COMPANY’S POLICY ON PAYMENT OF CREDITORS
It is the policy to pay all creditors within a reasonable timescale as and when they become due. The
number of day’s purchases outstanding for payment by the company at the year-end was 174 days
(2012: 48 days).
5
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Directors’ Report
For the sixteen months to 30 November 2013
FINANCIAL INSTRUMENTS
The company’s exposure to financial risk is set out in note 18 to the accounts.
EVENTS AFTER THE REPORTING PERIOD
Refer to note 19 to the financial statements for further details.
PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE
Financial statements are published on the company’s website. The maintenance and integrity of the
website is the responsibility of the directors. The directors’ responsibilities also extend to the financial
statements contained therein.
GOING CONCERN
The financial statements have been prepared on the assumption that the company is a going concern.
When assessing the foreseeable future, the directors have looked at the budget for the next 12
months from the date of this report, the cash at bank available as at the date of approval of this report
and the open offer to raise £81,352 through the issue of 203,380,942 ordinary shares, and are
satisfied that the company should be able to cover its quote maintenance cost and other
administrative expenses.
After making enquiries, the directors have a reasonable expectation that the company has adequate
resources to continue in operational existence for the foreseeable future. Accordingly, they continue to
adopt a going concern basis in preparing the annual report and financial statements.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are responsible for preparing the Directors’ Report and the financial statements in
accordance with applicable laws and regulations.
Company law requires the directors to prepare financial statements for each financial period. Under
that law the directors have, as required by the AIM Rules for Companies of the London Stock
Exchange, elected to prepare financial statements in accordance with International Financial
Reporting Standards (IFRS) as adopted for use in 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 company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis, unless it is inappropriate to presume
that the company will continue in business.
The directors confirm that the financial statements comply with the above requirements.
The directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the company’s transactions and disclose with reasonable accuracy at any time the financial
position of the company and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of the company and
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
6
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Director’s Report
For the sixteen months to 30 November 2013
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of
the Companies Act 2006) of which the company’s auditor is unaware, and each director has taken all
the steps that he ought to have taken as a director in order to make himself aware of any relevant
audit information and to establish that the company’s auditor is aware of the information.
AUDITOR
Jeffreys Henry LLP will be proposed for re-appointment as auditors at the forthcoming Annual General
Meeting.
ON BEHALF OF THE BOARD
NCP NELSON
30 January 2014
7
Independent Auditor’s Report to The Members of
Ducat Ventures Plc
For the sixteen months to 30 November 2013
We have audited the financial statements Ducat Ventures PLC for the period ended 30 November
2013 which comprise Statements of Financial Position, Statement of Comprehensive Income,
Statement of Cash Flows, Statements of Changes in Equity and the related notes. 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 is applied in
accordance with the provisions of the Companies Act 2006.
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 auditors' 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.
Respective responsibilities of Directors and Auditors
As explained more fully in the Directors’ Responsibilities Statement set out on page 6 the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true
and fair view. Our responsibility is to audit and express an opinion on the financial statements in
accordance with applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or error. This includes an assessment of: whether the
accounting policies are appropriate to the company’s circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant accounting estimates made by
the directors; and the overall presentation of the financial statements. In addition, we read all the
financial and non-financial information in the Chairman’s Statement and Directors’ Report to identify
material inconsistencies with the audited financial statements. If we become aware of any apparent
material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion:
-
-
-
the financial statements give a true and fair view of the state of the company’s affairs as at 30
November 2013 and of the Company’s loss for the period then ended;
the financial statements have been properly prepared in accordance with IFRSs as adopted by
the European Union; and
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Opinion on the other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial period for which the
financial statements are prepared is consistent with the financial statements.
8
Independent Auditor’s Report to The Members of
Ducat Ventures Plc
For the sixteen months to 30 November 2013
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where 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 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.
Sanjay Parmar
(Senior Statutory Auditor)
For and on behalf of Jeffreys Henry LLP
Chartered Accountants
Registered Auditors
30 January 2014
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
9
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Statement of Comprehensive Income
For the sixteen months to 30 November 2013
Continuing Operations
Revenue
Cost of sales
GROSS LOSS
Administrative expenses
Operating loss
Non Operating Items
Impairment of investments
Impairment of intercompany loans
Loss on disposal of investments
Surplus arising on settlements with trade
creditors
Finance costs
Loss before Income tax
Income tax
Loss for the period
6
5
6
7
Other Comprehensive Income
Total comprehensive
period
income for the
Total comprehensive income attributable to
the company
Loss per share
Basic & Diluted loss per share - pence
8
Notes
Sixteen months
ended
30 November 2013
Year ended
2012
£
3
-
-
-
───────
-
(341,466)
───────
(341,466)
-
(1,394,265)
(500,000)
63,657
───────
(2,172,074)
(4,000)
───────
(2,176,074)
-
───────
(2,176,074)
-
───────
(2,176,074)
-
───────
-
(303,317)
───────
(303,317)
(3,716,466)
-
-
-
───────
(4,019,783)
(6,054)
───────
(4,025,837)
-
───────
(4,025,837)
-
───────
(4,025,837)
═══════
═══════
(2,176,074)
═══════
(4,025,837)
═══════
2.32p
═══════
10.69p
═══════
The notes on pages 15 to 27 form part of these financial statements
10
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Statement of Financial Position
For the sixteen months to 30 November 2013
Notes
30 November
2013
£
ASSETS
Non-current assets
Investments
CURRENT ASSETS
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY
Shareholders’ Equity
Called up share capital
Share premium
Share based payment reserve
Retained earnings
Total Equity
LIABILITIES
CURRENT LIABILITIES
9
10
11
12
13
13
13
Trade and other payables
14
TOTAL LIABILITITES
TOTAL EQUITY AND LIABILITIES
31 July
2012
£
500,000
───────
500,000
───────
1,257,976
9
───────
1,257,985
───────
1,757,985
═══════
5,574,070
838,822
27,200
(4,780,233)
───────
1,659,859
───────
98,126
───────
98,126
───────
1,757,985
═══════
-
───────
-
───────
301,267
150
───────
301,417
───────
301,417
═══════
5,722,248
1,302,811
27,200
(6,956,307)
───────
95,952
───────
205,465
───────
205,465
───────
301,417
═══════
These financial statements were approved and authorised for issue by the Board of Directors on 30
January 2014 and were signed on its behalf by:
N C P Nelson
Director
Company Registration no. 05880755
11
The notes on pages 15 to 27 form part of these financial statements
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Company Statement of Changes in Equity
For the sixteen months to 30 November 2013
Balance at 1 August 2011
5,200,348
(754,396)
Called up
Share
capital
£
Retained
Earnings
Share
Premium
£
-
(4,025,837)
59,722
-
210,000
84,000
-
-
-
-
1,015,278
(176,456)
-
-
Share-
based
Payment
reserve
£
Total
equity
£
27,200
4,473,152
£
-
-
-
-
-
-
-
(4,025,837)
1,075,000
(176,456)
210,000
84,000
20,000
───────
1,659,859
20,000
-
────── ─────── ─────── ──────
27,200
5,574,070
(4,780,233)
838,822
-
-
Loss for the period
Shares issued in the year:
Issue of ordinary shares of 1p
each at 18p
Share issue costs
Issue of ordinary shares of 1p
each at par
Issue of ordinary share of 1p
each for conversion of certain
accrued Directors’ remuneration
and unpaid expenses
Issue of ordinary shares of 1p
each to certain creditors
Balance at 31 July 2012
Loss for the period
-
(2,176,074)
-
-
(2,176,074)
Issue of shares
Balance at 30 November 2013
612,167
───────
95,952
═══════
148,178
-
────── ─────── ─────── ──────
463,989
-
27,200
5,722,248
══════ ═══════ ═══════ ══════
(6,956,307)
1,302,811
12
The notes on pages 15 to 27 form part of these financial statements
13
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Company Statement of Cash Flows
For the sixteen months to 30 November 2013
Notes
For the period
1 August 2012 to
30 November 2013
£
Year Ended
31 July
2012
£
Cash flows from operating activities
Cash generated from operations
Interest paid
Net cash outflow from operating activities
Cash flows from financing activities
Share issues
Net cash inflow from financing activities
Increase/(decrease) in cash and equivalents
Cash and cash equivalents at beginning of
year
Cash and cash equivalents at end of year
1
2
2
(498,385)
(4,000)
──────
(502,385)
(1,129,167)
(6,054)
──────
(1,135,221)
502,526
──────
502,526
──────
1,108,544
──────
1,108,544
──────
141
(26,677)
9
──────
150
══════
26,686
──────
9
══════
The notes on pages 15 to 27 form part of these financial statements
14
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Statement of Cash Flows
For the sixteen months to 30 November 2013
1. Reconciliation of loss before income tax to cash generated from operations
Operating loss
(Increase)/decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Net cash outflow from operations
2. Cash and Cash Equivalents
Sixteen months to 30 November 2013
Cash and cash equivalents
Period ended 31 July 2012
Cash and cash equivalents
Sixteen months to
30 November 2013
Year ended
31 July 2012
£
£
(341,466)
(437,558)
280,639
──────
(498,385)
══════
(303,317)
(682,463)
(143,387)
───────
(1,129,167)
═══════
Sixteen months to
30 November 2013
Year ended
31 July 2012
£
150
══════
£
9
═══════
Year ended
31 July 2012
£
9
══════
Period ended
31 July 2011
£
26,686
═══════
The notes on pages 15 to 27 form part of these financial statements
15
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
1. General Information
Ducat Ventures Plc is a company incorporated and domiciled in England and Wales. Details of
the registered office, the officers and advisers to the company are presented on the company
information page at the start of this report. The company's offices are in London. The company is
listed on the AIM market of the London Stock Exchange (ticker: DUC.L).
On 18 November 2013 the company disposed of its subsidiaries and the principal activity of the
company was that of a holding company.
2. Accounting Policies
Statement of compliance
The financial statements of Ducat Ventures Plc have been prepared in accordance with
International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs)
and
interpretations
(collectively ‘IFRSs’) as adopted for use in the European Union and as issued by the International
Accounting Standards Board and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS.
International Financial Reporting
Interpretations Committee
(IFRIC)
a) New and amended standards adopted by the Company
Amendment to IAS 1 – Presentation of items of other comprehensive income has been
adopted.
There are no other IFRSs or IFRIC interpretations that are effective for the first time in this
financial period that would be expected to have a material impact on the Company.
b) New Standards, amendments and interpretations issued but not effective
There are no IFRSs or IFRIC interpretations that are not yet effective that would be expected
to have a material impact on the Company.
Basis of preparation
The financial statements have been prepared under the historical cost convention.
The principal accounting policies are summarised below. They have all been applied consistently
throughout the period under review.
Going concern
The financial statements have been prepared on the assumption that the company is a going
concern. When assessing the foreseeable future, the directors have looked at the budget for the
next 12 months from the date of this report, the cash at bank available as at the date of approval
of this report and the open offer to raise £81,352 through the issue of 203,380,942 ordinary
shares, and are satisfied that the company should be able to cover its quote maintenance costs
and other administrative expenses.
After making enquiries, the directors have a reasonable expectation that the company has
adequate resources to continue in operational existence for the foreseeable future. Accordingly,
they continue to adopt a going concern basis in preparing the annual report and financial
statements.
16
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
2. Accounting Policies (continued…)
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
(i) Current tax
Current taxes are based on the results shown in the financial statements and are calculated
according to local tax rules using tax rates enacted or substantially enacted by the statement
of financial position date.
Income tax is recognised in the income statement or in equity if it relates to items that are
recognised in the same or a different period, directly in equity.
Current tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities.
(ii) Deferred tax
Deferred tax is provided, using the liability method, on temporary differences at the statement
of financial position date between the tax base of assets and liabilities and their carrying
amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of
unused tax assets and unused tax losses, to the extent that it is probable that taxable profit
will be available against which the deductible temporary differenced, and the carrying forward
or unused tax assets and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred tax assets to be utilised. Conversely, previously
unrecognised deferred tax assets are recognised to the extent that it is probable that sufficient
taxable profit that sufficient taxable profit will be available to allow all or part of the deferred
tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on the tax rates and tax
laws that have been enacted or substantively enacted at the balance sheet date.
Investments
Investments in subsidiaries are held at cost less any impairment.
Financial instruments
Financial assets and financial liabilities are recognised when the company becomes a party to the
contractual provisions of the instrument.
17
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
2. Accounting Policies (continued…)
Trade and other receivables
Trade and other receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. Subsequent to the initial recognition, trade and
receivables and measured at amortised cost less impairment losses for bad and doubtful debts,
except where the receivables are interest-free loans made to related parties without any fixed
repayment terms or the effect of discounting would be immaterial. In such cases, the receivables
are stated at cost less impairment losses for bad and doubtful debts.
Impairment losses for bad and doubtful debts are measured as the difference between the
carrying amount of financial asset and the estimated future cash flows, discounted where the
effect of discounting is material.
Cash and cash equivalents
Cash and cash equivalents comprised of cash at bank and in hand.
Fair values
The carrying amounts of the financial assets and liabilities such as cash and cash equivalents,
receivables and payables of the company at the statement of financial position date approximated
their fair values, due to relatively short term nature of these financial instruments
Trade and other payables
Trade and other payables are initially recognised at fair value and thereafter stated in amortised
cost, except where the payables are interest free loans made by related parties without any fixed
repayment terms or the effect of discounting would be immaterial, in which case they are stated at
cost.
Impairment of non-financial assets
At each statement of financial position date, the company reviews the carrying amounts of its
investments to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss (if any). Where the asset does not generate
cash flows that are independent from other assets, the company estimates the recoverable
amount of the cash-generating unit to which the asset belongs. An intangible asset with an
indefinite useful life is tested for impairment annually and whenever there is an indication that the
asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows have not been adjusted. If the
recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable
amount. An impairment loss is recognised as an expense immediately, unless the relevant asset
is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation
decrease.
18
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
2. Accounting Policies (continued…)
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-
generating unit) is increased to the revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (cash-generating unit) in prior
years. A reversal of an impairment loss is recognised as income immediately, unless the relevant
asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated
as a revaluation increase.
Capital management
Capital is made up of stated capital, premium and retained earnings. The objective of the
company’s capital management is to ensure that it maintains strong credit ratings and capital
ratios. This will ensure that the business is correctly supported and shareholder value is
maximised.
The company manages its capital structure through adjustments that are dependent on economic
conditions. In order to maintain or adjust the capital structure, the company may choose to
change or amend dividend payments to shareholders or issue new share capital to shareholders.
There were no changes to the objectives, policies or processes during the period ended 30
November 2013.
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct
issue costs.
Share-based compensation
The fair value of the employee and suppliers services received in exchange for the grant of the
options is recognised as an expense. The total amount to be expensed over the vesting year is
determined by reference to the fair value of the options granted, excluding the impact of any non-
market vesting conditions (for example, profitability and sales growth targets). Non-market vesting
conditions are included in assumptions about the number of options that are expected to vest. At
each statement of financial position date, the entity revises its estimates of the number of options
that are expected to vest. It recognises the impact of the revision to original estimates, if any, in
the income statement, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are credited to share
capital (nominal value) and share premium when the options are exercised.
The fair value of share-based payments recognised in the income statement is measured by use
of the Black Scholes model, which takes into account conditions attached to the vesting and
exercise of the equity instruments. The expected life used in the model is adjusted; based on
management’s best estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations. The share price volatility percentage factor used in the calculation is
based on management’s best estimate of future share price behaviour and is selected based on
past experience, future expectations and benchmarked against peer companies in the industry.
Critical accounting judgments and key sources of estimation uncertainty
The preparation of the financial statements requires management to make estimates and
assumptions concerning the future that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the dates of the financial statements and the
reported amounts of revenues and expenses during the reporting periods.
19
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
2. Accounting Policies (continued…)
The resulting accounting estimates will, by definition, differ from the related actual results.
Share based payments
The fair value of share based payments recognised in the income statement is measured
by use of the Black Scholes model, which takes into account conditions attached to the
vesting and exercise of the equity instruments. The expected life used in the model is
adjusted; based on management’s best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations. The share price volatility percentage
factor used in the calculation is based on management’s best estimate of future share
price behaviour and is selected based on past experience, future expectations and
benchmarked against peer companies in the industry.
Contingent consideration (Note 15)
On 18 November 2013 the company disposed of its subsidiary Ceres Media Plc for a
contingent consideration equal to certain percentages of all gross sales by Ceres Media
Plc and its subsidiaries, for certain products, during the period of 24 months following the
completion of the sale. The contingent consideration has been calculated based on the
directors’ best estimate of the Ceres Media Plc’s future performance.
3. Segmental Reporting
As the company is a holding company with no current subsidiary there is no revenue to report for
the period.
4. Employees and Directors
Wages and salaries
Social security costs
The average monthly number of employees during the
year was as follows:
Directors
Directors’ remuneration
20
1 August 2012 to
30 November 2013
£
162,000
-
──────
162,000
══════
Year ended
31 July 2012
£
73,000
12,968
──────
85,968
══════
1 August 2012 to
30 November 2013
No.
Year ended
31 July 2012
No.
3
══════
3
══════
1 August 2012 to
30 November 2013
£
Year ended
31 July 2012
£
162,000
══════
73,000
══════
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
4. Employees and Directors (continued…
Directors’ remuneration
Details of emoluments received by Directors of the Company for the period ended 30 November
2013 in pounds sterling (“£”) are as follows:
A Dowdeswell
L Barber
C Garston
A Reynolds
N C P Nelson
Total
5. Net Finance Costs
Finance Costs:
Bank Interest
Bank loan interest
6. Loss Before Income Tax
The loss before income tax is stated after
charging/(crediting):
Auditor remuneration - audit fees
Surplus arising on settlements with trade creditors
Total
£
130,000
15,000
15,000
1,000
1,000
162,000
1 August 2012 to
30 November 2013
£
Year ended
31 July 2012
£
-
4,000
──────
4,000
══════
674
5,380
──────
6,054
══════
1 August 2012 to
30 November 2013
£
Year ended
31 July 2012
£
8,000
(63,657)
══════
16,500
-
══════
The surplus arising on settlements with trade creditors relates to the write-off of part of the
balances due to certain creditors in the period as agreed with them.
21
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
7.
Income Tax
Analysis of tax expense
No liability to UK corporation tax arose on ordinary activities for the sixteen months ended 30
November 2013 nor for the year ended 31 July 2012.
1 August 2012 to
30 November 2013
£
Year ended
31 July 2012
£
Loss on ordinary activities before income tax
Loss on ordinary activities multiplied by the standard
rate of corporation tax in UK of 20% (2012 – 20%)
(2,166,074)
═══════
(4,025,837)
═══════
(433,215)
(805,167)
Effects of:
Impairment of investments
Impairment of intercompany loans
Losses on disposal of investments
Unused tax losses carried forward
Tax expense
-
278,873
100,000
54,342
──────
-
══════
743,293
-
61,874
──────
-
══════
The Company has not provided deferred tax on the unused excess management expenses and
capital losses carried forward due to the uncertainty of its recoverability in the future.
8. Earnings per Share
Basic earnings per share is calculated by dividing the earnings attributable shareholders by the
weighted average number of ordinary shares outstanding during the period.
Reconciliations are set out below:
2013
Weighted average
Number of shares
£
Earnings
£
Loss per-share
Pence
Basic and diluted EPS
Earnings attributable to ordinary
shareholders
Basic and diluted EPS
Earnings attributable to ordinary
shareholders
(2,176,074)
══════
93,832,112
════════
2.32
══════
2012
Weighted average
Number of shares
£
Earnings
£
Loss per-share
Pence
(4,025,837)
══════
22
37,657,279
════════
10.69
══════
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
8. Earnings per Share (Continued…)
Basic and diluted earnings per share are the same, since where a loss is incurred the effect of
outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose
of the loss per share calculation. As at 30 November 2013 there were 3,820,026 outstanding
share options and 713,010,000 outstanding share warrants, both are potentially dilutive.
9.
Investments
Cost
At 1 August 2012
Disposal
At 30 November 2013
Provisions
At 1 August 2012
Disposal
At 30 November 2013
Net Book Value
At 30 November 2013
At 31 July 2012
Shares in group
undertakings
£
4,216,466
(4,216,466)
───────
-
───────
3,716,466
(3,716,466)
───────
-
───────
-
═══════
500,000
═══════
10. Trade and other Receivables
Current:
Amounts owed by group undertakings
Other receivables
Prepayments and accrued income
11. Cash and Cash Equivalents
Bank accounts
23
1 August 2012 to
30 November 2013
£
Year ended
31 July 2012
£
-
285,835
15,432
─────
301,267
═════
1,257,976
-
-
──────
1,257,976
══════
1 August 2012 to
30 November 2013
£
150
═════
Year ended
31 July 2012
£
9
═════
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
12. Called Up Share Capital
Issued share capital comprises:
Ordinary shares of 1p each - 63,373,961
Ordinary shares of 0.01p - 895,237,295
Deferred shares of 19p each - 26,001,739
Deferred shares of 0.9p - 63,373,961
Deferred shares of 0.9p – 135,587,295
1 August 2012 to
30 November 2013
£
Year ended
31 July 2012
£
-
89,524
4,940,330
570,366
122,028
──────
5,722,248
══════
633,740
-
4,940,330
-
-
──────
5,574,070
══════
On 14 March 2013, the issued ordinary shares of £0.01 each were reorganised in to 63,373,961
ordinary shares of £0.001 each and 63,373,961 deferred shares of £0.009 each.
On the same date 55,000,000 new ordinary shares of £0.001 each were issued at £0.005 each
for cash and a further 7,013,334 ordinary shares of £0.001 each were issued at a price of £0.005
each to satisfy certain trade creditors.
On 2 August 2013 loans totalling £51,000 due to directors were discharged by the issue of
10,200,000 ordinary shares of £0.001 each.
On 18 November 2013 the issued ordinary shares of £0.001 each were reorganised into
135,587,295 ordinary shares of £0.0001 and 135,587,295 deferred shares of £0.0009 each. A
further 712,500,000 ordinary shares of £0.0001 each were issued for cash at a price of £0.0004
each and 47,150,000 ordinary shares of £0.0001 each were issued at a price of £0.005 each in
satisfaction of further directors’ loans.
13. Reserves
At 1 August 2012
Loss for the period
Issue of shares
At 30 November 2013
Retained
Earnings
£
(4,780,233)
(2,176,074)
-
──────
(6,956,307)
══════
Share
Premium
£
838,822
-
463,989
──────
1,302,811
══════
Share
Based
Payment
reserve
£
Totals
£
27,200
-
-
──────
27,200
══════
(3,914,211)
(2,176,074)
463,989
───────
(5,626,296)
═══════
24
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
14. Trade and other Payables
Current:
Trade receivables
Other payables
Amounts owed to group undertakings
Contingent consideration (see note 15)
Accrued expenses
Directors’ current accounts
Non-current:
Contingent consideration (see note 15)
Total trade and other payables
15. Related Party Disclosures
Directors and shareholders of the Group
1 August 2012
To
30 November 2013
£
Year ended
31 July 2012
£
122,042
23,793
-
19,930
19,770
-
─────
185,535
─────
19,930
─────
19,930
─────
─────
205,465
═════
39,388
-
2
-
50,000
8,736
──────
98,126
──────
-
──────
-
──────
──────
98,126
══════
During the period the company has issued 10,200,000 ordinary shares and 47,150,000 ordinary
shares of £0.0001 at £0.005 each to the former directors to settle all their outstanding fees.
Included in the professional fees is a total £10,493 (2012: £43,684) paid to DAC Beachcroft LLP,
a partnership in which Mr C Garston, a former director, is a consultant. This was discharged in
December 2013.
During the period, Alexander Dowdeswell, a former director, waived £26,774 due to him.
On 18 November 2013, as agreed at the General meeting, Alexander Dowdeswell acquired the
entire issued share capital of Ceres Media plc. The consideration (subject to a maximum amount
of £375,000) is equal to certain percentages of all gross sales (excluding VAT) by Ceres Media
plc and its subsidiaries, for certain products, during the period of 24 months following the
completion of the sale. The contingent consideration has been calculated based on the Directors’
best estimate of Ceres Media plc’s future performance and included in the financial statements.
25
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
16. Ultimate Controlling Party
No one shareholder has control of the company.
17. Share Based payment Transactions
(i) Share option
The company had introduced a share option programme to grant share options as an
incentive for employees of the former subsidiaries.
Each share option converts into one ordinary share of the company on exercise. No amounts
are paid or payable by the recipient on receipt of the option and the company has no legal
obligation to repurchase or settle the options in cash. The options carry neither rights to
dividends nor voting rights prior to the date on which the options are exercised. Options may
be exercised at any time from the date of vesting to the date of expiry.
Number of outstanding share options as at 30 November 2013:
Date of
grant
Granted
Exercised/
vested
Forfeits At
30.11.13
Exercise
price
Exercise/ Vesting
date
£ From
To
390,026
14.04.11
18.06.12 3,430,000
3,820,026
-
-
-
390,026
-
- 3,430,000
- 3,820,026
0.2214 14.04.11 05.05.14
0.0100 18.06.12 18.06.22
The share options outstanding at the period end had a weighted average remaining
contractual life of 1,639 days (2012 – 2,126 days).
(ii) Warrants
(a) On 21 June 2007 the company granted a warrant to subscribe for 8,500,000 ordinary
shares at an exercise price of £0.01 per share in four years’ time. The warrants vested
on issue and consequently a charge of £27,000 was recognised in the Statement of
Comprehensive Income. On 9 May 2011 the company consolidated its share capital and
accordingly amended the terms of the warrant to 425,000 warrants at 20p and extended
the life of the warrant to six years. There have been further no amendments to the terms
of warrants subsequent to the conversion of shares on 26 August 2011. These lapsed as
a result of the disposal of the subsidiaries on 18 November 2013.
(b) At the General Meeting on 18 November 2013, 712,500,000 warrants to acquire ordinary
shares of £0.0001 each at £0.0004, to the subscribers to the 712,500,000 new ordinary
shares of £0.0001.
(c) At the General Meeting on 18 November 2013, an open offer was made to the potential
investors to subscribe for 203,380,942 new ordinary shares of £0.0001 each at £0.0001
each. On a 1:1 basis, warrants attach to any shares issued under the open offer
convertible at any time to 30 November 2016 at £0.0004 per shares.
26
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
17. Share Based payment Transactions (Continued…)
No of warrants as at 30 November 2013:
Date of
grant
Granted
Exercised/
Vested
Forfeits At 30.11.13
09.05.11
09.05.11
18.11.13
425,000
85,000
712,500,000
713,010,000
-
-
-
-
-
-
-
-
425,000
85,000
712,500000
713,010,000
Exercise
price
Exercise/
Vesting
date
£ From
0.2000 09.05.11
0.2000 09.05.11
0.0004 18.11.13
To
21.06.17
21.06.13
30.11.16
18. Financial Risk Management Objectives and Policies
The company’s financial instruments comprise cash balances and receivables and payables that
arise directly from its operations.
The main risks the company faces are interest rate risk, credit risk, liquidity risk, capital risk and
foreign currency risk.
The board regularly reviews and agrees policies for managing each of these risks. The
company’s policies for managing these risks are summarised below and have been applied
throughout the period. The numerical disclosures exclude short-term debtors and their carrying
amount is considered to be a reasonable approximation of their fair value.
Interest risk
The company is not exposed to significant interest rate risk as it has limited interest bearing
liabilities at the year end.
Credit risk
The company trades only with recognised, credit worthy customers. All customers who wish to
trade on credit are subject to credit verification checks. Customer balances are checked regularly
to ensure that the risk of exposure to doubtful debts is minimised.
Liquidity risk
Liquidity risk is the risk that company will encounter difficulty in meeting these obligations
associated with financial liabilities.
The responsibility for liquidity risks management rest with the Board of Directors, which has
established appropriate liquidity risk management framework for the management of the
company’s short term and long-term funding risks management requirements.
During the period under review, the company has not utilised any borrowing facilities.
The company manages liquidity risks by maintaining adequate reserves and reserve borrowing
facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities.
27
Ducat Ventures Plc
(Formerly Ceres Media International Plc)
Notes to the Financial Statements
For the sixteen months to 30 November 2013
18. Financial Risk Management Objectives and Policies (Continued...)
Capital risk
The company’s objectives when managing capital are to safeguard the ability to continue as a
going concern in order to provide returns for shareholders and benefits to other stakeholders and
to maintain an optimal capital structure to reduce the cost of capital.
19. Post Balance Sheet Event
As part of the reorganisation of the company as per the circular of 1 November 2013, approved in
General Meeting on 18 November 2013, a further 203,380,942 ordinary shares of £0.0001 each
were to be made available for offers for cash at £0.0004 per ordinary share.
28