Pires Investments plc
(Incorporated in England and Wales with registered number 02929801)
Annual Report and
Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
PIRES INVESTMENTS PLC
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
Contents
Company Information
Chairman’s Statement
Strategic Report
Directors’ Report
Report on Remuneration
Statement of Directors’ Responsibilities
Corporate Governance Report
Report of the Independent Auditor
Statement of Comprehensive Income
Statement of Changes in Equity
Statement of Financial Position
Statement of Cash Flows
Notes to the Financial Statements
Page
1
2
3
5
7
8
9
10
12
13
14
15
16
PIRES INVESTMENTS PLC
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
Company Information
Directors
Peter Redmond (Chairman)
Placid Gonzales (Non-Executive Director)
John May (Non-Executive Director)
Nicholas Lee (Non-Executive Director)
Secretary
Miles Nicholson
Registered office
Independent Auditors
Nominated adviser
Broker
Registrars
c/o Cooley Services Limited
Dashwood House
69 Old Broad Street
London
EC2M 1QS
Welbeck Associates
Chartered Accountants and Registered Auditors
30 Percy Street
London
W1T 2DB
Cairn Financial Advisers LLP
62-63 Cheapside
Cheyne House
Crown Court
London
EC2V 6AX
Peterhouse Corporate Finance Limited
3rd Floor
New Liverpool House
15 – 17 Eldon Street
London
EC2M 7LD
Computershare Investor Services plc
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
Company Registration
number
02929801
Page | 1
PIRES INVESTMENTS PLC
Chairman’s Statement
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
The results for the financial period under review were disappointing. This was principally due to Rame
Energy plc (“Rame”), our largest investment, going into administration and therefore delivering no
return to shareholders. The Company’s other investments continued to perform satisfactorily, although
this was insufficient to offset the loss on Rame. The Company also made certain disposals during the
period that generated a positive return, including part of our investment in Armstrong Investments plc
(now EVR Holdings plc).
During the period under review, the Company raised £100,000 in new equity via a placing, principally
with Ambrosia Investments Limited (“Ambrosia”), at the time our largest shareholder. Following the
administration of Rame, Ambrosia also provided a working capital facility of £200,000 which, to date, has
not been drawn down.
Following the year end, the Company was able to complete further equity placings at 3p per share to
raise £675,000 in aggregate, before expenses. Subsequently, the Company has invested £500,000 in Eco
(Atlantic) Oil & Gas Limited, an oil exploration company previously listed only on the Toronto Stock
Exchange. This company’s shares were admitted to AIM in February 2017 as part of a £5 million fund
raising and are currently trading at a premium to the placing price.
Costs were reduced during the period but the Board recognises that these remain too high for a
company of Pires’ current size and steps have been taken to reduce them further. The Company
currently has net assets of approximately £785,000 (2.3p fully diluted per share), which principally
comprise cash and investments.
Going forward, the Company previously announced that it was looking for a single acquisition or
investment rather than focusing on holding multiple investments. This remains the Board’s objective.
The Board is reviewing a number of such transactions and is optimistic about bringing one of these
opportunities to fruition.
In this context, we were pleased to welcome Nicholas Lee onto the Board in February 2017. Nicholas is
an experienced corporate financier with an extensive background in smaller quoted companies, in
particular in terms of investment and acquisitions. He is Chairman of Paternoster Investments plc, now
our largest shareholder. We expect that his assistance will be invaluable in terms of bringing a
transaction to fruition in the current trading period.
Peter Redmond
Chairman
28 April 2017
Page | 2
PIRES INVESTMENTS PLC
Strategic Report
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
Business review and future developments
Investments
During the period under review Pires Investments plc (“the Company”) made the following significant
changes to its investments:
SalvaRx Group Plc (“SalvaRx”) consolidated its share capital adjusting the Company’s shareholding to
264,827 Ordinary shares. The Company disposed of 12,500 Ordinary shares in SalvaRx for a
consideration of £4,148. As at the year end, the market value of the Company’s holding in SalvaRx was
£78,221.
The Company disposed of 1,020,000 Ordinary shares in EVR Holdings plc (“EVR”) for a consideration of
£20,089. As at the year end the market value of the Company’s residual holding in EVR was £25,563.
The Company made a number of disposals of its shares in Kennedy Ventures plc (“Kennedy”), disposing
of 515,000 ordinary shares for a consideration of £24,518. As at the year end the market value of the
Company’s residual holding was £26,618.
On the 1 July 2016, Rame Energy Plc (“Rame”) announced that its shares had been suspended from
trading on AIM. On 5 August 2016, Rame announced that administrators had been appointed. In the light
of this, the Company decided to write off its residual holding of 3,230,000 shares, which at the
suspension price had a valuation of £230,138.
Going concern
The Company’s activities resulted in a loss of £559,637 (2015: loss of £388,253) and, as at 31 October
2016, the Company’s cash balance was £49,448 (2015: £61,825). As such, the Company was dependent
on raising additional funding, or reducing its operating costs in order to move forward.
However, the Company raised £675,000 in November 2016 by way of two equity placings, and the
Directors are in the process of a cost cutting exercise to minimise overheads including Directors’ fees.
So whilst there are inherent uncertainties in relation to future events, the Directors consider that, based
upon financial projections, the Company will be a going concern for the next twelve months. For this
reason, the Directors continue to adopt the going concern basis in preparing the financial statements.
Investing Policy
The Company’s investing policy was approved by shareholders on 16 April 2012 and implemented in
accordance with the requirements of Rule 15 of the AIM Rules (as in force at that time) on 12 April 2013.
A copy of the investing policy is available on the website (www.piresinvestments.com).
Financial risk management objectives and policies
Details of the Company’s financial instruments and financial risk management policies can be found in
notes 14 and 15 to the financial statements.
Page | 3
PIRES INVESTMENTS PLC
Strategic Report
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
Key performance indicators
The key performance indicators are set out below:
Net asset value
Net asset value – fully diluted per share
Cash and cash equivalents
Principal business risks and uncertainties
31 October
2016
£
130,714
0.011p
49,448
31 October
2015
£
592,351
0.026p
61,825
Change %
(78%)
(58%)
(20%)
Identifying suitable targets
The Company is dependent upon the ability of the Directors to identify suitable investment opportunities
in accordance with its Investing Policy. There is no guarantee that the Company will be able to source
further opportunities, or complete investments, at an appropriate price, or at all, as a consequence of
which resources may be expended fruitlessly on investigative work and due diligence.
Market conditions
Market conditions may have a negative impact on the Company’s ability to execute investments in
suitable entities which generate acceptable returns. There is no guarantee that the Company will be
successful in sourcing suitable investments.
Costs associated with potential investments
The Company expects to incur certain third party costs associated with the sourcing of suitable
investments. The Company can give no assurance as to the level of such costs, and given that there can
be no guarantee that negotiations to acquire any given investment will be successful, the greater the
number of deals that do not reach completion, the greater the likely impact of such costs on the
Company’s performance, financial condition and business prospects.
Valuation error
The Company may miscalculate the realisable value of an investment in a project. A lack of reliable
information, errors in assumptions or forecasts and/or inability to successfully implement an investment,
among other factors, could all result in the project having a lower realisable value than anticipated. If the
Company is not able to realise an investment at its anticipated levels of profitability, projected
investment returns could be adversely affected.
Funding
It is likely that, if the Company identifies and wishes to pursue an investment opportunity or a reverse
takeover, it is likely to need to raise further funds for further working or development capital. There is
no guarantee that the then prevailing market conditions will allow for such a fundraising or that new
investors will be prepared to invest on a basis which is acceptable to shareholders.
Assessment of Business Risk
The Board regularly reviews operating and strategic risks and considers in such reviews financial and
non-financial information including:
a review of the business at each Board meeting, focusing on any new decisions/risks arising;
the performance of investments;
selection criteria of new investments; and
reports prepared by third parties.
Peter Redmond
Director
28 April 2017
Page | 4
PIRES INVESTMENTS PLC
Directors’ Report
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
The Directors present their annual report and the audited Company financial statements of Pires
Investments plc for the year ended 31 October 2016.
On 11 March 2016 the Company announced that it had disposed of the entire issued share capital of
Ventec Renewable Energy Limited, a subsidiary of the Company, to Ambrosia Investments Limited. The
Company, prior to the disposal, obtained an independent valuation for Ventec which confirmed the
directors’ view that the subsidiary had nil economic value. Consideration for the disposal was £2 and in
addition Ambrosia Investments Limited settled in cash intercompany liabilities amounting to circa
£45,000.
The Company’s Ordinary Shares are traded on AIM Market of the London Stock Exchange under the
ticker PIRI. On 31 March 2016 shareholders approved a capital reorganisation under which, inter alia,
the 2,321,659,864 Ordinary Shares of 0.001p each were consolidated into 9,286,639 Ordinary Shares of
0.25p each.
Results and dividends
The Company’s loss from continuing activities for the year was £559,637 (2015 loss: £388,253). The
Directors are unable to recommend the payment of a dividend, given the deficit on distributable
reserves.
Principal activities and review of business
The principal activities of the Company throughout the year under review and since have been as an
investment company which has involved the seeking, investigation and making of investments.
The review of the business is contained within the Strategic Report on page 3.
Events after the Reporting Period
On 2 November 2016 the Company’s broker, Peterhouse Corporate Finance Limited (“Peterhouse”)
raised £525,000 gross of expenses, for the Company, through the issue to third party investors of
17,500,000 new ordinary shares in the Company at a placing price of 3 pence per Placing Share.
Placees also received one warrant for every two placing shares subscribed for. The warrants have an
exercise price of 4.25 pence each, and are exercisable for a period of 18 months from the date of issue,
the last exercise date being 2 May 2018.
On 28 November 2016, Peterhouse, in reponse to further investor demand, raised £150,000 gross of
expenses, for the Company, through the issue of 5,000,000 new ordinary shares at a placing price of 3
pence per Placing Share.
Placees also received one warrant for every two placing shares subscribed for. The warrants have an
exercise price of 4.25 pence each, and are exercisable for a period of 18 months from the date of issue,
the last exercise date being 25 May 2018.
Nicholas Lee was appointed as a Non-executive director on 13 February 2017.
Directors
The following Directors have held office since 1 November 2015:
Peter Redmond
John May
Placid Gonzales
Charitable and political donations
No charitable or political donations were made during the year (2015: nil).
Page | 5
PIRES INVESTMENTS PLC
Directors’ Report (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
Substantial shareholders
As at 24 April 2017, the Company’s share register showed the following shareholdings representing 3%
or more of the Company’s issued ordinary share capital:
Paternoster Resources plc
Peel Hunt Holdings Limited
Lawshare Nominees Limited
JIM Nominees Limited
TD Direct Investing Nominees (Europe) Limited
Stifel Nicolaus Europe Limited
Manoli Vaindirlis
Ambrosia Investment Limited
Winterflood Securities Limited
Ordinary
shares
of 0.25p
each
Number
8,333,333
3,157,423
2,640,639
2,507,188
1,923,597
1,858,839
1,585,624
1,500,000
1,062,352
% of the issued
ordinary share
capital
24.58%
9.31%
7.79%
7.40%
5.67%
5.48%
4.68%
4.42%
3.13%
Manoli Vaindirlis is the sole shareholder of Ambrosia Investments Limited.
Auditor
Welbeck Associates have expressed their willingness to continue in office as auditor and a resolution to
re-appoint them will be proposed at the forthcoming Annual General Meeting.
By order of the Board
Peter Redmond
Director
28 April 2017
Page | 6
PIRES INVESTMENTS PLC
Report on Remuneration
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
Policy on Directors’ remuneration
The policy of the Board is to provide remuneration packages designed to attract, motivate and retain
Directors of the calibre necessary to maintain the Company’s position. It aims to provide sufficient levels
of remuneration to do this, but to avoid paying more than is necessary. The remuneration will reflect the
Directors’ responsibilities and time commitment.
Remuneration of the Directors
During the period, the following remuneration and other benefits were charged to the Company:
Peter Redmond
John May
Placid Gonzales
Aamir Quraishi
Christopher Yates
Richard Armstrong
Salaries
2016
£
30,000
-
-
-
-
-
30,000
Fees
2016
£
30,000
25,000
15,000
-
-
-
70,000
Total
2016
£
60,000
25,000
15,000
-
-
-
100,000
Total
2015
£
60,000
20,833
13,024
6,976
3,750
7,070
111,653
As at 31 October 2016, £52,000 of Directors fees had been deferred for payment.
Directors’ interests
The Directors’ had no beneficial interests in the share capital of the Company as at 31 October 2015 and
31 October 2016.
Peter Redmond
Director
28 April 2017
Page | 7
PIRES INVESTMENTS PLC
Statement of Directors’ Responsibilities
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
Statement of Directors’ responsibilities
The Directors are responsible for preparing the 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 are required to prepare the Company financial statements in
accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union
and Article 4 of the IAS Regulation and have also chosen to prepare the Company financial statements
under IFRSs as adopted by the EU. 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 Parent Company and of the profit or loss of the Company for that period. In preparing
those financial statements, International Accounting Standard 1 requires the Directors to:
• properly select and apply accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
• make judgements and accounting estimates that are reasonable and prudent
• provide additional disclosures when compliance with the specific requirements in IFRSs are
insufficient to enable users to understand the impact of particular transactions, other events and
conditions on the entity’s financial position and financial performance; and
• make an assessment of the Company’s ability to continue as a going concern.
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.
Disclosure of information
In the case of each of the persons who are acting as Directors of the Company at the date when this
report was approved:-
• so far as each of the Directors is aware, there is no relevant audit information (as defined in the
Companies Act 2006) of the which the Company’s auditor is not aware; and
• each of the Directors has taken all the steps that he ought to have taken as a Director to make
himself aware of any relevant audit information (as defined) and to establish that the Company’s
auditor is aware of that information.
The Directors are also responsible for the maintenance and integrity of the investor information
contained on the website. Legislation in the UK concerning the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Publication of Accounts on the Company Website
Financial statements are published on the Company’s website: www.piresinvestments.com. The
maintenance and integrity of the website is the responsibility of the Directors. The Directors
responsibility also extends to the financial statements contained therein.
By order of the Board
Peter Redmond
Director
28 April 2017
Page | 8
PIRES INVESTMENTS PLC
Corporate Governance Report
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
The Company’s shares are traded on AIM and, accordingly, compliance with the revised UK Corporate
Governance Code is not mandatory. However, the Company has sought to comply with the principles
underlying the provisions of the Code in so far as it considers them to be appropriate for a company of
this size and nature. The Board is accountable to the Company’s shareholders for good corporate
governance. This report and the Remuneration Report describe how the Company applies the provisions
of good corporate governance.
Directors
The Board currently consists of the Chairman and two other Directors whilst it is seeking investment
opportunities. It is responsible for approving Company policy and strategy and for implementing it with
support from consultants. The Directors will review the composition of the Board on a regular basis. All
Directors have access to advice from the Company Secretary and independent professional advice at the
Company’s expense.
Relations with shareholders
The Company values the views of its shareholders and recognises their interest in the Company’s
strategy and performance. The Annual General Meeting is used to communicate with investors and they
are encouraged to participate and the Directors are available to answer questions. Separate resolutions
are proposed on each issue so that they can be given proper consideration.
Audit Committee
During the year the Audit Committee comprised John May and Peter Redmond. The Committee has met
with the auditors and considered the results and the audit process, and has satisfied itself as to the
auditor’s independence during the year.
Remuneration Committee
During the year the Remuneration Committee comprised John May and Placid Gonzales. The policy of
the Company on remuneration is to reward individual performance so as to promote the best interests
of the Company and enhance shareholder value. The remuneration of Directors is approved by the
Board. Individual Directors do not participate in decisions concerning their own remuneration.
Internal control
The Board is committed to the maintenance of effective internal controls. The Board recognises its
responsibility for maintaining a strong system of internal control to safeguard shareholders’ investment
and the Company’s assets and for reviewing its effectiveness. The system of internal financial control is
designed to provide reasonable, but not absolute, assurance against material misstatement or loss.
The Board has determined that there is currently no requirement for an internal audit function whilst it
is undertaking its current activities. However, the Directors will continue to review the requirement for
an internal audit function on a regular basis.
Peter Redmond
Director
28 April 2017
Page | 9
PIRES INVESTMENTS PLC
Independent auditor’s report to the members of Pires Investments Plc
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
We have audited the Company’s financial statements (the “financial statements”) of Pires Investments
plc for the year ended 31 October 2016 which comprise the statement of comprehensive income,
statement of changes in equity, statement of financial position, statement of cash flows and the related
notes to the financial statements. 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.
This report is made solely to the Company 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 members as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Directors' Responsibilities Statements, 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 financial and non-financial
information in the Chairman’s Statement, Strategic Report, and Report of the Directors to identify any
information that is apparently materially incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing the audit.
A description of the scope of an audit of financial statements is provided on the APB’s website at
www.frc.org.uk/apb/scope/private.cfm.
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 31 October 2016 and of the
Company’s loss for the year then ended;
have been properly prepared in accordance with IFRS as adopted by the European Union; and
have been properly prepared in accordance with the requirements of the Companies Act
2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Report of the Directors for the
financial year for which the financial statements are prepared is consistent with the financial statements.
Page | 10
PIRES INVESTMENTS PLC
Independent auditor’s report to the members of Pires Investments Plc
(continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
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 Company, or returns adequate for our
audit have not been received from branches not visited by us; or
the 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.
Jonathan Bradley-Hoare (Senior Statutory Auditor)
For and on behalf of Welbeck Associates
Chartered Accountants and Statutory Auditor
30 Percy Street
London
W1T 2DB
28 April 2017
Page | 11
PIRES INVESTMENTS PLC
Statement of Comprehensive Income
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
CONTINUING ACTIVITIES
Revenue
Investment income
Other income
Total revenue
Losses on investments held at fair value through profit or
loss
Operating expenses
Operating (loss) from continuing activities
(Loss) before taxation from continuing activities
Tax
(Loss) for the year from continuing activities
Loss on disposal of discontinued operations
(Loss) for the period and attributable to equity holders of
the Company
Basic (loss) per share
Equity holders
From continuing operations
From discontinued operations
Basic and diluted
Notes
6
13
4
8
9
10
10
2016
£
33
21
54
2015
£
134
6,200
6,334
(302,463)
(80,380)
(248,611)
(314,207)
(551,020)
(388,253)
(551,020)
(388,253)
-
-
(551,020)
(388,253)
(8,617)
-
(559,637)
(388,253)
-
-
(5.00)p
-
-
(0.02)p
The financial statements for the year to 31 October 2015 were prepared on a consolidated basis, so the
comparatives have been restated to reflect the results of the Company only in accordance with IFRS.
The accounting policies and notes are an integral part of these financial statements.
Page | 12
PIRES INVESTMENTS PLC
Statement of Changes in Equity
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
Share
Capital
£
11,853,192
Share
Premium
£
2,904,840
Capital
Redemption
Reserve
£
164,667
Retained
Earnings
£
(13,942,095)
Total
£
980,604
-
11,853,192
5,285
-
-
2,904,840
94,715
(2,000)
-
164,667
-
-
(388,253)
(14,330,348)
-
-
(388,253)
592,351
100,000
(2,000)
-
11,858,477
-
2,997,555
-
164,667
(559,637)
(14,889,985)
(559,637)
130,714
Balance at 1 November 2014
Total comprehensive income
for the year ended 31 October
2015
As at 31 October 2015
Issue of shares
Share issue costs
Total comprehensive income
for the year ended 31 October
2016
As at 31 October 2016
The accounting policies and notes are an integral part of these financial statements.
Page | 13
PIRES INVESTMENTS PLC
(Incorporated in England and Wales with registered number 02929801)
Statement of Financial Position
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
Non-current assets
Property, plant and equipment
Investment in subsidiaries
Total non-current assets
Current assets
Investments
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Issued share capital
Share premium
Retained earnings
Capital redemption reserve
Total equity
Liabilities
Current liabilities
Trade and other payables
Total liabilities and current liabilities
Total equity and liabilities
Note
11
16
13
17
18
18
19
Company
2016
£
230
1
231
152,624
53,865
49,448
255,937
256,168
2015
£
1,057
18,503
19,560
516,520
76,340
61,825
654,685
674,245
11,858,477
2,997,555
(14,889,985)
164,667
130,714
11,853,192
2,904,840
(14,330,348)
164,667
592,351
125,454
125,454
81,894
81,894
256,168
674,245
These financial statements were approved and authorised for issue by the Board of Directors on 28 April
2017 and were signed on its behalf by:
Peter Redmond
Director
John May
Director
The accounting policies and notes are an integral part of these financial statements.
Page | 14
PIRES INVESTMENTS PLC
Statement of Cash Flows
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
Cash flows from operating activities
(Loss)
Depreciation
Realised (gain)/loss on disposal of investments
Fair value movements in investments
Finance income
Decrease in receivables
Increase/(decrease) in payables
Net cash used in operating activities
Cash flows from investing activities
Payments to acquire tangible fixed assets
Payments to acquire investments
Proceeds of disposal of investments
Proceeds from disposal of subsidiary operations
Net proceeds from share issues
Finance income received net
Net cash used in investing activities
Cash flows from financing activities
Finance cost paid
Net cash from financing activities
Company
2016
£
2015
£
(559,637)
827
3,996
298,647
(33)
22,475
43,560
(190,165)
-
-
61,434
18,321
98,000
33
177,788
(388,253)
1,107
(38,969)
119,349
(134)
47,931
(57,749)
(316,718)
-
(80,600)
182,312
-
-
134
101,846
-
-
-
-
Net (decrease)/increase in cash and cash equivalents during
the year
(12,377)
(214,873)
Cash and cash equivalents at beginning of year
61,825
276,698
Cash and cash equivalents at end of year
49,448
61,825
Page | 15
PIRES INVESTMENTS PLC
Notes to the Financial Statements
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
1. ACCOUNTING POLICIES
General Information
Pires Investments plc (“the Company”) was throughout the year an investing company with an investing policy
adopted on 16 April 2012 and re-adopted on 21 March 2013.
The Company is a limited liability company incorporated and domiciled in England.
The address of the registered office is c/o Cooley Services Limited, Dashwood House, 69 Old Broad Street,
London, EC2M 1QS.
These financial statements are prepared in Pounds Sterling, because that is the currency of the primary
economic environment in which the Company operates.
Principal 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 periods presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRSs) and IFRIC interpretations as adopted by the European Union applicable to companies reporting under
IFRSs. The financial statements have also been prepared under the historical cost convention.
For the year ended 31 October 2015, financial statements were prepared on a Group Consolidated basis. The
31 October 2016 financial information has been restated to show the Company financial information as there
is no longer the requirement to prepare Group financial statements.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Company’s
accounting policies. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements are disclosed later in these accounting
policies.
Going Concern
The financial statements have been prepared on the going concern basis.
Any consideration of the foreseeable future involves making a judgement, at a particular point in time, about
future events which are inherently uncertain. The ability of the Company to carry out its planned business
objectives is dependent on its continuing ability to raise adequate capital from equity investors and/or the
realisation of quoted investments.
At the time of approving these financial statements and after making due enquiries, the Directors have a
reasonable expectation that the Company has adequate resources to continue operating for the foreseeable
future. For this reason they continue to adopt the going concern basis in preparing the Company’s financial
statements.
Page | 16
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
1. ACCOUNTING POLICIES (continued)
Statement of compliance
The following new and revised Standards and Interpretations have been adopted in the current period by the
Company for the first time and do not have a material impact on the Company.
IFRS 10
IFRS 12
Consolidated financial statements
Disclosures of interests in other entities
A number of new standards and amendments to standards and interpretations have been issued but are not
yet effective and not early adopted. None of these are expected to have a significant effect on the financial
statements of the Company.
Depreciation
Computer equipment is measured at cost less provision for depreciation. Depreciation is provided on these assets at
33 1/3% of cost per annum which is calculated to write off the cost less estimated residual value of the assets over
their expected useful lives.
Revenue recognition
Revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for
goods or services provided in the normal course of business, net of discounts, VAT and other sales-related taxes, and
provisions for returns.
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial asset to that asset’s net carrying amount. Dividend income is recognised at the time any market share price is
adjusted to exclude the right to receive such dividend or, if there is no such adjustment, when received.
Deferred taxation
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit,
and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally 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. Such assets and liabilities are
not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit
nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset
is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when
they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets
and liabilities on a net basis.
Page | 17
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
1. ACCOUNTING POLICIES (continued)
Share based awards
The Company has applied the requirements of IFRS 2 Share based payment. All services received in exchange for the
grant of any share based remuneration are measured at their fair values. These are indirectly determined by reference
to the fair value of the share options/warrants awarded. Their value is appraised at the grant date and excludes the
impact of any non-market vesting conditions (for example, profitability and sales growth targets).
Share based payments are ultimately recognised as an expense in the Statement of Comprehensive Income with a
corresponding credit to the retained earning reserve in equity, net of deferred tax where applicable. If vesting periods
or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available
estimate of the number of share options/warrants expected to vest. Non-market vesting conditions are included in
assumptions about the number of options/warrants that are expected to become exercisable. Estimates are
subsequently revised if there is any indication that the number of share options/warrants expected to vest differs
from previous estimates. No adjustment is made to the expense or share issue cost recognised in prior periods if
fewer share options ultimately are exercised than originally estimated.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the
nominal value of the shares issued are allocated to share capital with any excess being recorded as share premium.
Where share options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount
that otherwise would have been recognised for services received over the remainder of the vesting period is
recognised immediately within the Statement of Comprehensive Income.
Fair value is measured by use of the Black-Scholes model. The expected life used in the model has been adjusted,
based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural
considerations.
Investments in subsidiaries
Investments in subsidiaries are stated in the Company's statement of financial position at cost less any attributable
impairment losses.
Financial assets
The Company classifies its financial assets into one of the following categories, cash and cash equivalents, loans and
receivables and investments held at fair value through profit or loss depending on the purpose for which the asset was
acquired. The Company has not classified any of its financial assets as held to maturity, held for trading or available for
sale.
Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit balances at banks, together with other
short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject
to an insignificant risk of changes in value.
Loans and receivables
Loans and receivables from third parties are initially recognised at fair value and subsequently carried at amortised
cost using the effective interest rate method.
Page | 18
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
1. ACCOUNTING POLICIES (continued)
Financial assets designated at fair value through profit or loss
All short term investments are designated upon initial recognition as held at fair value through profit or loss (FVTPL).
Investment transactions are accounted for on a trade date basis. Assets are de-recognised at the trade date of the
disposal. Investments are initially measured at fair value plus incidental acquisition costs. Subsequently, they are
measured at fair value in accordance with IAS 39. This is either the bid price or the last traded price, depending on the
convention of the exchange on which the investment is quoted. The fair value of the financial instruments in the
balance sheet is based on the quoted bid price at the balance sheet date, with no deduction for any estimated future
selling cost.
Unquoted investments are valued by the directors using primary valuation techniques such as recent transactions, last
price and net asset value. Changes in the fair value of investments held at fair value through profit or loss and gains
and losses on disposal are recognised in the Statement of Comprehensive Income as “Net change in fair value of
investments”.
Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred
after the initial recognition of the financial asset, the estimated future cash flows of the investment have been
impacted.
Financial liabilities
Financial liabilities are recognised in the Company’s balance sheet when the Company becomes a party to the
contractual provisions of the instrument. All interest related charges are recognised as an expense in finance cost in
the income statement using the effective interest rate method.
The Company's financial liabilities comprise trade and other payables.
Trade payables are recognised initially at their fair value and subsequently measured at amortised cost less settlement
payments.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all
of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue
costs.
The share premium account represents premiums received on the initial issuing of the share capital. Any transaction
costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Share capital account represents the nominal value of the shares issued.
Retained earnings include all current and prior period results as disclosed in the Statement of Comprehensive Income.
2.
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATIONS
The preparation of the financial statements in conformity with IFRS requires the use of estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Although these estimates are based on management’s
best knowledge of the amounts, events or actions, actual results ultimately may differ from these estimates.
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.
Page | 19
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
2.
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATIONS (continued)
In certain circumstances, where fair value cannot be readily established, the Company is required to make judgements
over carrying value impairment, and evaluate the size of any impairment required.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are
recognised in the period. Judgements and estimates that may affect future periods are as follows:
GOING CONCERN
The Company’s activities resulted in a loss of £559,637 (2015: loss of £388,253) and, as at 31 October 2016, the
Company’s cash balance was £49,448 (2015: £61,825). As such, the Company was dependent on raising
additional funding, or reducing its operating costs in order to move forward.
However, the Company raised £675,000 in November 2016 by way of two equity placings, and the Directors are
in the process of a cost cutting exercise to minimise overheads including Directors’ fees.
So whilst there are inherent uncertainties in relation to future events, the Directors consider that, based upon
financial projections, the Company will be a going concern for the next twelve months. For this reason, the Directors
continue to adopt the going concern basis in preparing the financial statements.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company holds investments that have been designated as held at fair value through profit or loss. Investment
transactions are accounted for on a trade date basis. Assets are de-recognised at the trade date of the disposal.
Assets are sold at their fair value, which comprises the proceeds of sale less any transaction cost. The fair value of the
financial instruments in the balance sheet is based on the quoted bid price at the balance sheet date, with no
deduction for any estimated future selling cost. Unquoted investments are valued by the directors using primary
valuation techniques such as recent transactions, last price and net asset value. Changes in the fair value of
investments held at fair value through profit or loss and gains and losses on disposal are recognised in the
consolidated statement of comprehensive income as “Net gains on investments”. Investments are initially measured
at fair value plus incidental acquisition costs. Subsequently, they are measured at fair value in accordance with IAS 39.
This is either the bid price or the last traded price, depending on the convention of the exchange on which the
investment is quoted.
3. BUSINESS AND GEOGRAPHICAL REPORTING
The Company’s operations are solely in the United Kingdom. Its primary trading operation and activity is the
rendering of services and so no segmental analysis of operations is included.
4. OPERATING (LOSS)
Operating (loss) from continuing activities is stated after charging:
Depreciation of property, plant and equipment
827
1,106
2016
£
2015
£
Page | 20
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
5. AUDITORS REMUNERATION
During the year the Company obtained the following services from the Company’s auditor (in respect of continuing
and discontinuing activities):
Fees payable to auditors for the audit of the Company’s financial statements
Fees payable to the Company’s auditor and its associates for other services:
Other services relating to taxation
All other services
6.
INVESTMENT INCOME
The Company’s finance income was:
Interest receivable
7. REMUNERATION
The Company’s employee benefit expense (for continuing activities in 2016) was:
Wages and salaries
Social security costs
2016
£
14,500
-
2015
£
14,500
-
1,500
1,500
-
-
16,000
16,000
2016
£
33
33
2015
£
134
134
2016
£
26,250
1,725
2015
£
72,782
3,530
27,975
76,312
The average monthly number of persons employed by the Company, including Directors, during the year was as
follows:
2016
No
3
2015
No
3
Details of Directors’ emoluments, including details of warrants awarded, are given in the Report on Remuneration.
These disclosures form part of the audited financial statements of the Company. The Directors of the Company are
considered to represent key management of the Company as defined by IFRS.
Page | 21
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
8. TAX EXPENSE
8.
Factors affecting the tax charge for the year
(Loss)/ profit on ordinary activities before taxation
(551,020)
(388,253)
(Loss)/ profit on ordinary activities before taxation multiplied by the standard
rate of UK corporation tax of 20% (2015: 20%)
(110,204)
(77,651)
2016
£
2015
£
Effects of:
Expenses not deductible for tax purposes net of income not subject to
corporation tax
Tax depreciation in excess of book depreciation
Gain on disposal of capital assets
Tax losses arising in the year carried forward
Unrealised taxable losses not subject to tax in the period
Share-based payment charge not deductible
Tax charge
-
-
(81)
5,225
2,429
(181)
7,794
107,197
102,631
(37,159)
-
-
-
-
The Company has tax losses available to carry forward against relevant future taxable income and profits of
approximately £3.0 million (2015: £2.5 million) in respect of which no deferred tax asset has been recognised.
Where it is anticipated that future taxable profits will be available against which these losses will be utilised a
deferred tax asset is recognised.
Page | 22
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
9. DISCONTINUED OPERATIONS
On 11 March 2016 the Company announced that it had disposed of the entire issued share capital of Ventec
Renewable Energy Limited, a subsidiary of the Company, to Ambrosia Investments Limited. See Note 23 –
Related party transactions.
The Company, prior to the disposal, obtained an independent valuation for Ventec which confirmed the
directors’ view that the subsidiary had nil economic value. Consideration for the disposal was £2 and the
intercompany liabilities amounting to circa £45,000 were settled in cash.
The results of the discontinued operations, which have been included in the financial statements, were as
follows:
Income statement
Revenue
Expenses
Loss before tax
Attributable tax expense
Net loss attributable to discontinued operations
Balance sheet
Investment in subsidiaries
Total non-current assets
Trade and other payables
Net liabilities
2016
-
(8,617)
(8,617)
-
(8,617)
2016
18,502
18,502
(63,500)
(44,998)
2015
-
-
-
-
-
2015
-
-
-
-
Page | 23
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
10. (LOSS)/EARNINGS PER SHARE
(Loss)/profit attributable to the owners of the Company
Continuing Operations
(551,020)
(388,253)
2016
£
2015
£
2016
No. of
Shares
2015
No. of
shares
Weighted average number of shares for calculating basic loss per share
11,400,805
2,321,659,864
Basic and diluted loss per share
Continuing Operations
2016
Pence
2015
pence
(5.00)
(0.02)
There were no dilutive instruments which would give rise to diluted earnings per share.
11. PROPERTY, PLANT AND EQUIPMENT
Cost
At 1 November 2014
Additions during the year
At 1 November 2015
Additions during the year
At 31 October 2016
Depreciation
At 1 November 2014
Charge for the year
Disposal during the year
At 1 November 2015
Charge for the year
As at 31 October 2016
Carrying amount
As at 31 October 2016
At 31 October 2015
Computer equipment
£
3,363
-
3,363
-
3,363
1,200
1,106
-
2,306
827
3,133
230
1,057
Page | 24
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
12. FAIR VALUE MEASUREMENT
The table below sets out the fair value measurements using the IFRS 7 fair value hierarchy. Categorisation within the
hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value
measurement of the relevant asset as follows:
Level 1 – valued using quoted prices in active markets for identical assets.
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included
within Level 1.
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
There were no transfers between Level 1 and Level 3 in 2016 or 2015.
13.
INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
Investments at fair value brought forward
Purchase of investments
Investment disposals
Movement in investment holding
Balance
Categorised as
Level 1 – quoted prices
Level 3 – Unquoted investments
Gains / (losses) on investments held at fair value through profit or loss
Movement in investment holding gains
Realised (loss)/gain on disposal of investments
Net loss on investments held at fair value through profit or loss
Unquoted investments (Level 3)
2016
£
516,520
-
(65,429)
(298,467)
2015
£
698,612
80,600
(143,343)
(119,349)
152,624
516,520
130,401
494,297
22,223
22,223
(298,467)
(119,349)
(3,996)
(302,463)
38,969
(80,380)
The value of the unquoted investments as at 31 October 2016 was £22,223 and comprised a holding in
Evolution Energy E&P plc (previously named Shale Energy plc).
Evolution Energy E&P plc is an unquoted public company whose focus is the acquisition or development of oil,
gas or shale gas assets principally in the UK and USA. The holding is valued on the basis of evaluation of
subsequent pre-IPO fundraising. The latest fundraising price and liquidity of private investors are reflected in
determining the fair value of the investment holding. The Directors consider this value to be supported by
information they have received over the course of the financial year.
Page | 25
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
14. RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company is exposed to a variety of financial risks which result from both its operating and investing
activities. The Company’s risk management is coordinated by the Board of Directors, and focuses on actively
securing the Company’s short to medium term cash flows by minimising the exposure to financial markets.
The main risks the Company is exposed to through its financial instruments are credit risk, foreign currency
risk, liquidity risk and market price risk.
Capital risk management
The Company’s objectives when managing capital are:
to safeguard the Company’s ability to continue as a going concern, so that it continues to provide returns
and benefits for shareholders;
to support the Company’s growth; and
to provide capital for the purpose of strengthening the Company’s risk management capability.
The Company actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the Company
and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities. Management regards total equity as capital
and reserves, for capital management purposes.
Credit risk
The Company’s financial instruments, which are subject to credit risk, are cash and cash equivalents and loans
and receivables. The credit risk for cash and cash equivalents is considered negligible since the counterparties
are reputable financial institutions.
The Company’s maximum exposure to credit risk is £103,313 (2015: £138,165) comprising cash and cash
equivalents and loans and receivables.
Liquidity risk
Liquidity risk arises from the possibility that the Company might encounter difficulty in settling its debts or
otherwise meeting its obligations related to financial liabilities. The Company manages this risk through
maintaining a positive cash balance and controlling expenses and commitments. The Directors are confident
that adequate resources exist to finance current operations.
Market price risk
The Company’s exposure to market price risk mainly arises from potential movements in the fair value of its
investments.
The Company’s exposure to price risk on quoted investments is as follows:
Change in equity
Increase in quoted investments by 10%
Decrease in quoted investments by 10%
2016
£
2015
£
13,040
49,430
(13,040)
(49,430)
Page | 26
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
15. FINANCIAL INSTRUMENTS
Financial assets by category:
The IAS 39 categories of financial asset included in the statement of financial position and the headings in
which they are included are as follows:
Financial assets:
Fair value through profit or loss investments
Loans and receivables
Cash and cash equivalents
Total
2016
£
130,401
40,895
49,448
220,744
2015
£
516,520
64,403
61,825
642,748
Financial liabilities by category:
The IAS 39 categories of financial liabilities included in the statement of financial position and the headings in
which they are included are as follows:
Trade and other payables
16.
INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
Cost
At 1 November 2014
Additions during the year
At 1 November 2015
Disposals during the year
Additions during the year
At 31 October 2016
Provision for diminution in value
At 1 November 2014 and 1 November 2015
Disposals during the year
At 31 October 2016
Net book value
At 31 October 2016
At 31 October 2015
2016
£
53,171
2015
£
49,066
£
18,503
-
18,503
(18,502)
-
1
-
-
-
1
18,503
At 31 October 2016 the subsidiaries were as follows:
Subsidiary undertaking
Energy Investment Opportunities Limited
Country of
registration
UK
Principal
activity
Dormant
Percentage
holding
100%
*Ventec Renewable Energy Limited and its subsidiary Ventec Wind 1 GmbH was disposed of during the year.
Page | 27
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
17. TRADE AND OTHER RECEIVABLES
Other receivables
Prepayments and accrued income
Company
2016
£
40,895
12,970
53,865
2015
£
64,403
11,937
76,340
As described in note 13, the Directors do not consider credit risk to be material to the Company's operations.
18.
ISSUED SHARE CAPITAL
Issued and fully paid:
At 1 November 2014 and 31 October 2015
Ordinary shares of 0.1p each
Deferred shares of 5p each
Deferred shares of 4.9p each
At 31 October 2016
Ordinary shares issued in the year:
Number of
shares
Nominal value
£
Share premium
£
2,321,659,864
136,171,197
55,570,856
2,321,660
6,808,560
2,722,972
11,853,192
2,904,840
-
-
2,904,840
Ordinary shares of 0.001p each – share reorganisation
Ordinary shares of 0.25p each - Consolidation
Ordinary shares of 0.25p each
Deferred shares of 0.099p each – share reorganisation
Deferred shares of 5p each
Deferred shares of 4.9p each
2,321,659,864
9,286,639
100,000
9,386,639
2,321,659,864
136,171,197
55,570,856
-
5,285
5,285
2,321,660
6,808,560
2,722,972
11,858,477
2,904,840
92,715
2,997,555
-
-
-
2,997,555
On 31 March 2016 shareholders approved a capital reorganisation under which:
(a) the ordinary shares of 0.1p each were sub-divided into one ordinary share of 0.001p each and one deferred
share of 0.099p each;
(b) the ordinary shares of 0.001p each were consolidated on the basis of one ordinary share of 0.25p for every
250 ordinary shares of 0.001p each;
(c) the deferred shares of 5p each, 4.9p each and 0.099p each are to be bought back by the company for
cancellation from the proceeds of the issue of one ordinary share of 0.25p at a price of £1.
Page | 28
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
18.
ISSUED SHARE CAPITAL (continued)
The holders of the ordinary shares are entitled to one vote for each share held on a poll. They are also entitled
to receive dividends declared in proportion to the number of shares held (subject to any right of another class,
and none currently exists, to receive a preferred dividend) and, on a return of capital and subject to the limited
participation rights of the holders of the two classes of deferred shares detailed below and any subsequently
created class of shares with preferential rights, to participate in such return in proportion to the number of
shares held.
Neither class of deferred shares have any voting or dividend rights and only have rights to a repayment of the
nominal value of the shares and then only after a £100,000 per ordinary share has been returned to each
holder of ordinary shares. The Company has the right to acquire for cancellation each entire class of deferred
share for an aggregate consideration of 1p and the Company intends to exercise such right in due course.
19. TRADE AND OTHER PAYABLES
Trade payables
Other payables
Accruals and deferred income
Taxation and social security
Company
2016
£
48,570
4,199
72,283
402
125,454
2015
£
48,221
-
32,828
845
81,894
The fair value of trade and other payables has not been disclosed as, due to their short duration, management
considers the carrying amounts recognised in the statement of financial position to be a reasonable
approximation of their fair value.
Page | 29
PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
20. CONTINGENT LIABILITES
At 31 October 2016 and 2015, the Company had no material contingent liabilities.
21. CAPITAL COMMITMENTS
At 31 October 2016 and 2015, the Company had no capital commitments authorised or contracted by the
Directors.
22. POTENTIAL SHARE ISSUES AND SHARE BASED PAYMENTS
There were no outstanding options or warrants over the ordinary share capital of the Company as at 31 October 2016
(2015: Nil):
Number of
shares to be
issued upon
exercise for the
year ended 31
October
2016
Exercise
price for the
year ended
31 October
2016
Number of
shares to be
issued upon
exercise price
for the year
ended 31
October 2015
Exercise
price for the
year ended
31 October
2015
£
-
-
-
-
-
£
0.10p
139,229,592
-
-
0.10p
139,229,592
-
-
-
-
-
-
-
-
-
Outstanding at beginning of period
Arising during the period
Lapsed during the period
Outstanding at end of period
Exercisable at end of period
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PIRES INVESTMENTS PLC
Notes to the Financial Statements (continued)
Annual Report and Financial Statements
FOR THE YEAR ENDED 31 OCTOBER 2016
23. RELATED PARTY TRANSACTIONS
Ultimate controlling party
The Directors do not consider there to be a single ultimate controlling party.
Transactions with Directors
Fees for consultancy services supplied by Catalyst Corporate Consultants
Limited, a company beneficially controlled by Peter Redmond and of which
he is a director
Fees for consultancy services supplied by City and Westminster Corporate
Finance LLP, a company beneficially owned by John May
Fees for consultancy services supplied by Placid P. Gonzales & Associates, a
company beneficially owned by Placid Gonzales and of which he is a director.
Fees for consultancy services supplied by Richard Armstrong as a consultant
for services other than director’s duties
2016
£
30,000
2015
£
30,000
25,000
20,833
15,000
13,024
-
1,344
In March 2016, the Company disposed of its entire investment in its trading subsidiary Ventec Renewable Energy
Limited to Ambrosia Investments Limited. Emmanouil Vaindirlis is the sole shareholder of Ambrosia Investments
Limited and at the date of disposal Ambrosia and Emmanouil Vaindirlis held interests of 4.42% and 4.68% in Pires
Investments Plc respectively.
24. POST BALANCE SHEET EVENTS
Issue of equity
On 2 November 2016, the Company’s broker, Peterhouse Corporate Finance Limited (“Peterhouse”) raised £525,000
gross of expenses, for the Company, through the issue to third party investors of 17,500,000 new ordinary shares in
the Company at a placing price of 3 pence per Placing Share.
Placees also received one warrant for every two placing shares subscribed for. The warrants have an exercise price of
4.25 pence each, and are exercisable for a period of 18 months from the date of issue, the last exercise date bring 2
May 2018.
On 28 November 2016, Peterhouse, in response to further investor demand, raised £150,000 gross of expenses, for
the Company, through the issue of 5,000,000 new ordinary shares at a placing price of 3 pence per Placing Share.
Placees also received one warrant for every two placing shares subscribed for. The warrants have an exercise price of
4.25 pence each, and are exercisable for a period of 18 months from the date of issue, the last exercise date being 25
May 2018.
On 8 February 2017, the Company subscribed for 3,125,000 ordinary shares in Eco (Atlantic) Oil & Gas Ltd at a price of
16 pence per share for a consideration of £500,000, representing approximately 2.6% of their issued share capital.
On 13 February 2017, the Company appointed Nicholas Lee as a Non-executive director.
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