ANNUAL REPORT AND ACCOUNTS 2014
Investing for the future
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CONTENTS
2
3
4
6
9
10
13
14
16
17
18
20
21
22
23
24
25
34
CHAIRMAN’S STATEMENT
INVESTING POLICY STATEMENT
REVIEW OF TRADING PORTFOLIO
INTERESTS IN GOLD EXPLORATION
INTERESTS IN IRON ORE
INTERESTS IN OIL & GAS
INTERESTS IN COAL MINING & POWER GENERATION
OTHER INVESTMENTS
COMPANY INFORMATION & BOARD OF DIRECTORS
STRATEGIC REPORT
DIRECTORS’ REPORT
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
INDEPENDENT AUDITOR’S REPORT
PROFIT AND LOSS ACCOUNT
BALANCE SHEET
CASH FLOW STATEMENT
NOTES TO FINANCIAL STATEMENTS
NOTICE OF ANNUAL GENERAL MEETING
The Company is established as a source
of early stage finance to fledgling
businesses, to maximise the capital
value of the Company and to generate
benefits for Shareholders in the form of
capital growth and modest dividends
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STRATEGIC REPORT | CHAIRMAN’S STATEMENT
STRATEGIC REPORT | INVESTING POLICY STATEMENT
I am pleased to present my thirteenth
annual statement to Shareholders for
the year ended 30 September 2014.
CHAIRMAN’S
STATEMENT
Results for the year
Following the previous tough years of 2011, 2012 and 2013,
in the last nine months, we have begun to see the signs of a
change for the better. However, this has not been as a result of
an upturn in the market generally but as a consequence of our
investments in oil and gas, for many of our portfolio companies
exploring for gold, iron ore and other such minerals have
continued to find it difficult to raise essential cash and so have
seen share price falls in what has become a harsh environment
for early stage mineral explorers.
At the balance sheet date, more than 70% of the portfolio
value was attributed to oil stocks on which we comment in the
portfolio review.
Investing policy
The Company’s investing policy is reproduced on page 3 of this
report and made available on our website, www.starvest.co.uk
Trading portfolio valuation
A detailed review of the portfolio companies follows from
page 4. Our commentary focuses on the exploration areas in
which our investee companies are involved as well as on other
investments; the Company’s interests include gold, iron ore,
coal and oil and gas.
Shareholder information
The Company’s shares are traded on AIM.
Announcements made to the London Stock Exchange are sent to
those who register at the Company’s website, www.starvest.co.uk,
where historic reports and announcements are also available.
Annual general meeting
We will hold our annual general meeting at 11.30 am on
Thursday 11 December 2014 at the City office of Grant Thornton
UK LLP, our Nominated Adviser, when we look forward to
meeting those Shareholders able to attend.
R Bruce Rowan
Chairman & Chief Executive
30 October 2014
INVESTING POLICY
STATEMENT
About us
Lack of liquidity
The Board has managed the Company as an investment
company since January 2002. Collectively, the Board has a
wealth of experience over many years of investing in small
company new issues and pre-IPO opportunities in the natural
resources and mineral exploration sectors.
Company objective
The investee companies, being small, almost invariably lack
share market liquidity, even if they are quoted on AIM, ISDX,
ASX, or TSX-V. Therefore, in the early years it is rarely possible
to sell an investment at the quoted market price with the
result that extreme patience is required whilst the investee
company develops and ultimately attracts market interest. If
and when an explorer finds a large exploitable resource, it may
become the object of a third party bid, or otherwise become a
much larger entity; either way an opportunity to realise cash is
The Company is established as a source of early stage finance
to fledgling businesses, to maximise the capital value of the
Company and to generate benefits for Shareholders in the form
of capital growth and modest dividends.
expected to follow.
Success rate
Investing strategy
Natural resources
Whilst the Company has no exclusive commitment to the natural
resources sector, the Board sees this as having considerable
growth potential in the medium term. Historically, investments
were generally made immediately prior to an initial public
offering, on AIM or ISDX and in the aftermarket. As the nature
of the market has changed since 2008, it is more likely that the
future investment portfolio will include a spread of companies
that generally have moved beyond the IPO stage but remain in
the early stages of identifying a commercial resource and/or
moving towards development with the appropriate finance.
Investment size
Initial investments are for varying amounts but usually in the
range of £100,000 - £300,000. These companies are invariably
not generating cash, rather they have a constant requirement
to raise new equity in order to continue exploration and
development. Therefore, after appropriate due diligence, the
Company may provide further funding support and make later
market purchases, so that the total investment may be greater
than £300,000.
High risk
The business is inherently high risk and of a cyclical nature
dependent upon fluctuations in world economic activity which
impacts on the demand for minerals. However, it offers the
investor a spread of investments in an exciting sector, which the
Board believes will continue to offer the potential of significant
returns for the foreseeable future.
Of the 25 to 30 investments held at any one time, it is expected
that no more than five will prove to be ‘winners’; from half
of the remainder we may expect to see modest share price
improvements. Overall, the expectation is that in time
Shareholder returns will be acceptable if not substantial.
Accordingly, the Board is unable to give any estimate of the
quantum or timing of returns.
Profit distribution
When profits have been realised and adequate cash is available,
it is the intention of the Board to recommend the distribution of
up to half the profits realised.
Other matters
The Company currently has investments in the following
companies, which themselves are investment companies:
Equity Investors plc; Equity Resources plc and Guild
Acquisitions plc.
The Company takes no part in the active management of
investee companies, although directors of the Company are also
non-executive directors on the boards of seven such companies,
with one director being the executive chairman of an eighth.
the company is established as
a source of early stage finance
to fledgling businesses
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STRATEGIC REPORT | CHAIRMAN’S STATEMENT
STRATEGIC REPORT | INVESTING POLICY STATEMENT
I am pleased to present my thirteenth
annual statement to Shareholders for
the year ended 30 September 2014.
CHAIRMAN’S
STATEMENT
Results for the year
Shareholder information
Following the previous tough years of 2011, 2012 and 2013,
The Company’s shares are traded on AIM.
in the last nine months, we have begun to see the signs of a
change for the better. However, this has not been as a result of
Announcements made to the London Stock Exchange are sent to
an upturn in the market generally but as a consequence of our
those who register at the Company’s website, www.starvest.co.uk,
investments in oil and gas, for many of our portfolio companies
where historic reports and announcements are also available.
exploring for gold, iron ore and other such minerals have
continued to find it difficult to raise essential cash and so have
seen share price falls in what has become a harsh environment
for early stage mineral explorers.
At the balance sheet date, more than 70% of the portfolio
value was attributed to oil stocks on which we comment in the
Annual general meeting
We will hold our annual general meeting at 11.30 am on
Thursday 11 December 2014 at the City office of Grant Thornton
UK LLP, our Nominated Adviser, when we look forward to
meeting those Shareholders able to attend.
R Bruce Rowan
Chairman & Chief Executive
30 October 2014
portfolio review.
Investing policy
The Company’s investing policy is reproduced on page 3 of this
report and made available on our website, www.starvest.co.uk
Trading portfolio valuation
A detailed review of the portfolio companies follows from
page 4. Our commentary focuses on the exploration areas in
which our investee companies are involved as well as on other
investments; the Company’s interests include gold, iron ore,
coal and oil and gas.
INVESTING POLICY
STATEMENT
About us
Lack of liquidity
The Board has managed the Company as an investment
company since January 2002. Collectively, the Board has a
wealth of experience over many years of investing in small
company new issues and pre-IPO opportunities in the natural
resources and mineral exploration sectors.
Company objective
The Company is established as a source of early stage finance
to fledgling businesses, to maximise the capital value of the
Company and to generate benefits for Shareholders in the form
of capital growth and modest dividends.
Investing strategy
Natural resources
Whilst the Company has no exclusive commitment to the natural
resources sector, the Board sees this as having considerable
growth potential in the medium term. Historically, investments
were generally made immediately prior to an initial public
offering, on AIM or ISDX and in the aftermarket. As the nature
of the market has changed since 2008, it is more likely that the
future investment portfolio will include a spread of companies
that generally have moved beyond the IPO stage but remain in
the early stages of identifying a commercial resource and/or
moving towards development with the appropriate finance.
Investment size
Initial investments are for varying amounts but usually in the
range of £100,000 - £300,000. These companies are invariably
not generating cash, rather they have a constant requirement
to raise new equity in order to continue exploration and
development. Therefore, after appropriate due diligence, the
Company may provide further funding support and make later
market purchases, so that the total investment may be greater
than £300,000.
High risk
The business is inherently high risk and of a cyclical nature
dependent upon fluctuations in world economic activity which
impacts on the demand for minerals. However, it offers the
investor a spread of investments in an exciting sector, which the
Board believes will continue to offer the potential of significant
returns for the foreseeable future.
The investee companies, being small, almost invariably lack
share market liquidity, even if they are quoted on AIM, ISDX,
ASX, or TSX-V. Therefore, in the early years it is rarely possible
to sell an investment at the quoted market price with the
result that extreme patience is required whilst the investee
company develops and ultimately attracts market interest. If
and when an explorer finds a large exploitable resource, it may
become the object of a third party bid, or otherwise become a
much larger entity; either way an opportunity to realise cash is
expected to follow.
Success rate
Of the 25 to 30 investments held at any one time, it is expected
that no more than five will prove to be ‘winners’; from half
of the remainder we may expect to see modest share price
improvements. Overall, the expectation is that in time
Shareholder returns will be acceptable if not substantial.
Accordingly, the Board is unable to give any estimate of the
quantum or timing of returns.
Profit distribution
When profits have been realised and adequate cash is available,
it is the intention of the Board to recommend the distribution of
up to half the profits realised.
Other matters
The Company currently has investments in the following
companies, which themselves are investment companies:
Equity Investors plc; Equity Resources plc and Guild
Acquisitions plc.
The Company takes no part in the active management of
investee companies, although directors of the Company are also
non-executive directors on the boards of seven such companies,
with one director being the executive chairman of an eighth.
the company is established as
a source of early stage finance
to fledgling businesses
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STRATEGIC REPORT | REVIEW OF TRADING PORTFOLIO
STRATEGIC REPORT | REVIEW OF TRADING PORTFOLIO
REVIEW OF TRADING
PORTFOLIO
Introduction
During the year to 30 September 2014, the portfolio comprised
interests in the companies commented on below.
The tough trading and fundraising conditions of the past three
years have taken a toll on some of the businesses in which
Starvest is invested to such an extent that, as at 30 September
2014, the portfolio had been transformed with most of the value
now in oil and gas exploration ventures.
Transactions
During the year the Company sold its stake in Centamin plc, an
interest that arose from the sale in 2011 of the interest in Sheba
Exploration UK plc; otherwise there were no sales.
Additional investments were made in Alba Mineral Resources
plc in addition to which loans were advanced to Goldcrest
Resources plc. The former investee company, Woburn Energy
plc, withdrew from the market. In addition, our interest in
Silvermere Energy plc was repeatedly diluted so we no longer
have an interest in the successor company.
Trading portfolio valuation
When reporting in previous years, attention was drawn to the
continuing adverse conditions in our chosen market for early
stage mineral exploration stocks. The year to September 2014
has been no better with a continuing steady decline in
market prices.
Against this background, we continue to value our portfolio
of investments conservatively at the lower of cost or bid price
or lower directors’ valuation, where we believe those facts of
which we are aware cast doubt on the market prices or where
the Company’s interest is of such a size as to inhibit selling
into a depressed market. We attribute no value to those of our
investments that do not enjoy a market quote.
This cautious approach has proved to be appropriate in these
difficult times; these provisions total £351,000 (2013: £196,000).
A detailed review of the portfolio companies follows. Whilst the
portfolio contains investments in companies that have made
real progress during the year, there are many, particularly
smaller companies, that have struggled for one or more
reasons. Raising new finance, which is essential to progress in
any mineral exploration business, has proved to be very tough;
two have effectively failed this year.
Our commentary focuses on those companies that have
become our core portfolio but also includes others which may
well rebound; we remain resolved to allow our investments time
to mature; most certainly this proved to be appropriate with the
companies for which a takeover offer was received in previous
years and when we generated substantial profits.
This year, we have seen a dramatic rise in Nordic Energy plc,
but also to our interests in the Horse Hill companies, Alba
Mineral Resources plc and Regency Mines plc. Added to
this, we have a small interest in CAP Energy plc as well as
an interest in Kuwait Energy plc. We give more detail in our
investment commentary from page 6. This somewhat dramatic
change in our fortunes has led us to change the presentation of
our investee companies in the report this year.
Whilst the net asset value has increased substantially during
the year by £1.68m to £4.41m, the loss before taxation has
decreased from £1.01m to £356k. In addition;
• we have no debt, but a bank overdraft facility only;
was £3.61m
• we continue to believe that we are in a strong position to
benefit from an upturn in markets which must surely come!
Review of the current market
• the fundamentals have not changed: the world is becoming
more affluent with an increasing number of people expecting
refrigerators, motor cars, air conditioning, laptop computers
and all other tools of 21st Century living.
Financial Reporting Standards (FRS102)
To date we have prepared our financial statements under UK
Generally Accepted Accounting Standards (UK GAAP). However,
with effect from 1 October 2015 we will be required to adopt
FRS 102 (“New UK GAAP”). The significant impact of this
change will be on the valuation of the Company’s investments.
To date, we have been able to carry all our investments at
the lower of cost or current value. However, under the new
accounting standard, we will be required to mark-to-market all
our investments. Based on the closing prices at 30 September
2014, the investments (and hence net assets of the group) will
rise by £2,298,507.
Company statistics
The Company considers the following statistics to be its Keys
Performance Indicators (KPIs) and is satisfied with the results
achieved in the year given the uncertain market conditions.
Trading portfolio value
Company asset value net of debt
Net asset value per share
Closing share price
Share price discount to net asset value
Market capitalisation
These values include unrealised gains on elements of the trading
portfolio that are not reflected in the financial statements.
Since the year end, values have fluctuated; as at the close of
business on 24 October 2014, the asset value net of debt
We and our investee companies have endured yet another
tough year; extreme short termism leading to lower prices
and/or greater volatility has become the norm. It is clear
that many private investors upon whom we and our investee
companies have relied have withdrawn their support or, at best,
are awaiting a recognisable upturn in world-wide economic
fortunes; this is compounded in that few institutional investors
have an appetite for small early stage projects.
World markets continue to be volatile. For instance, in the
past two years the gold price has been as high as $1,795 per
oz but has also been as low as $1,192; at the present time it is
approximately $1,200, down $100 from a year ago. Only those
with a sound business plan and cost control will succeed in
such volatile markets.
Then there is iron ore which is in plentiful supply but with
Australia the dominant exporter. Prices have fallen from $130/t
to as low as $79/t.
However, demand for raw materials continues to fall. Although
there may be timing issues, we expect demand to recover to
be followed by prices. Meanwhile, opportunities for junior
explorers to realise value and generate cash are few.
In spite of all the gloom and doom, the strengthening of the
US$ has been and will be a factor in determining world
commodity prices.
Patience is the key as we continue to await a recovery.
30 September 2014
30 September 2013
at BID values
as adjusted
at BID values
as adjusted
£4.15m
£4.41m
11.87p
5.88p
50%
£2.18m
£2.52m
£2.73m
7.44p
5.62p
24%
Change
%
64.68%
61.54%
59.54%
4.62%
£2.09m
4.31%
the portfolio had been
transformed with most of
the value now in oil and
gas exploration ventures
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STRATEGIC REPORT | REVIEW OF TRADING PORTFOLIO
STRATEGIC REPORT | REVIEW OF TRADING PORTFOLIO
REVIEW OF TRADING
PORTFOLIO
Introduction
During the year to 30 September 2014, the portfolio comprised
interests in the companies commented on below.
The tough trading and fundraising conditions of the past three
years have taken a toll on some of the businesses in which
Starvest is invested to such an extent that, as at 30 September
2014, the portfolio had been transformed with most of the value
now in oil and gas exploration ventures.
Transactions
During the year the Company sold its stake in Centamin plc, an
interest that arose from the sale in 2011 of the interest in Sheba
Exploration UK plc; otherwise there were no sales.
Additional investments were made in Alba Mineral Resources
plc in addition to which loans were advanced to Goldcrest
Resources plc. The former investee company, Woburn Energy
plc, withdrew from the market. In addition, our interest in
Silvermere Energy plc was repeatedly diluted so we no longer
have an interest in the successor company.
Trading portfolio valuation
Our commentary focuses on those companies that have
become our core portfolio but also includes others which may
well rebound; we remain resolved to allow our investments time
to mature; most certainly this proved to be appropriate with the
companies for which a takeover offer was received in previous
years and when we generated substantial profits.
This year, we have seen a dramatic rise in Nordic Energy plc,
but also to our interests in the Horse Hill companies, Alba
Mineral Resources plc and Regency Mines plc. Added to
this, we have a small interest in CAP Energy plc as well as
an interest in Kuwait Energy plc. We give more detail in our
investment commentary from page 6. This somewhat dramatic
change in our fortunes has led us to change the presentation of
our investee companies in the report this year.
Whilst the net asset value has increased substantially during
the year by £1.68m to £4.41m, the loss before taxation has
decreased from £1.01m to £356k. In addition;
• we have no debt, but a bank overdraft facility only;
• we continue to believe that we are in a strong position to
benefit from an upturn in markets which must surely come!
When reporting in previous years, attention was drawn to the
continuing adverse conditions in our chosen market for early
stage mineral exploration stocks. The year to September 2014
has been no better with a continuing steady decline in
• the fundamentals have not changed: the world is becoming
more affluent with an increasing number of people expecting
refrigerators, motor cars, air conditioning, laptop computers
and all other tools of 21st Century living.
market prices.
Against this background, we continue to value our portfolio
of investments conservatively at the lower of cost or bid price
or lower directors’ valuation, where we believe those facts of
which we are aware cast doubt on the market prices or where
the Company’s interest is of such a size as to inhibit selling
into a depressed market. We attribute no value to those of our
investments that do not enjoy a market quote.
This cautious approach has proved to be appropriate in these
difficult times; these provisions total £351,000 (2013: £196,000).
A detailed review of the portfolio companies follows. Whilst the
portfolio contains investments in companies that have made
real progress during the year, there are many, particularly
smaller companies, that have struggled for one or more
reasons. Raising new finance, which is essential to progress in
any mineral exploration business, has proved to be very tough;
two have effectively failed this year.
Financial Reporting Standards (FRS102)
To date we have prepared our financial statements under UK
Generally Accepted Accounting Standards (UK GAAP). However,
with effect from 1 October 2015 we will be required to adopt
FRS 102 (“New UK GAAP”). The significant impact of this
change will be on the valuation of the Company’s investments.
To date, we have been able to carry all our investments at
the lower of cost or current value. However, under the new
accounting standard, we will be required to mark-to-market all
our investments. Based on the closing prices at 30 September
2014, the investments (and hence net assets of the group) will
rise by £2,298,507.
Company statistics
The Company considers the following statistics to be its Key
Performance Indicators (KPIs) and is satisfied with the results
achieved in the year given the uncertain market conditions.
Trading portfolio value
Company asset value net of debt
Net asset value per share
Closing share price
Share price discount to net asset value
Market capitalisation
These values include unrealised gains on elements of the trading
portfolio that are not reflected in the financial statements.
Since the year end, values have fluctuated; as at the close of
business on 24 October 2014, the asset value net of debt
was £3.61m
Review of the current market
We and our investee companies have endured yet another
tough year; extreme short termism leading to lower prices
and/or greater volatility has become the norm. It is clear
that many private investors upon whom we and our investee
companies have relied have withdrawn their support or, at best,
are awaiting a recognisable upturn in world-wide economic
fortunes; this is compounded in that few institutional investors
have an appetite for small early stage projects.
World markets continue to be volatile. For instance, in the
past two years the gold price has been as high as $1,795 per
oz but has also been as low as $1,192; at the present time it is
approximately $1,200, down $100 from a year ago. Only those
with a sound business plan and cost control will succeed in
such volatile markets.
Then there is iron ore which is in plentiful supply but with
Australia the dominant exporter. Prices have fallen from $130/t
to as low as $79/t.
However, demand for raw materials continues to fall. Although
there may be timing issues, we expect demand to recover to
be followed by prices. Meanwhile, opportunities for junior
explorers to realise value and generate cash are few.
In spite of all the gloom and doom, the strengthening of the
US$ has been and will be a factor in determining world
commodity prices.
Patience is the key as we continue to await a recovery.
30 September 2014
at BID values
as adjusted
30 September 2013
at BID values
as adjusted
£4.15m
£4.41m
11.87p
5.88p
50%
£2.18m
£2.52m
£2.73m
7.44p
5.62p
24%
Change
%
64.68%
61.54%
59.54%
4.62%
£2.09m
4.31%
the portfolio had been
transformed with most of
the value now in oil and
gas exploration ventures
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STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN GOLD EXPLORATION
STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN GOLD EXPLORATION
INTERESTS
IN GOLD
EXPLORATION
We have endured another tough year! The Company has
investments in six gold explorers. With one exception only,
the closing share prices have declined during the past year by
as much as 80%. During this time, the gold price has mostly
been approximately $1,300 per oz but has recently traded
nearer to $1,200 and we have probably not yet seen the bottom
of the cycle.
Our interests are in the following six companies:
Ariana Resources plc
Goldcrest Resources plc
Greatland Gold plc
Comment
Despite the continuing gold price fluctuations, Ariana offers
interesting potential once planned cash flow materialises from
its Red Rabbit operations as is expected during the fourth
quarter 2014. Importantly, the cash generated will enable
Ariana to pursue its wider interests.
Against this background, surely a share price re-rating is due,
if not overdue!
What they are doing
• With earn-in contributions from Turkish construction
company Proccea towards its eventual 50% stake on
production start-up, Ariana’s interest in Red Rabbit, where it
has a resource of 450,000 oz Au, has been reduced. However,
production is expected to be at the rate of approximately
21,000 oz Au per annum for the first five years with a mine life
of eight years. The capital required having been raised, an
estimated cash cost of up to $611 with a payback of 2.4 years
is expected.
• In addition to Red Rabbit, Ariana has a JORC (Joint Ore
Reserves Committee) resource of 1,162,000 oz Au in the
Artvin province in north-east Turkey. This project is now
being advanced through a Joint Venture agreement with
Eldorado Gold Corporation (TSX:ELD, NYSE: EGO); Ariana
has a 49% interest in the project.
• Ariana also has a 3.7% interest in Tigris Resources with
exploration interests in the south-east of Turkey.
www.arianaresources.com
Goldcrest has had a challenging year. A year ago, all the
indications were that Goldcrest was expecting to be admitted
to AIM by the end of 2013 and to raise sufficient cash to
commence exploration at its two properties in north-east Ghana
over which it held purchase options. We continue to await a
news announcement with a full explanation.
Comment
The Company website indicates that it is intending to take
advantage of its early-mover position to explore a highly
prospective portfolio of gold projects covering over 700km² on
the under-explored Bole-Nangodi gold belt of Ghana, Africa’s
2nd largest gold producer. Goldcrest’s aim is to build a focused
gold exploration company based around its two existing
projects, Zamsa and Fumbisi.
www.goldcrestresourcesplc.com
Minera IRL Limited
Minera’s activities are now focused on the flagship Ollachea
gold project, the company having announced the sale of its
interest in the Argentinian Don Nicholas for $11.5m.
Minera, listed on the AIM, Lima and Toronto TSX markets,
now focuses its activities entirely on Peru where it operates
the 100%-owned Corihuarmi gold mine, and is developing the
Ollachea underground mine while also exploring a number of
other gold prospects. Expected lower production, grades and
revenues from Corihuarmi have recently impacted on Minera’s
significant financing requirement for the Ollachea development.
The total capital cost of Ollachea is estimated at $220m, but the
scheduled production over an initial mine life of nine years is
In common with many other such companies, the share price
continues to be at little more than 1/8th of the AIM admission
price. Some progress towards realising value would doubtless
help a re-rating.
Background information
Greatland has been conducting early stage exploration for gold
since 2006 having been admitted to AIM that year. Having made
progress on two properties, Warrentinna and Lisle, Greatland
has entered into farm-in agreements with larger entities which
will earn an increasing percentage share of the projects in
exchange for expenditure incurred.
Recent developments
• Several new targets identified at its Western Australian projects
including an exciting new ‘Nova’ style nickel sulphide licence;
• Ernest Giles airborne magnetics outlines multiple additional
gold targets;
• Work on the Firetower project, the subject of a farm-in
agreement with Unity Mining, continues apace;
• Following a review of licences, reductions have been made to
the licence areas at Bromus, and Warrentinna. The Lackman
Rock licence has been disposed of.
• Robust nickel sulphide target defined at Bromus in southern
Western Australia, a project covering approximately 112
square kilometres where a review of detailed airborne
geophysics has defined a 4.5km long nickel sulphide
prospective ultramafic unit in the central parts of the
project area with coherent elevated surface geochemistry to
2,690ppm Ni. Recent field work has confirmed flow textured
ultramafic lithologies are present and no previous exploration
activities for nickel sulphides are apparent despite proximity
to other deposits. This represents a sizeable nickel sulphide
target at surface which can be explored with common
geochemical, electromagnetic and drilling techniques.
Future plans
930,000 oz leading to an operating cost of $507 per oz. Minera
• Drilling at Ernest Giles scheduled for Q4;
has an offer of finance from Macquarie Bank for $70m towards
construction of the mine and discussions with other
• A ground EM survey has been outlined for Bromus which is
providers continue.
scheduled to be carried out during Q4.
www.minera-irl.com
www.greatlandgold.com
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STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN GOLD EXPLORATION
INTERESTS
IN GOLD
EXPLORATION
We have endured another tough year! The Company has
investments in six gold explorers. With one exception only,
the closing share prices have declined during the past year by
as much as 80%. During this time, the gold price has mostly
been approximately $1,300 per oz but has recently traded
nearer to $1,200 and we have probably not yet seen the bottom
of the cycle.
Our interests are in the following six companies:
Ariana Resources plc
Goldcrest Resources plc
Greatland Gold plc
Comment
Despite the continuing gold price fluctuations, Ariana offers
interesting potential once planned cash flow materialises from
its Red Rabbit operations as is expected during the fourth
quarter 2014. Importantly, the cash generated will enable
Ariana to pursue its wider interests.
Against this background, surely a share price re-rating is due,
if not overdue!
What they are doing
• With earn-in contributions from Turkish construction
company Proccea towards its eventual 50% stake on
production start-up, Ariana’s interest in Red Rabbit, where it
has a resource of 450,000 oz Au, has been reduced. However,
production is expected to be at the rate of approximately
21,000 oz Au per annum for the first five years with a mine life
of eight years. The capital required having been raised, an
estimated cash cost of up to $611 with a payback of 2.4 years
is expected.
• In addition to Red Rabbit, Ariana has a JORC (Joint Ore
Reserves Committee) resource of 1,162,000 oz Au in the
Artvin province in north-east Turkey. This project is now
being advanced through a Joint Venture agreement with
Eldorado Gold Corporation (TSX:ELD, NYSE: EGO); Ariana
has a 49% interest in the project.
• Ariana also has a 3.7% interest in Tigris Resources with
exploration interests in the south-east of Turkey.
www.arianaresources.com
Goldcrest has had a challenging year. A year ago, all the
indications were that Goldcrest was expecting to be admitted
to AIM by the end of 2013 and to raise sufficient cash to
commence exploration at its two properties in north-east Ghana
over which it held purchase options. We continue to await a
news announcement with a full explanation.
Comment
In common with many other such companies, the share price
continues to be at little more than 1/8th of the AIM admission
price. Some progress towards realising value would doubtless
help a re-rating.
The Company website indicates that it is intending to take
advantage of its early-mover position to explore a highly
prospective portfolio of gold projects covering over 700km² on
the under-explored Bole-Nangodi gold belt of Ghana, Africa’s
2nd largest gold producer. Goldcrest’s aim is to build a focused
gold exploration company based around its two existing
projects, Zamsa and Fumbisi.
Background information
Greatland has been conducting early stage exploration for gold
since 2006 having been admitted to AIM that year. Having made
progress on two properties, Warrentinna and Lisle, Greatland
has entered into farm-in agreements with larger entities which
will earn an increasing percentage share of the projects in
exchange for expenditure incurred.
www.goldcrestresourcesplc.com
Minera IRL Limited
Minera’s activities are now focused on the flagship Ollachea
gold project, the company having announced the sale of its
interest in the Argentinian Don Nicholas for $11.5m.
Minera, listed on the AIM, Lima and Toronto TSX markets,
now focuses its activities entirely on Peru where it operates
the 100%-owned Corihuarmi gold mine, and is developing the
Ollachea underground mine while also exploring a number of
other gold prospects. Expected lower production, grades and
revenues from Corihuarmi have recently impacted on Minera’s
significant financing requirement for the Ollachea development.
The total capital cost of Ollachea is estimated at $220m, but the
scheduled production over an initial mine life of nine years is
930,000 oz leading to an operating cost of $507 per oz. Minera
has an offer of finance from Macquarie Bank for $70m towards
construction of the mine and discussions with other
providers continue.
Recent developments
• Several new targets identified at its Western Australian projects
including an exciting new ‘Nova’ style nickel sulphide licence;
• Ernest Giles airborne magnetics outlines multiple additional
gold targets;
• Work on the Firetower project, the subject of a farm-in
agreement with Unity Mining, continues apace;
• Following a review of licences, reductions have been made to
the licence areas at Bromus, and Warrentinna. The Lackman
Rock licence has been disposed of;
• Robust nickel sulphide target defined at Bromus in southern
Western Australia, a project covering approximately 112
square kilometres where a review of detailed airborne
geophysics has defined a 4.5km long nickel sulphide
prospective ultramafic unit in the central parts of the
project area with coherent elevated surface geochemistry to
2,690ppm Ni. Recent field work has confirmed flow textured
ultramafic lithologies are present and no previous exploration
activities for nickel sulphides are apparent despite proximity
to other deposits. This represents a sizeable nickel sulphide
target at surface which can be explored with common
geochemical, electromagnetic and drilling techniques.
Future plans
• Drilling at Ernest Giles scheduled for Q4;
• A ground EM survey has been outlined for Bromus which is
scheduled to be carried out during Q4.
www.minera-irl.com
www.greatlandgold.com
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STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN IRON ORE
KEFI Minerals plc
Red Rock Resources plc
Beowulf Mining plc
Comment
Background information
KEFI has all the appearance of a company on the move. The
share price is beginning to respond to recent news, especially
from Tula Kapi in Ethiopia.
Red Rock was launched on to AIM in mid-July 2005 by Regency
Mines, see below, with a portfolio of exploration licences of
properties in Western Australia.
Background information
What they are doing
In Saudi Arabia it has a 40% interest with a local construction
company, ARTAR, in a JV partnership which has enabled KEFI
to gain accelerated attention from the notoriously slow Saudi
licensing authorities in granting exploration licences; 30 have
been applied for of which four have been granted. A resource of
495,000 oz Au has been confirmed.
Red Rock is an early stage exploration company with a diverse
range of projects in Colombia, Greenland, Kenya and Ivory
Coast, as well as interests in Australia. These include:
• a 50% interest in a producing gold mine in Colombia,
although this is in the process of being sold;
Meanwhile, KEFI seized the opportunity to acquire the Tulu Kapi
project in Ethiopia formerly held by Nyota Minerals Limited.
This 100%-owned project has recently announced a reserve of
1.0m oz Au and a JORC compliant reserve totalling 1.9m oz Au.
The mining licence has been re-activated.
• a direct interest of 15% in tenements in Kenya prospective for
gold, with the prospect of a further 45% on completion of a
bankable feasibility study, plus a 33% interest in the holder
of the remaining interest; a JORC estimate shows a 1.193m
oz resource;
Future plans
Plans for a mine at Tula Kapi are taking shape to include
the assembly of a bank syndicate and agreement of plans
for project finance for as much as $130m with a view to
commencement of mine construction in early 2015. In Saudi
Arabia, application for a mining licence at Jibal Qutman is to
be made.
www.kefi-minerals.com
• newly acquired during 2014, an interest in tenements in the
Ivory Coast prospective for gold.
In addition to its interests in gold, Red Rock has other interests
as follows:
• a 60% interest in an iron ore project in Greenland with a JORC
resource; an offer for a partial sale has been received but did
not complete;
• an interest in Jupiter Mines Limited which has a major
interest in a South African manganese producer as well as
other assets in Western Australia; www.jupitermines.com
• an interest in ASX quoted Resource Star Limited which, whilst
retaining its mineral exploration interests in Australia and
Malawi, has announced an option to acquire an Australian
based cloud services provider, www.resourcestar.com.au
• a small interest in Regency Mines plc, see below.
held African and Iron Ore Group (AIOG), as well as from Chinese
www.rrrplc.com
INTERESTS IN
IRON ORE
Beowulf is the developer of natural resources projects in
Sweden, and is dual-listed on the AIM and the Stockholm
AktieTorget markets. During the past year, Beowulf has been
progressing its major fully-owned Kallak iron ore project whilst
also undertaking exploration drilling on its Ballek copper-gold
project in a joint venture partnership with Australian
Energy Ventures.
The Kallak North and South deposits were designated as an
area of National Interest by the Swedish Geological Society.
This was followed by an application for an Economic Concession
mining licence for Kallak North still under review. Meanwhile,
an exploration permit for Agasjiegge2, adjacent to Kallak, has
The latest assay results obtained from the current year’s
drilling campaign have returned the highest grades over the
longest intersections seen since Beowulf started exploration on
the Kallak ore-body.
Beowulf’s determination to achieve a full JORC assessment of
its Kallak resource by this year-end with the aim of establishing
its options for mine development, has advanced against a
background of weakening world iron ore prices, the market’s
unease caused by the collapse of the larger Swedish peer
group Northland Resources, its own drilling cost budget
overruns and of Sami reindeer herder and activist protests
delaying licensing applications.
Despite these frustrations, Beowulf continues to enjoy vital
local and governmental support in its aim to create new
employment opportunities and economic activity for Northern
Sweden, as well as being secure in the knowledge that the
superior quality of its resource and its proximity to its eventual
European steel-making clientele, must remain strongly to
its advantage. Sweden is the largest iron ore producer in the
EU with over 26 million tonnes produced in 2012 but Kallak’s
resource potential has been estimated at more than ten times
International Mining &
Infrastructure Corporation plc
been granted.
The African continent is known to be rich in iron ore resources
with the largest untapped iron ore bodies found in West and
Central Africa. Of three major iron ore clusters, one includes
Cameroon, Gabon and the Republic of Congo. It is in Cameroon
that IMIC has its interest having successfully bid £120 million
for Afferro Mining with its Nkout and Ntem projects being
the most advanced. This acquisition represents a significant
multiple of IMIC’s own capitalisation and met with initial
scepticism in the market.
The Nkout resource is seen to be a world class asset with 2.5
billion tonnes of indicated and inferred resource with a high
grade product of up to 70% Fe, while Cameroon is seen as one
of the West African countries with a more stable environment
for development.
IMIC’s success marks a significant extension of its original
objectives which were focused on providing infrastructure
solutions for West African iron ore development projects.
Comment
IMIC enjoys support from its strategic partner, the privately
this level, and with a likely 30 years of production.
interests in assuring access to supply sources for its future iron
Meanwhile Beowulf has an attractive range of other assets
ore requirements. With its Cameroon mining and infrastructure
including the Grundtrask gold project, the Majves iron oxide
project and with first production planned for three years hence
copper gold (IOCG) project and the Munka licence area in
now added to its Guinea infrastructure work, IMIC has become
northern Sweden, which covers approximately 800 hectares and
a major player in West Africa.
hosts Sweden’s largest drill-confirmed deposit of molybdenum.
www.imicplc.com
www.beowulfmining.com
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STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN IRON ORE
KEFI Minerals plc
Red Rock Resources plc
Beowulf Mining plc
INTERESTS IN
IRON ORE
Comment
Background information
KEFI has all the appearance of a company on the move. The
Red Rock was launched on to AIM in mid-July 2005 by Regency
share price is beginning to respond to recent news, especially
Mines, see below, with a portfolio of exploration licences of
from Tula Kapi in Ethiopia.
Background information
properties in Western Australia.
What they are doing
In Saudi Arabia it has a 40% interest with a local construction
Red Rock is an early stage exploration company with a diverse
company, ARTAR, in a JV partnership which has enabled KEFI
range of projects in Colombia, Greenland, Kenya and Ivory
to gain accelerated attention from the notoriously slow Saudi
Coast, as well as interests in Australia. These include:
licensing authorities in granting exploration licences; 30 have
been applied for of which four have been granted. A resource of
• a 50% interest in a producing gold mine in Colombia,
495,000 oz Au has been confirmed.
although this is in the process of being sold;
Meanwhile, KEFI seized the opportunity to acquire the Tulu Kapi
• a direct interest of 15% in tenements in Kenya prospective for
project in Ethiopia formerly held by Nyota Minerals Limited.
gold, with the prospect of a further 45% on completion of a
This 100%-owned project has recently announced a reserve of
bankable feasibility study, plus a 33% interest in the holder
1.0m oz Au and a JORC compliant reserve totalling 1.9m oz Au.
of the remaining interest; a JORC estimate shows a 1.193m
The mining licence has been re-activated.
oz resource;
Future plans
Plans for a mine at Tula Kapi are taking shape to include
the assembly of a bank syndicate and agreement of plans
for project finance for as much as $130m with a view to
commencement of mine construction in early 2015. In Saudi
Arabia, application for a mining licence at Jibal Qutman is to
be made.
www.kefi-minerals.com
• newly acquired during 2014, an interest in tenements in the
Ivory Coast prospective for gold.
In addition to its interests in gold, Red Rock has other interests
as follows:
• a 60% interest in an iron ore project in Greenland with a JORC
resource; an offer for a partial sale has been received but did
not complete;
• an interest in Jupiter Mines Limited which has a major
interest in a South African manganese producer as well as
other assets in Western Australia; www.jupitermines.com
• an interest in ASX quoted Resource Star Limited which, whilst
retaining its mineral exploration interests in Australia and
Malawi, has announced an option to acquire an Australian
based cloud services provider, www.resourcestar.com.au
• a small interest in Regency Mines plc, see below.
www.rrrplc.com
Beowulf is the developer of natural resources projects in
Sweden, and is dual-listed on the AIM and the Stockholm
AktieTorget markets. During the past year, Beowulf has been
progressing its major fully-owned Kallak iron ore project whilst
also undertaking exploration drilling on its Ballek copper-gold
project in a joint venture partnership with Australian
Energy Ventures.
The Kallak North and South deposits were designated as an
area of National Interest by the Swedish Geological Society.
This was followed by an application for an Economic Concession
mining licence for Kallak North still under review. Meanwhile,
an exploration permit for Agasjiegge2, adjacent to Kallak, has
been granted.
The latest assay results obtained from the current year’s
drilling campaign have returned the highest grades over the
longest intersections seen since Beowulf started exploration on
the Kallak ore-body.
Beowulf’s determination to achieve a full JORC assessment of
its Kallak resource by this year-end with the aim of establishing
its options for mine development, has advanced against a
background of weakening world iron ore prices, the market’s
unease caused by the collapse of the larger Swedish peer
group Northland Resources, its own drilling cost budget
overruns and of Sami reindeer herder and activist protests
delaying licensing applications.
Despite these frustrations, Beowulf continues to enjoy vital
local and governmental support in its aim to create new
employment opportunities and economic activity for Northern
Sweden, as well as being secure in the knowledge that the
superior quality of its resource and its proximity to its eventual
European steel-making clientele, must remain strongly to
its advantage. Sweden is the largest iron ore producer in the
EU with over 26 million tonnes produced in 2012 but Kallak’s
resource potential has been estimated at more than ten times
this level, and with a likely 30 years of production.
Meanwhile Beowulf has an attractive range of other assets
including the Grundtrask gold project, the Majves iron oxide
copper gold (IOCG) project and the Munka licence area in
northern Sweden, which covers approximately 800 hectares and
hosts Sweden’s largest drill-confirmed deposit of molybdenum.
International Mining &
Infrastructure Corporation plc
The African continent is known to be rich in iron ore resources
with the largest untapped iron ore bodies found in West and
Central Africa. Of three major iron ore clusters, one includes
Cameroon, Gabon and the Republic of Congo. It is in Cameroon
that IMIC has its interest having successfully bid £120 million
for Afferro Mining with its Nkout and Ntem projects being
the most advanced. This acquisition represents a significant
multiple of IMIC’s own capitalisation and met with initial
scepticism in the market.
The Nkout resource is seen to be a world class asset with 2.5
billion tonnes of indicated and inferred resource with a high
grade product of up to 70% Fe, while Cameroon is seen as one
of the West African countries with a more stable environment
for development.
IMIC’s success marks a significant extension of its original
objectives which were focused on providing infrastructure
solutions for West African iron ore development projects.
Comment
IMIC enjoys support from its strategic partner, the privately
held African and Iron Ore Group (AIOG), as well as from Chinese
interests in assuring access to supply sources for its future iron
ore requirements. With its Cameroon mining and infrastructure
project and with first production planned for three years hence
now added to its Guinea infrastructure work, IMIC has become
a major player in West Africa.
www.imicplc.com
www.beowulfmining.com
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STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN OIL & GAS
INTERESTS IN
OIL & GAS
What a change has come about in one year! It was two years
ago that we became one of the founding shareholders in Nordic
Energy plc which has since become a major constituent in the
Company portfolio. Our interests in the sector comprise stakes
in the following five companies:
Alba Mineral Resources plc
CAP Energy plc
Kuwait Energy plc
Alba is a UK-based exploration company with an overall
strategy to develop a portfolio of well-researched, promising
and prospective exploration interests but it has recently
changed its focus having taken a 5% stake in Horse Hill
Developments Limited, a company with a 65% interest in
drilling for oil and gas in Surrey at Horse Hill, just to the north
of Gatwick Airport www.horsehilldev.co.uk.
Horse Hill Developments has received full planning approvals
and landowner agreements to construct an exploratory well
site, to include plant, buildings and equipment, for the drilling
of one borehole and the subsequent short-term conventional
testing for hydrocarbons.
Drilling is currently being carried out with the first of three
expected signs of oil having been found.
Otherwise, Alba has projects prospective for:
• uranium in Mauretania;
Cap Energy plc is an independent upstream oil and gas company
The Company’s interest in Kuwait Energy arises from it having
focused on the exploration, production, and development of
been a major founding shareholder in Concorde Oil and Gas plc
conventional hydrocarbons in sub-Saharan Africa.
in 2006, which was subsequently taken over by Kuwait Energy.
After much delay, Kuwait Energy has announced an intention of
• The company has 30% interests in Block 1 and Block 5B
seeking a listing on the London Stock Exchange which, we are
offshore Guinea-Bissau and a 44.1% interest in Block Djiffere
advised, may come as soon as fourth quarter 2014.
• The company’s strategy is to acquire under-explored,
Africa (MENA) region where it has significant participation
but highly prospective, exploration acreage in the sub-
interests ranging from 15% to 100% across its 55 exploration,
Kuwait Energy operates in the Middle East and North
offshore Senegal;
Saharan region;
• During the 6 months to June 2014, CAP Energy has invested
over $3 million (£1.9 million) in exploration;
development and producing leases, providing a balance of risk
diversification with significant upside exploration potential.
Kuwait Energy currently operates 30 of these 55 leases.
Kuwait Energy recently announced a 12.6% year on year
• 3700 Km 2D survey of Senegal Block Djiffere were completed
revenue increase.
with the interpretation due H2 2014;
• Adjacent blocks operated by Cairn Energy currently being
drilled: first results due imminently;
Until Kuwait Energy obtains a quotation, the cost remains fully
provided for and so is carried in the Company’s books at Zero.
• gold, nickel and base metals in western Ireland; work on its
JV agreement with Teck Resources has been financed by Teck
towards its ultimate 75% interest by mid-2015.
• Guinea Bissau 2D survey with Virtual Drilling analysis reveals
significant leads in Block 5B;
www.kec.com
• 3D survey of Guinea Bissau Block 5B: preparations
www.albamineralresources.com
being finalised;
• A move to AIM is planned.
www.capenergy.co.uk
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STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN OIL & GAS
INTERESTS IN
OIL & GAS
What a change has come about in one year! It was two years
ago that we became one of the founding shareholders in Nordic
Energy plc which has since become a major constituent in the
Company portfolio. Our interests in the sector comprise stakes
in the following five companies:
Alba Mineral Resources plc
CAP Energy plc
Kuwait Energy plc
Cap Energy plc is an independent upstream oil and gas company
focused on the exploration, production, and development of
conventional hydrocarbons in sub-Saharan Africa.
• The company has 30% interests in Block 1 and Block 5B
offshore Guinea-Bissau and a 44.1% interest in Block Djiffere
offshore Senegal;
• The company’s strategy is to acquire under-explored,
but highly prospective, exploration acreage in the sub-
Saharan region;
• During the 6 months to June 2014, CAP Energy has invested
over $3 million (£1.9 million) in exploration;
• 3700 Km 2D survey of Senegal Block Djiffere were completed
with the interpretation due H2 2014;
• Adjacent blocks operated by Cairn Energy currently being
drilled: first results due imminently;
The Company’s interest in Kuwait Energy arises from it having
been a major founding shareholder in Concorde Oil and Gas plc
in 2006, which was subsequently taken over by Kuwait Energy.
After much delay, Kuwait Energy has announced an intention of
seeking a listing on the London Stock Exchange which, we are
advised, may come as soon as fourth quarter 2014.
Kuwait Energy operates in the Middle East and North
Africa (MENA) region where it has significant participation
interests ranging from 15% to 100% across its 55 exploration,
development and producing leases, providing a balance of risk
diversification with significant upside exploration potential.
Kuwait Energy currently operates 30 of these 55 leases.
Kuwait Energy recently announced a 12.6% year on year
revenue increase.
Until Kuwait Energy obtains a quotation, the cost remains fully
provided for and so is carried in the Company’s books at Zero.
• gold, nickel and base metals in western Ireland; work on its
JV agreement with Teck Resources has been financed by Teck
towards its ultimate 75% interest by mid-2015. .
• Guinea Bissau 2D survey with Virtual Drilling analysis reveals
significant leads in Block 5B;
www.kec.com
• 3D survey of Guinea Bissau Block 5B: preparations
being finalised;
• A move to AIM is planned.
www.capenergy.co.uk
Alba is a UK-based exploration company with an overall
strategy to develop a portfolio of well-researched, promising
and prospective exploration interests but it has recently
changed its focus having taken a 5% stake in Horse Hill
Developments Limited, a company with a 65% interest in
drilling for oil and gas in Surrey at Horse Hill, just to the north
of Gatwick Airport www.horsehilldev.co.uk.
Horse Hill Developments has received full planning approvals
and landowner agreements to construct an exploratory well
site, to include plant, buildings and equipment, for the drilling
of one borehole and the subsequent short-term conventional
testing for hydrocarbons.
Drilling is currently being carried out with the first of three
expected signs of oil having been found.
Otherwise, Alba has projects prospective for:
• uranium in Mauretania;
www.albamineralresources.com
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STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN OIL & GAS
STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN COAL MINING & POWER GENERATION
Nordic Energy plc
Regency Mines plc
Oracle Coalfields plc
INTERESTS IN
COAL MINING
& POWER
GENERATION
Comment
A year ago, we wrote: “The Directors of the Company all have
significant experience in the oil and gas sector, specifically
in the Nordic region and believe that significant opportunities
exist and that their expertise and extensive contacts will assist
them in the identification, evaluation and funding of appropriate
investment opportunities.” And so it has proved to be if the
share price is anything to go by!
Regency has varied interests in mineral exploration ventures
but we include a comment here in view of its stakes in the
following oil and gas exploration ventures:
• A direct stake in the Horse Hill oil and gas project;
www.horsehilldev.co.uk, see the comment under Alba above;
• An indirect stake in Horse Hill by virtue of its interest in Alba
Mineral Resources plc, see above;
Nordic was formed in 2012 and admitted to trading on ISDX in
November of that year; Starvest contributed core funding for an
initial 42% stake.
• A newly acquired 25% interest in a West Virginia shallow oil
project located in Ritchie WV, with drilling due to commence
Q4 2014.
What they are doing
Background information
Regency came to AIM in 2005 with a portfolio of exploration
properties in Australia since when it transferred some to Red
Rock Resources plc, see above, and continued to deal with
others as well as take stakes in other mineral exploration
ventures, hence these oil ventures. We provide further
comment on Regency in the other investments section below.
www.regency-mines.com
Nordic is focussed on oil and gas opportunities in Denmark,
Norway, and the North Sea sectors of the Netherlands and
the UK where it holds licence 1/13 in the Danish sector, the
largest exploration and production licence in the Danish North
Sea, covering an area of 3,600 sq. km; the licence is located
approximately 50 km from the edge of the Central Graben, where
existing production and multiple discoveries are located, and
100 km from the Siri Area which has a number of tertiary fields.
A CPR which was delivered in June 2014 identified multiple
drilling targets to be followed by farm-out discussions with
major players.
Future plans
Nordic plans to apply for new licences, is in the process of
strengthening its Board and technical team as well as making a
move to AIM which is in prospect for Q4 2014.
www.nordicenergyplc.com
Background information
Six years ago the Company was attracted by the exciting
opportunity of entering a fledgling market seeking to develop
a newly discovered major coal resource and which offered the
potential of resolving a critical shortage of indigenous energy
that was seriously restricting the economic development of
the host country, Pakistan. This led to the creation of, and our
investment in Oracle Coalfields. However Pakistan’s inherent
political and economic risks tended to undermine investor
confidence in supporting the longer-term major development
needs of the project which were having to be met by periodic
recourse to the equity market.
Meanwhile, Management’s determination to realise its Block VI
1.4 billion tonne Thar Coalfields lignite mine project had been
noticed and appreciated by the Chinese who were embarking on
a major investment exercise in wide areas of Pakistan’s national
infrastructure. The 4.2 million tonnes per annum coal mine
project was soon enhanced by adding a planned integrated
600MW power plant adjacent to the mine, resulting in a likely
total realisation cost of some US$1.3 billion: Engineering
Procurement and Construction (EPC) Framework Agreements
have been signed with SEPCO, a leading Chinese power and
construction group, for the combined projects. SEPCO has
proposed a financing structure to potentially securitise up to
85% of these contracts which would be financed by State-owned
Sinosure, the China Export & Credit Insurance Corporation, and
certain Chinese banks.
Comment
While the Chinese involvement has materially de-risked the
project, this has undoubtedly also ensured and accelerated its
realisation, a fact well recognised by the Pakistani authorities
who have been facing increasing unrest among the population
over the lengthy disruptions caused by regular electricity power
cuts. Oracle’s local standing has meanwhile reached levels far
beyond those normally attributed to a junior AIM stock.
Future plans
The path to project completion remains long and complex with
the initial production not expected before 2017.
www.oraclecoalfields.com
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STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN OIL & GAS
STRATEGIC REPORT | PORTFOLIO REVIEW | INTERESTS IN COAL MINING & POWER GENERATION
INTERESTS IN
COAL MINING
& POWER
GENERATION
Nordic Energy plc
Regency Mines plc
Comment
A year ago, we wrote: “The Directors of the Company all have
significant experience in the oil and gas sector, specifically
in the Nordic region and believe that significant opportunities
exist and that their expertise and extensive contacts will assist
them in the identification, evaluation and funding of appropriate
investment opportunities.” And so it has proved to be if the
share price is anything to go by!
Regency has varied interests in mineral exploration ventures
but we include a comment here in view of its stakes in the
following oil and gas exploration ventures:
• A direct stake in the Horse Hill oil and gas project;
www.horsehilldev.co.uk, see the comment under Alba above;
• An indirect stake in Horse Hill by virtue of its interest in Alba
Mineral Resources plc, see above;
Nordic was formed in 2012 and admitted to trading on ISDX in
November of that year; Starvest contributed core funding for an
• A newly acquired 25% interest in a West Virginia shallow oil
project located in Ritchie WV, with drilling due to commence
Q4 2014.
Background information
Regency came to AIM in 2005 with a portfolio of exploration
properties in Australia since when it transferred some to Red
Rock Resources plc, see above, and continued to deal with
others as well as take stakes in other mineral exploration
ventures, hence these oil ventures. We provide further
comment on Regency in the other investments section below.
www.regency-mines.com
initial 42% stake.
What they are doing
Nordic is focussed on oil and gas opportunities in Denmark,
Norway, and the North Sea sectors of the Netherlands and
the UK where it holds licence 1/13 in the Danish sector, the
largest exploration and production licence in the Danish North
Sea, covering an area of 3,600 sq. km; the licence is located
approximately 50 km from the edge of the Central Graben, where
existing production and multiple discoveries are located, and
100 km from the Siri Area which has a number of tertiary fields.
A CPR which was delivered in June 2014 identified multiple
drilling targets to be followed by farm-out discussions with
major players.
Future plans
Nordic plans to apply for new licences, is in the process of
strengthening its Board and technical team as well as making a
move to AIM which is in prospect for Q4 2014.
www.nordicenergyplc.com
Oracle Coalfields plc
Background information
Six years ago the Company was attracted by the exciting
opportunity of entering a fledgling market seeking to develop
a newly discovered major coal resource and which offered the
potential of resolving a critical shortage of indigenous energy
that was seriously restricting the economic development of
the host country, Pakistan. This led to the creation of, and our
investment in Oracle Coalfields. However Pakistan’s inherent
political and economic risks tended to undermine investor
confidence in supporting the longer-term major development
needs of the project which were having to be met by periodic
recourse to the equity market.
Meanwhile, Management’s determination to realise its Block VI
1.4 billion tonne Thar Coalfields lignite mine project had been
noticed and appreciated by the Chinese who were embarking on
a major investment exercise in wide areas of Pakistan’s national
infrastructure. The 4.2 million tonnes per annum coal mine
project was soon enhanced by adding a planned integrated
600MW power plant adjacent to the mine, resulting in a likely
total realisation cost of some US$1.3 billion: Engineering
Procurement and Construction (EPC) Framework Agreements
have been signed with SEPCO, a leading Chinese power and
construction group, for the combined projects. SEPCO has
proposed a financing structure to potentially securitise up to
85% of these contracts which would be financed by State-owned
Sinosure, the China Export & Credit Insurance Corporation, and
certain Chinese banks.
Comment
While the Chinese involvement has materially de-risked the
project, this has undoubtedly also ensured and accelerated its
realisation, a fact well recognised by the Pakistani authorities
who have been facing increasing unrest among the population
over the lengthy disruptions caused by regular electricity power
cuts. Oracle’s local standing has meanwhile reached levels far
beyond those normally attributed to a junior AIM stock.
Future plans
The path to project completion remains long and complex with
the initial production not expected before 2017.
www.oraclecoalfields.com
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STRATEGIC REPORT | PORTFOLIO REVIEW | OTHER INVESTMENTS
STRATEGIC REPORT | PORTFOLIO REVIEW | OTHER INVESTMENTS
OTHER
INVESTMENTS
The first two companies in this section are best
described as ‘diversified mineral exploration and
development specialists’.
Regency Mines plc
Sunrise Resources plc
Marechale Capital plc
Background information
Sunrise was admitted to AIM in 2005 initially with a portfolio of
diamond exploration assets from Tertiary Minerals plc. Tertiary
remains a major shareholder.
The company’s strategy is to acquire, explore and develop
mineral projects in stable, democratic and mining friendly
jurisdictions - targeting advanced projects which have the
potential to generate a sustaining cash flow as well as near-
drill stage projects where there is potential for significant
mineral discovery. The barite project and the diamond project
are respectively examples of this two-pronged strategy with
a focus on countries that have low levels of corruption and
political risk.
The company’s objective is to develop profitable mining
operations to sustain the Company’s wider exploration efforts
and create value for shareholders through the discovery of
world-class deposits.
Sunrise is exploring for
• diamonds in Western Australia;
• gold in Western Australia where it has two projects, and has
an active project programme to generate new exploration
projects in Australia and Nevada, USA, where it has recently
staked claims over the Strike Copper Project, the County
Line Diatomite Project and the Garfield Gold-Silver-Copper
Project and has now acquired an interest in the Bay State
Silver Project.
Through the cost sharing arrangement with Tertiary, Sunrise
has the services of their five full time employees who also
oversee a range of carefully selected and experienced
consultants and contractors as and when work requires.
www.sunriseresourcesplc.com
Unlike the Company’s other investments, Marechale is not
involved in the mineral exploration business but an interest was
acquired some years ago when it was an adviser to companies
quoted on what became PLUS Markets and more recently,
ISDX. Today it describes itself as an investment banking and
corporate finance business, using its established relationships
and sector specialisation to raise capital and refinance high
growth companies and funds in the retail, leisure, renewable
energy and infrastructure sectors.
www.marechalecapital.com
The Company also holds investments in the following
companies to which little value is attributed: Agricola
Resources plc; Alpha Universal Management plc; Carpathian
Resources Limited; Equity Investors plc; Equity Resources plc;
Fundy Minerals Limited; Gippsland Limited; Goliath Resources
Inc.; Kincora Copper Limited and Treslow Limited. Equity
Resources plc, a small investment company, holds investments
in Regency Mines plc and Red Rock Resources plc, see above.
Guild Acquisitions plc
• barites in South West Ireland; there is no major mine supplier
Resources plc.
outside of China;
Guild does not maintain a website. ISDX ticker: GACQ
Guild has a mixture of assets including stakes in Starvest
investee companies Goldcrest Resources plc and Equity
“We add value to our assets by joint venture, acquisition and
disposal of mineral resource interests in addition to being an
active investor in the mineral resources corporate market.”,
a quote from the Regency website.
Comment
The significance of the Mambare nickel project in Papua New
Guinea with the associated technological breakthrough by Direct
Nickel should not be overlooked. But in the short term, the
striking of oil at Horse Hill (www.horsehilldev.co.uk) is expected
to provide some immediate relief to the share price which has
suffered over the past year so that Regency has had no option
but to raise the cash required, at very low prices, to pursue its
operations. We hope that Regency has turned the corner!
Regency has a variety of interests including:
• 10.29% of Red Rock Resources plc: www.rrrplc.com see
Gold Exploration page 8, which it floated on AIM in 2005;
• Having put its Fraser Range tenements in Western Australia
into an Australian listed company, RAM Resources Limited,
(ASX:RMR), Regency now holds 7.28%; in addition Regency
has a 13.5% carried interest in the Fraser West project as a
whole: www.ramresources.co.au;
• 6.78% interest in Direct Nickel Limited, an Australian
developer of a game changing nickel processing technology,
www.directnickel.com;
• 9.39% interest in Alba Mineral Resources plc, see Oil & Gas
above: www.albamineralresources.com;
• With the support of the Sudanese government, a 51% interest
in IMRAS exploring for agro-minerals in Sudan;
• 5% interest in Horse Hill Developments Limited:
www.horsehilldev.co.uk, more fully described in the Oil and
Gas section of this report;
• 50% of Oro Nickel Vanuatu, which itself holds the Mambare
property in Papua New Guinea with a JORC resource of 162.6
mt nickel grading 0.94% with 1.53 Mt of contained nickel plus
cobalt, from 3% only of the tenement; there is also potential
for base metals, gold and geothermal resources. Work on the
project was first begun in 1960 since when Anaconda Nickel
Inc held the licence until acquired by Regency in 2006. The
potential is massive given that only 3% of the target plateau
has been drill tested to date; it could be the world’s largest
nickel laterite deposit.
www.regency-mines.com
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STRATEGIC REPORT | PORTFOLIO REVIEW | OTHER INVESTMENTS
STRATEGIC REPORT | PORTFOLIO REVIEW | OTHER INVESTMENTS
OTHER
INVESTMENTS
The first two companies in this section are best
described as ‘diversified mineral exploration and
development specialists’.
Regency Mines plc
Sunrise Resources plc
Marechale Capital plc
Background information
Sunrise was admitted to AIM in 2005 initially with a portfolio of
diamond exploration assets from Tertiary Minerals plc. Tertiary
remains a major shareholder.
The company’s strategy is to acquire, explore and develop
mineral projects in stable, democratic and mining friendly
jurisdictions - targeting advanced projects which have the
potential to generate a sustaining cash flow as well as near-
drill stage projects where there is potential for significant
mineral discovery. The barite project and the diamond project
are respectively examples of this two-pronged strategy with
a focus on countries that have low levels of corruption and
political risk.
The company’s objective is to develop profitable mining
operations to sustain the Company’s wider exploration efforts
and create value for shareholders through the discovery of
world-class deposits.
Sunrise is exploring for
• diamonds in Western Australia;
• barites in South West Ireland; there is no major mine supplier
outside of China;
• gold in Western Australia where it has two projects, and has
an active project programme to generate new exploration
projects in Australia and Nevada, USA, where it has recently
staked claims over the Strike Copper Project, the County
Line Diatomite Project and the Garfield Gold-Silver-Copper
Project and has now acquired an interest in the Bay State
Silver Project.
Through the cost sharing arrangement with Tertiary, Sunrise
has the services of their five full time employees who also
oversee a range of carefully selected and experienced
consultants and contractors as and when work requires.
www.sunriseresourcesplc.com
Unlike the Company’s other investments, Marechale is not
involved in the mineral exploration business but an interest was
acquired some years ago when it was an adviser to companies
quoted on what became PLUS Markets and more recently,
ISDX. Today it describes itself as an investment banking and
corporate finance business, using its established relationships
and sector specialisation to raise capital and refinance high
growth companies and funds in the retail, leisure, renewable
energy and infrastructure sectors.
www.marechalecapital.com
Guild Acquisitions plc
Guild has a mixture of assets including stakes in Starvest
investee companies Goldcrest Resources plc and Equity
Resources plc.
Guild does not maintain a website. ISDX ticker: GACQ
The Company also holds investments in the following
companies to which little value is attributed: Agricola
Resources plc; Alpha Universal Management plc; Carpathian
Resources Limited; Equity Investors plc; Equity Resources plc;
Fundy Minerals Limited; Gippsland Limited; Goliath Resources
Inc.; Kincora Copper Limited and Treslow Limited. Equity
Resources plc, a small investment company, holds investments
in Regency Mines plc and Red Rock Resources plc, see above.
“We add value to our assets by joint venture, acquisition and
disposal of mineral resource interests in addition to being an
active investor in the mineral resources corporate market.”,
a quote from the Regency website.
Comment
The significance of the Mambare nickel project in Papua New
Guinea with the associated technological breakthrough by Direct
Nickel should not be overlooked. But in the short term, the
striking of oil at Horse Hill (www.horsehilldev.co.uk) is expected
to provide some immediate relief to the share price which has
suffered over the past year so that Regency has had no option
but to raise the cash required, at very low prices, to pursue its
operations. We hope that Regency has turned the corner!
Regency has a variety of interests including:
• 10.29% of Red Rock Resources plc: www.rrrplc.com see
Gold Exploration page 8, which it floated on AIM in 2005;
• Having put its Fraser Range tenements in Western Australia
into an Australian listed company, RAM Resources Limited,
(ASX:RMR), Regency now holds 7.28%; in addition Regency
has a 13.5% carried interest in the Fraser West project as a
whole: www.ramresources.co.au;
• 6.78% interest in Direct Nickel Limited, an Australian
developer of a game changing nickel processing technology,
www.directnickel.com;
• 9.39% interest in Alba Mineral Resources plc, see Oil & Gas
above: www.albamineralresources.com;
• With the support of the Sudanese government, a 51% interest
in IMRAS exploring for agro-minerals in Sudan;
• 5% interest in Horse Hill Developments Limited:
www.horsehilldev.co.uk, more fully described in the Oil and
Gas section of this report;
• 50% of Oro Nickel Vanuatu, which itself holds the Mambare
property in Papua New Guinea with a JORC resource of 162.6
mt nickel grading 0.94% with 1.53 Mt of contained nickel plus
cobalt, from 3% only of the tenement; there is also potential
for base metals, gold and geothermal resources. Work on the
project was first begun in 1960 since when Anaconda Nickel
Inc held the licence until acquired by Regency in 2006. The
potential is massive given that only 3% of the target plateau
has been drill tested to date; it could be the world’s largest
nickel laterite deposit.
www.regency-mines.com
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CORPORATE GOVERNANCE | COMPANY INFORMATION & BOARD OF DIRECTORS
CORPORATE GOVERNANCE | STRATEGIC REPORT
COMPANY
INFORMATION
Directors
R Bruce Rowan - Chairman & Chief Executive
Anthony C R Scutt - Non Executive Director
John Watkins, FCA - Finance Director
Secretary and registered office
John Watkins, FCA
55 Gower Street, London, WC1E 6HQ
Business address
67 Park Road, Woking, Surrey, GU22 7DH
email@starvest.co.uk
Tel: 01483 771992
Fax: 01483 772087
Registered Number
3981468
Auditor
Grant Thornton UK LLP Chartered Accountants
and Statutory Auditor
1020 Eskdale Road, Winnersh, Wokingham,
Berkshire, RG41 5TS
Solicitors
Ronaldsons LLP
55 Gower Street, London, WC1E 6HQ
Nominated adviser
Grant Thornton UK LLP
30 Finsbury Square, London, EC2P 2YU
Bankers
Allied Irish Bank (GB)
10 Berkeley Square, London, W1J 6AA
Clydesdale Bank plc
2 Bishops Wharf, Walnut Tree Close, Guildford,
Surrey, GU1 4UP
Broker
S I Capital Limited
1 High Street, Godalming, Surrey, GU7 1AZ
Registrars
Share Registrars Limited
First Floor, Suite E, 9 Lion & Lamb Yard, Farnham,
Surrey, GU9 7LL
Tel: 01252 821390
Listing
AIM Market of the London Stock
Exchange (AIM)
Ticker: SVE
Website
Register for email alerts at
www.starvest.co.uk – updated regularly
to provide information as it is released to
the market.
BOARD OF
DIRECTORS
STRATEGIC
REPORT
Principal activities and business review
Key risks and uncertainties
Since Bruce Rowan was appointed Chief Executive on 31
January 2002, the Company’s principal trading activity has
been the use of his expertise to identify and, where appropriate,
support small company new issues, pre IPO and on-going
fundraising opportunities with a view to realising profit from
disposals as the businesses mature in the medium term. The
directors expect this to continue in the future.
The Company’s investing policy is stated on page 3.
The Company’s key performance indicators and developments
during the year are given in the Chairman’s statement and
in the trading portfolio review, all of which form part of the
Directors’ report.
This business carries with it a high level of risk and uncertainty,
although the rewards can be outstanding. The risk arises
from the very nature of early stage mineral exploration where
there can be no certainty of outcome. In addition, often there
is a lack of liquidity in the Company’s trading portfolio, most of
which is, or in the case of pre IPO commitments is expected to
be, quoted on AIM or ISDX, such that the Company may have
difficulty in realising the full value in a forced sale. Accordingly,
a commitment is only made after thorough research into both
the management and the business of the target, both of which
are closely monitored thereafter. Furthermore, the Company
limits the amount of each commitment, both as to the absolute
amount and percentage of the target company.
By order of the Board
John Watkins
30 October 2014
Finance Director and Company Secretary
Company registration number: 3981468
R Bruce Rowan
Chairman and
Chief Executive
Bruce Rowan, who has
managed the Company’s
operations since January 2002,
is well known in London as
an investor in small mineral
exploration start-up ventures.
In addition to his chairmanship
of the Company, he is chairman
of AIM quoted Tiger Resource
Finance plc, of Australian ASX
quoted Sunvest Corporation
Limited and is an executive
director of ISDX quoted Gledhow
Investments plc.
Anthony C R Scutt
Non-executive Director
Tony is an experienced private
investor and investment analyst
as well as a director of investee
companies Agricola Resources
plc, and Oracle Coalfields plc.
John Watkins, FCA
Finance Director and
Company Secretary
John is a chartered accountant
in practice and a non-executive
director of other companies
including AIM quoted investee
companies Greatland Gold plc,
Red Rock Resources plc and
Regency Mines plc and chairman
of both Equity Resources plc and
Goldcrest Resources plc.
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CORPORATE GOVERNANCE | COMPANY INFORMATION & BOARD OF DIRECTORS
CORPORATE GOVERNANCE | STRATEGIC REPORT
BOARD OF
DIRECTORS
STRATEGIC
REPORT
Principal activities and business review
Key risks and uncertainties
Since Bruce Rowan was appointed Chief Executive on 31
January 2002, the Company’s principal trading activity has
been the use of his expertise to identify and, where appropriate,
support small company new issues, pre IPO and on-going
fundraising opportunities with a view to realising profit from
disposals as the businesses mature in the medium term. The
directors expect this to continue in the future.
The Company’s investing policy is stated on page 3.
The Company’s key performance indicators and developments
during the year are given in the Chairman’s statement and
in the trading portfolio review, all of which form part of the
Directors’ report.
This business carries with it a high level of risk and uncertainty,
although the rewards can be outstanding. The risk arises
from the very nature of early stage mineral exploration where
there can be no certainty of outcome. In addition, often there
is a lack of liquidity in the Company’s trading portfolio, most of
which is, or in the case of pre IPO commitments is expected to
be, quoted on AIM or ISDX, such that the Company may have
difficulty in realising the full value in a forced sale. Accordingly,
a commitment is only made after thorough research into both
the management and the business of the target, both of which
are closely monitored thereafter. Furthermore, the Company
limits the amount of each commitment, both as to the absolute
amount and percentage of the target company.
By order of the Board
John Watkins
Finance Director and Company Secretary
30 October 2014
Company registration number: 3981468
COMPANY
INFORMATION
Directors
R Bruce Rowan - Chairman & Chief Executive
Anthony C R Scutt - Non Executive Director
John Watkins, FCA - Finance Director
Secretary and registered office
John Watkins, FCA
55 Gower Street, London, WC1E 6HQ
Business address
67 Park Road, Woking, Surrey, GU22 7DH
email@starvest.co.uk
Tel: 01483 771992
Fax: 01483 772087
Registered Number
3981468
Auditor
Berkshire, RG41 5TS
Solicitors
Ronaldsons LLP
Grant Thornton UK LLP Chartered Accountants
and Statutory Auditor
1020 Eskdale Road, Winnersh, Wokingham,
55 Gower Street, London, WC1E 6HQ
Nominated adviser
Grant Thornton UK LLP
30 Finsbury Square, London, EC2P 2YU
Bankers
Allied Irish Bank (GB)
10 Berkeley Square, London, W1J 6AA
Clydesdale Bank plc
2 Bishops Wharf, Walnut Tree Close, Guildford,
1 High Street, Godalming, Surrey, GU7 1AZ
Registrars
Share Registrars Limited
First Floor, Suite E, 9 Lion & Lamb Yard, Farnham,
Surrey, GU1 4UP
Broker
S I Capital Limited
Surrey, GU9 7LL
Tel: 01252 821390
Listing
Exchange (AIM)
Ticker: SVE
Website
AIM Market of the London Stock
Register for email alerts at
www.starvest.co.uk – updated regularly
to provide information as it is released to
the market.
R Bruce Rowan
Chairman and
Chief Executive
Bruce Rowan, who has
managed the Company’s
operations since January 2002,
is well known in London as
an investor in small mineral
exploration start-up ventures.
In addition to his chairmanship
of the Company, he is chairman
of AIM quoted Tiger Resource
Finance plc, of Australian ASX
quoted Sunvest Corporation
Limited and is an executive
director of ISDX quoted Gledhow
Investments plc.
Anthony C R Scutt
Non-executive Director
Tony is an experienced private
investor and investment analyst
as well as a director of investee
companies Agricola Resources
plc, and Oracle Coalfields plc.
John Watkins, FCA
Finance Director and
Company Secretary
John is a chartered accountant
in practice and a non-executive
director of other companies
including AIM quoted investee
companies Greatland Gold plc,
Red Rock Resources plc and
Regency Mines plc and chairman
of both Equity Resources plc and
Goldcrest Resources plc.
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CORPORATE GOVERNANCE | DIRECTORS’ REPORT
CORPORATE GOVERNANCE | DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Directors present their fourteenth annual report on the
affairs of the Company, together with the financial statements
for the year ended 30 September 2014.
Results and dividends
The Company’s results are set out in the profit and loss account
on page 22. The audited financial statements for the year ended
30 September 2014 are set out on pages 22 to 33.
The Directors cannot recommend the payment of a dividend for
the year (2013: £nil).
Directors
The Directors who served during the year are as follows:
R Bruce Rowan
Anthony C R Scutt
John Watkins
Substantial shareholdings
At the close of business on 30 September 2014, the following
were registered as being interested in 3% or more of the
Company’s ordinary share capital:
Ordinary shares
of £0.01 each
Percentage
of issued
share capital
Ronald Bruce Rowan
10,170,000
27.40%
Charitable and political donations
Going concern
Trade investments
During the year there were no charitable or political
contributions (2013: £nil)
Payment of suppliers
The Company’s policy is to settle terms of payment with suppliers
when agreeing terms of business, to ensure that suppliers are
aware of the terms of payment and to abide by them. It is usual
for suppliers to be paid within 14 days of receipt of invoice. At 30
September 2014, the Company’s trade creditors were equal to
costs incurred in 46 days (2013: 66 days).
Post balance sheet events
There are no reportable post balance sheet events.
Transition to FRS102
The Directors understand that the requirement to prepare
financial statements in accordance with FRS 102 will be
effective for the year ended 30 September 2016. The first
financial statements for this year will include comparatives
for the year ended 30 September 2015 being re-stated in
accordance with FRS 102 and a reconciliation between the old
and new GAAP will be provided in the notes.
Auditor
A resolution to reappoint Grant Thornton UK LLP as auditor for
the coming year will be proposed at the forthcoming AGM in
accordance with section 489 Companies Act 2006.
Barclayshare
Nominees Limited
4,437,428
11.96%
Remuneration
LR Nominees Limited
1,624,249
Hargreaves Lansdown
Nominees Limited
TD Direct Investing
Nominees Limited
2,159,302
4.38%
5.82%
The remuneration of the Directors has been fixed by the Board
as a whole. The Board seeks to provide appropriate reward for
the skill and time commitment required so as to retain the right
calibre of director without paying more than is necessary.
The Company sets the level of capital in proportion to risk.
The Company manages the capital structure and makes
adjustments to it in the light of changes in economic conditions
and the risk characteristics of the underlying assets.
Fair values
Except where shown above, the fair values of the Company’s
financial instruments are considered equal to the book value.
1,339,204
3.61%
Details of Directors’ fees and of payments made for professional
services rendered are set out in Note 5 to the financial statements.
Control procedures
Mrs Diane Mary Watkins
1,200,000
3.23%
Management incentives
Other than options issued in accordance with the 2005
share option schemes as set out in Note 12 to the financial
statements, the Company has no share purchase, share option
or other management incentive scheme.
As required by legislation, the Company has introduced a
stakeholders’ pension plan for the benefit of any future employees.
Share capital
In accordance with the authority to purchase up to 5,850,000
Ordinary shares renewed at the 2013 annual general meeting,
the Company holds 2,300,000 of its own Ordinary shares in
treasury bought in previous years. These purchases were
made to enhance the underlying net asset value per share
given the substantial discount at which shares were traded at
the time. The Directors will place a further resolution before
Shareholders at the forthcoming annual general meeting so as
to give themselves the opportunity to make further purchases
should circumstances be favourable.
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The Company’s day to day financing is from its available cash
Trade investments are stated at cost less any provision for
resources or via a bank overdraft and, on occasion, by the use of
impairment. The difference between fair and book value is
short term loans. The Company’s formal overdraft facility was
set out in Note 8. The Board meets quarterly to consider
last confirmed by the bank in early 2014.
investment strategy in respect of the Company’s portfolio.
Whilst the Directors fully expect a sufficient overdraft facility to
Interest rate risk
remain in place for the foreseeable future, they are confident
that adequate funding can be raised as required to meet the
Company’s current and future liabilities without resorting to this
facility. In the very unlikely event that such finance could not be
raised, the Directors could raise sufficient funds by disposal of
certain of its current asset trade investments, although such a
‘forced’ sale is to be avoided if at all possible.
For the reasons outlined above, the Directors are satisfied
that the Company will be able to meet its current and future
liabilities, and continue trading, for the foreseeable future and,
in any event, for a period of not less than twelve months from
the date of approving the financial statements. The preparation
of the financial statements on a going concern basis is therefore
considered to remain appropriate.
Management of capital
The Company’s objectives when managing capital are:
The Company finances its operations through retained profits
and new investment funds raised. The Board utilises short term
floating rate interest bearing accounts to ensure adequate working
capital is available whilst maximising returns on deposits.
Liquidity risk
The Company seeks to manage financial risk, to ensure sufficient
liquidity is available to meet foreseeable needs and to invest
cash assets safely and profitably. More information about the
company’s liquidity risk, and the management of that risk, is
given under ‘going concern’ in note 1 to the financial statements.
Borrowing facilities
As at 30 September 2014, the Company had an overdraft facility
of £250,000 arranged with its bankers (2013: £250,000) secured
on certain investments with a market value at 30 September
2014 of £1.11m. The overdraft facility is renewable annually with
the next review due in March 2015.
• to safeguard its ability to continue as a going concern, so
that it can continue to provide returns for shareholders and
benefits for other stakeholders, and
Currency risk
• to provide an adequate return to shareholders by trading its
current asset investments.
The Company trades substantially within the United Kingdom
and all transactions are denominated in Sterling. Consequently,
the Company is not significantly exposed to currency risk.
The Board has approved financial budgets and cash forecasts;
in addition, it has implemented procedures to ensure
compliance with accounting standards and effective reporting.
Management do not consider price or credit risk to be material
Price and credit risk
to the Company.
By order of the Board
Financial instruments
The Company uses financial instruments, comprising cash, bank
overdraft, short term loan, trade investments and trade creditors,
which arise directly from its operations. The main purpose of
these instruments is to further the company’s operations.
John Watkins
30 October 2014
Finance Director and Company Secretary
Company registration number: 3981468
Short term debtors and creditors
Short term debtors and creditors have been excluded from all
the following disclosures.
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DIRECTORS’ REPORT
The Directors present their fourteenth annual report on the
affairs of the Company, together with the financial statements
for the year ended 30 September 2014.
Results and dividends
The Company’s results are set out in the profit and loss account
on page 22. The audited financial statements for the year ended
30 September 2014 are set out on pages 22 to 33.
The Directors cannot recommend the payment of a dividend for
the year (2013: £nil).
Directors
R Bruce Rowan
Anthony C R Scutt
John Watkins
The Directors who served during the year are as follows:
Substantial shareholdings
At the close of business on 30 September 2014, the following
were registered as being interested in 3% or more of the
Company’s ordinary share capital:
During the year there were no charitable or political
contributions (2013: £nil)
Payment of suppliers
The Company’s policy is to settle terms of payment with suppliers
when agreeing terms of business, to ensure that suppliers are
aware of the terms of payment and to abide by them. It is usual
for suppliers to be paid within 14 days of receipt of invoice. At 30
September 2014, the Company’s trade creditors were equal to
costs incurred in 46 days (2013: 66 days).
Post balance sheet events
There are no reportable post balance sheet events.
Transition to FRS102
The Directors understand that the requirement to prepare
financial statements in accordance with FRS 102 will be
effective for the year ended 30 September 2016. The first
financial statements for this year will include comparatives
for the year ended 30 September 2015 being re-stated in
accordance with FRS 102 and a reconciliation between the old
and new GAAP will be provided in the notes.
Ordinary shares
of £0.01 each
Percentage
of issued
share capital
Auditor
Ronald Bruce Rowan
10,170,000
27.40%
Barclayshare
Nominees Limited
4,437,428
11.96%
Remuneration
A resolution to reappoint Grant Thornton UK LLP as auditor for
the coming year will be proposed at the forthcoming AGM in
accordance with section 489 Companies Act 2006.
LR Nominees Limited
1,624,249
2,159,302
4.38%
5.82%
The remuneration of the Directors has been fixed by the Board
as a whole. The Board seeks to provide appropriate reward for
the skill and time commitment required so as to retain the right
calibre of director without paying more than is necessary.
Hargreaves Lansdown
Nominees Limited
TD Direct Investing
Nominees Limited
Share capital
CORPORATE GOVERNANCE | DIRECTORS’ REPORT
CORPORATE GOVERNANCE | DIRECTORS’ REPORT
Charitable and political donations
Going concern
Trade investments
The Company’s day to day financing is from its available cash
resources or via a bank overdraft and, on occasion, by the use of
short term loans. The Company’s formal overdraft facility was
last confirmed by the bank in early 2014.
Trade investments are stated at cost less any provision for
impairment. The difference between fair and book value is
set out in Note 8. The Board meets quarterly to consider
investment strategy in respect of the Company’s portfolio.
Whilst the Directors fully expect a sufficient overdraft facility to
remain in place for the foreseeable future, they are confident
that adequate funding can be raised as required to meet the
Company’s current and future liabilities without resorting to this
facility. In the very unlikely event that such finance could not be
raised, the Directors could raise sufficient funds by disposal of
certain of its current asset trade investments, although such a
‘forced’ sale is to be avoided if at all possible.
For the reasons outlined above, the Directors are satisfied
that the Company will be able to meet its current and future
liabilities, and continue trading, for the foreseeable future and,
in any event, for a period of not less than twelve months from
the date of approving the financial statements. The preparation
of the financial statements on a going concern basis is therefore
considered to remain appropriate.
Management of capital
The Company’s objectives when managing capital are:
• to safeguard its ability to continue as a going concern, so
that it can continue to provide returns for shareholders and
benefits for other stakeholders, and
• to provide an adequate return to shareholders by trading its
current asset investments.
The Company sets the level of capital in proportion to risk.
The Company manages the capital structure and makes
adjustments to it in the light of changes in economic conditions
and the risk characteristics of the underlying assets.
1,339,204
3.61%
Details of Directors’ fees and of payments made for professional
services rendered are set out in Note 5 to the financial statements.
Control procedures
Mrs Diane Mary Watkins
1,200,000
3.23%
Management incentives
In accordance with the authority to purchase up to 5,850,000
or other management incentive scheme.
Other than options issued in accordance with the 2005
share option schemes as set out in Note 12 to the financial
statements, the Company has no share purchase, share option
As required by legislation, the Company has introduced a
stakeholders’ pension plan for the benefit of any future employees.
Ordinary shares renewed at the 2013 annual general meeting,
the Company holds 2,300,000 of its own Ordinary shares in
treasury bought in previous years. These purchases were
made to enhance the underlying net asset value per share
given the substantial discount at which shares were traded at
the time. The Directors will place a further resolution before
Shareholders at the forthcoming annual general meeting so as
to give themselves the opportunity to make further purchases
should circumstances be favourable.
The Board has approved financial budgets and cash forecasts;
in addition, it has implemented procedures to ensure
compliance with accounting standards and effective reporting.
Financial instruments
The Company uses financial instruments, comprising cash, bank
overdraft, short term loan, trade investments and trade creditors,
which arise directly from its operations. The main purpose of
these instruments is to further the company’s operations.
Short term debtors and creditors
Short term debtors and creditors have been excluded from all
the following disclosures.
Interest rate risk
The Company finances its operations through retained profits
and new investment funds raised. The Board utilises short term
floating rate interest bearing accounts to ensure adequate working
capital is available whilst maximising returns on deposits.
Liquidity risk
The Company seeks to manage financial risk, to ensure sufficient
liquidity is available to meet foreseeable needs and to invest
cash assets safely and profitably. More information about the
company’s liquidity risk, and the management of that risk, is
given under ‘going concern’ in note 1 to the financial statements.
Borrowing facilities
As at 30 September 2014, the Company had an overdraft facility
of £250,000 arranged with its bankers (2013: £250,000) secured
on certain investments with a market value at 30 September
2014 of £1.11m. The overdraft facility is renewable annually with
the next review due in March 2015.
Currency risk
The Company trades substantially within the United Kingdom
and all transactions are denominated in Sterling. Consequently,
the Company is not significantly exposed to currency risk.
Fair values
Except where shown above, the fair values of the Company’s
financial instruments are considered equal to the book value.
Price and credit risk
Management do not consider price or credit risk to be material
to the Company.
By order of the Board
John Watkins
Finance Director and Company Secretary
30 October 2014
Company registration number: 3981468
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CORPORATE GOVERNANCE | STATEMENT OF DIRECTORS’ RESPONSIBILITIES
FINANCIAL STATEMENTS | INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF STARVEST PLC
STATEMENT
OF DIRECTORS’
RESPONSIBILITIES
Directors’ responsibilities for the financial statements
The Directors are responsible for preparing the Directors’
report, the Strategic report and 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
have elected to prepare financial statements in accordance
with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law).
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 and profit or loss of the company
for that period. In preparing those financial statements, the
directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgments and estimates that are reasonable
and prudent;
• state whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
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.
The Directors confirm that so far as each of the Directors is aware:
• there is no relevant audit information of which the Company’s
auditor is unaware; and
• the Directors have taken all the steps that they ought to have
taken as directors in order to make themselves aware of any
relevant audit information and to establish that the auditors
are aware of that information.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
INDEPENDENT
AUDITOR’S REPORT
TO THE MEMBERS OF STARVEST PLC
We have audited the financial statements of Starvest plc for the
Opinion on financial statements
year ended 30 September 2014 which comprise the profit and
loss account, the balance sheet, the cash flow statement and
the related notes. The financial reporting framework that has
been applied in their preparation is applicable law and United
Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice).
This report is made solely to the company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and
the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
In our opinion the financial statements:
• give a true and fair view of the state of the company’s affairs as
at 30 September 2014 and of its loss for the year then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
• have been 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 Directors’ report
and the Strategic report for the financial year for which the
financial statements are prepared is consistent with the
Respective responsibilities of directors and auditor
financial statements.
As explained more fully in the Statement of Directors’
Responsibilities set out on page 20, 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 (APB’s)
Ethical Standards for Auditors.
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, or returns
adequate for our audit have not been received from branches
not visited by us; or
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is
• the financial statements are not in agreement with the
accounting records and returns; or
provided on the FRC’s website at
www.frc.org.uk/apb/scope/private.cfm
• 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.
Paul Creasey
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
30 October 2014
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CORPORATE GOVERNANCE | STATEMENT OF DIRECTORS’ RESPONSIBILITIES
FINANCIAL STATEMENTS | INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF STARVEST PLC
Directors’ responsibilities for the financial statements
The Directors are responsible for keeping adequate accounting
STATEMENT
OF DIRECTORS’
RESPONSIBILITIES
The Directors are responsible for preparing the Directors’
report, the Strategic report and 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
have elected to prepare financial statements in accordance
with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law).
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 and profit or loss of the company
for that period. In preparing those financial statements, the
directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgments and estimates that are reasonable
and prudent;
• state whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
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.
The Directors confirm that so far as each of the Directors is aware:
• there is no relevant audit information of which the Company’s
auditor is unaware; and
• the Directors have taken all the steps that they ought to have
taken as directors in order to make themselves aware of any
relevant audit information and to establish that the auditors
are aware of that information.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
INDEPENDENT
AUDITOR’S REPORT
TO THE MEMBERS OF STARVEST PLC
We have audited the financial statements of Starvest plc for the
year ended 30 September 2014 which comprise the profit and
loss account, the balance sheet, the cash flow statement and
the related notes. The financial reporting framework that has
been applied in their preparation is applicable law and United
Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice).
This report is made solely to the company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and
the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Statement of Directors’
Responsibilities set out on page 20, 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 (APB’s)
Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is
provided on the FRC’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 30 September 2014 and of its loss for the year then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
• have been 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 Directors’ report
and the Strategic report for the financial year for which the
financial statements are prepared is consistent with the
financial statements.
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, or returns
adequate for our audit have not been received from branches
not visited by us; or
• the 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.
Paul Creasey
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
30 October 2014
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FINANCIAL STATEMENTS | PROFIT AND LOSS ACCOUNT
FINANCIAL STATEMENTS | BALANCE SHEET
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2014
BALANCE SHEET
AS AT 30 SEPTEMBER 2014
Turnover
Cost of sales
Gross profit
Administrative expenses
Amounts written off trade investments
Operating loss
Interest receivable
Loss on ordinary activities before taxation
Tax on loss on ordinary activities
Loss on ordinary activities after taxation
Loss per share – basic and diluted
Year ended
30 September 2014
£
Year ended
30 September 2013
£
Notes
262,940
(194,801)
68,139
(206,837)
(220,101)
(358,799)
2,475
(356,324)
-
(356,324)
(0.96) pence
8
2
3
6
-
-
-
(206,702)
(802,394)
(1,009,096)
1,835
(1,007,261)
127
(1,007,134)
(2.7) pence
There are no recognised gains and losses in either year other than the result for the year.
All operations are continuing.
The financial statements on pages 22 to 33 were approved and authorised for issue by the Board of Directors on 30 October 2014
Notes
30 September
30 September
2014
£
2013
£
7
8
10
11
13
13
14
100,184
1,855,061
239,540
2,194,785
(44,350)
2,150,435
394,173
2,118,396
(362,134)
2,150,435
37,200
2,258,662
257,556
2,553,418
(46,659)
2,506,759
394,173
2,118,396
(5,810)
2,506,759
Creditors – amounts falling due within one year
Current assets
Debtors
Trade investments
Cash at bank and in hand
Net current assets
Share capital and reserves
Called-up share capital
Share premium account
Profit and loss account
Equity shareholders’ funds
and signed on its behalf by:
R Bruce Rowan
Chairman and Chief Executive
John Watkins
Finance Director
The accompanying accounting policies and notes form an integral part of these financial statements.
The accompanying accounting policies and notes form an integral part of these financial statements.
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FINANCIAL STATEMENTS | PROFIT AND LOSS ACCOUNT
FINANCIAL STATEMENTS | BALANCE SHEET
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2014
BALANCE SHEET
AS AT 30 SEPTEMBER 2014
Turnover
Cost of sales
Gross profit
Administrative expenses
Amounts written off trade investments
Operating loss
Interest receivable
Loss on ordinary activities before taxation
Tax on loss on ordinary activities
Loss on ordinary activities after taxation
Loss per share – basic and diluted
There are no recognised gains and losses in either year other than the result for the year.
All operations are continuing.
Year ended
Year ended
30 September 2014
30 September 2013
Notes
£
262,940
(194,801)
68,139
(206,837)
(220,101)
(358,799)
2,475
(356,324)
-
(356,324)
(0.96) pence
8
2
3
6
£
-
-
-
(206,702)
(802,394)
(1,009,096)
1,835
(1,007,261)
127
(1,007,134)
(2.7) pence
Current assets
Debtors
Trade investments
Cash at bank and in hand
Creditors – amounts falling due within one year
Net current assets
Share capital and reserves
Called-up share capital
Share premium account
Profit and loss account
Equity shareholders’ funds
Notes
30 September
2014
£
30 September
2013
£
7
8
10
11
13
13
14
100,184
1,855,061
239,540
2,194,785
(44,350)
2,150,435
394,173
2,118,396
(362,134)
2,150,435
37,200
2,258,662
257,556
2,553,418
(46,659)
2,506,759
394,173
2,118,396
(5,810)
2,506,759
The financial statements on pages 22 to 33 were approved and authorised for issue by the Board of Directors on 30 October 2014
and signed on its behalf by:
R Bruce Rowan
Chairman and Chief Executive
John Watkins
Finance Director
The accompanying accounting policies and notes form an integral part of these financial statements.
The accompanying accounting policies and notes form an integral part of these financial statements.
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FINANCIAL STATEMENTS | CASH FLOW STATEMENT
FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2014
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Year ended
30 September
2014
£
Year ended
30 September
2013
£
(20,491)
(227,360)
Notes
15
1. Statement of principal accounting policies
Going concern
The Directors have reviewed the principal accounting policies
summarised below and consider them to be the most
appropriate for the Company. They have all been applied
consistently throughout the year and the previous year.
The Company’s day to day financing is via a bank overdraft and,
on occasion, by the use of short term loans. The Company’s
formal overdraft facility was last confirmed by the bank in
early 2014.
Net cash outflow from operating activities
Returns on investment and servicing of finance:
Interest received
Taxation recovered/(paid)
2,475
2,475
-
(Decrease)/increase in cash in the year
16
(18,016)
1,835
1,835
284,045
58,520
Basis of accounting
The financial statements have been prepared under the
historical cost convention and in accordance with applicable
United Kingdom Accounting Standards.
Operating income represents amounts receivable for trade
investment sales. Operating income is recognised on the date of
if at all possible.
Operating income
sale contract.
Direct costs
the year.
Administrative expenses
incurred on its costs.
Investments
Direct costs include the book cost of investments sold during
All administrative expenses are stated inclusive of VAT, where
applicable, as the company is not eligible to reclaim VAT
Taxation
Current asset trade investments are stated at the lower of cost
and net realisable value. Net realisable value is the lower of bid
price and Directors’ valuation. The lower Directors’ valuation is
applied where the Company’s interest in the investee company
amounts to 7% or more of the investee Company’s issued share
capital or more than 7% of the investment portfolio or where
there are factors of which the Directors are aware which call
for some further adjustment. At 30 September 2014, these
provisions totalled £351,000 (2013: £196,000).
Where the net realisable amount falls below cost the investment
is written down accordingly with the decline in value (and any
subsequent reversals) being included in operating profit.
Increases in value are not recognised in the carrying amount
(save for reversals of amounts previously written off as noted
above) and are only recognised in the profit and loss account
when they are realised by a disposal.
Whilst the Directors fully expect a sufficient overdraft facility to
remain in place for the foreseeable future, they are confident
that sufficient funding can be raised as required to meet the
Company’s current and future liabilities. In the very unlikely
event that such finance could not be raised, the Directors could
raise sufficient funds by disposal of certain of its current asset
trade investments, although such a ‘forced’ sale is to be avoided
For the reasons outlined above, the Directors are satisfied
that the Company will be able to meet its current and future
liabilities, and continue trading, for the foreseeable future and,
in any event, for a period of not less than twelve months from
the date of approving the financial statements. The preparation
of the financial statements on a going concern basis is therefore
considered to remain appropriate.
Corporation tax payable is provided on taxable profits at the
current rates enacted or substantially enacted at the balance
sheet date.
Deferred tax
Deferred tax is provided on an undiscounted full provision
basis on all timing differences which have arisen but not
reversed at the balance sheet date using rates of tax enacted or
substantively enacted at the balance sheet date.
Options
No charge to profit is made in respect of the options over
the Company’s shares held by Directors as all of the options
had fully vested prior to 1 October 2006, the effective date of
Financial Reporting Standard 20, ‘Share Based Payments’.
Treasury shares
Where the Company acquired its own shares (‘treasury shares’)
these are deducted from retained profits. No profit or loss is
recognised on purchase or subsequent sale of treasury shares..
The accompanying accounting policies and notes form an integral part of these financial statements.
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Net cash outflow from operating activities
Returns on investment and servicing of finance:
Interest received
Taxation recovered/(paid)
(Decrease)/increase in cash in the year
16
(18,016)
2,475
2,475
-
1,835
1,835
284,045
58,520
FINANCIAL STATEMENTS | CASH FLOW STATEMENT
FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2014
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Year ended
30 September
2014
£
Year ended
30 September
2013
£
(20,491)
(227,360)
Notes
15
1. Statement of principal accounting policies
Going concern
The Directors have reviewed the principal accounting policies
summarised below and consider them to be the most
appropriate for the Company. They have all been applied
consistently throughout the year and the previous year.
The Company’s day to day financing is via a bank overdraft and,
on occasion, by the use of short term loans. The Company’s
formal overdraft facility was last confirmed by the bank in
early 2014.
Basis of accounting
The financial statements have been prepared under the
historical cost convention and in accordance with applicable
United Kingdom Accounting Standards.
Operating income
Operating income represents amounts receivable for trade
investment sales. Operating income is recognised on the date of
sale contract.
Direct costs
Direct costs include the book cost of investments sold during
the year.
Administrative expenses
All administrative expenses are stated inclusive of VAT, where
applicable, as the company is not eligible to reclaim VAT
incurred on its costs.
Investments
Current asset trade investments are stated at the lower of cost
and net realisable value. Net realisable value is the lower of bid
price and Directors’ valuation. The lower Directors’ valuation is
applied where the Company’s interest in the investee company
amounts to 7% or more of the investee Company’s issued share
capital or more than 7% of the investment portfolio or where
there are factors of which the Directors are aware which call
for some further adjustment. At 30 September 2014, these
provisions totalled £351,000 (2013: £196,000).
Where the net realisable amount falls below cost the investment
is written down accordingly with the decline in value (and any
subsequent reversals) being included in operating profit.
Increases in value are not recognised in the carrying amount
(save for reversals of amounts previously written off as noted
above) and are only recognised in the profit and loss account
when they are realised by a disposal.
Whilst the Directors fully expect a sufficient overdraft facility to
remain in place for the foreseeable future, they are confident
that sufficient funding can be raised as required to meet the
Company’s current and future liabilities. In the very unlikely
event that such finance could not be raised, the Directors could
raise sufficient funds by disposal of certain of its current asset
trade investments, although such a ‘forced’ sale is to be avoided
if at all possible.
For the reasons outlined above, the Directors are satisfied
that the Company will be able to meet its current and future
liabilities, and continue trading, for the foreseeable future and,
in any event, for a period of not less than twelve months from
the date of approving the financial statements. The preparation
of the financial statements on a going concern basis is therefore
considered to remain appropriate.
Taxation
Corporation tax payable is provided on taxable profits at the
current rates enacted or substantially enacted at the balance
sheet date.
Deferred tax
Deferred tax is provided on an undiscounted full provision
basis on all timing differences which have arisen but not
reversed at the balance sheet date using rates of tax enacted or
substantively enacted at the balance sheet date.
Options
No charge to profit is made in respect of the options over
the Company’s shares held by Directors as all of the options
had fully vested prior to 1 October 2006, the effective date of
Financial Reporting Standard 20, ‘Share Based Payments’.
Treasury shares
Where the Company acquired its own shares (‘treasury shares’)
these are deducted from retained profits. No profit or loss is
recognised on purchase or subsequent sale of treasury shares.
The accompanying accounting policies and notes form an integral part of these financial statements.
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FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
2. Loss on ordinary activities before taxation
Loss on ordinary activities before taxation is stated after charging:
Auditor’s remuneration – audit
Auditor’s remuneration – non-audit services
Directors’ emoluments – Note 5
Year ended
30 September
2014
£
15,100
15,000
90,000
Year ended
30 September
2013
£
14,500
18,700
105,000
Auditor’s remuneration for non-audit services provided during the year comprises nominated advisor fees of £15,000, stated
exclusive of VAT (2013: nominated advisor fees of £15,000 and tax compliance fees of £3,700 both stated exclusive of VAT).
3. Taxation
Current year taxation
UK corporation tax at 22% (2013: 23.5%) on loss for the year
Adjustments in respect of prior years
Total current tax charge / (credit) for the year
Year ended
30 September
2014
£
Year ended
30 September
2013
£
-
-
-
-
(127)
(127)
The tax assessed is at the standard rate of corporation tax in the UK at 22% (2013: standard rate 23.5%). The differences are
explained below:
5. Directors’ emoluments
Year ended 30 September 2014
R B Rowan
A C R Scutt
J Watkins
Year ended 30 September 2013
R B Rowan
A C R Scutt
J Watkins
Loss on ordinary activities before taxation
Loss on ordinary activities at 22% (2013: 23.5%)
Effect of:
Expenses not deductible for tax purposes
Adjustments in respect of prior years
Losses carried forward
Utilisation of tax losses and other deductions
Other permanent differences
Current tax charge / (credit) for the year
(356,324)
(78,391)
(1,007,261)
(236,706)
was outstanding.
Pensions
-
-
78,391
-
-
-
36
(127)
236,670
-
-
(127)
A deferred tax asset has not been recognised in respect of carried forward losses as there is insufficient evidence of
future recoverability.
4. Staff costs
The Company had no employees during the year or the previous year; the two executive directors provide professional services as
required on a part time basis.
Fees
£
-
12,000
15,000
27,000
Fees
£
-
15,000
18,000
33,000
Amounts paid to
third parties
– see note
£
-
£
-
48,000
15,000
63,000
54,000
18,000
72,000
Amounts paid to
third parties
– see note
Total
£
48,000
12,000
30,000
90,000
Total
£
54,000
15,000
36,000
105,000
Amounts paid to third parties
Included in the above are the following amounts paid to third parties:
• In respect of the management services of Bruce Rowan, £48,000 (2013: £54,000) is payable to Sunvest Corporation Limited, a
company of which he is a director and shareholder. Of this £18,000 relates to the provision of an office (2013: £18,000). At 30
September 2014, the sum of £12,000 (2013: £13,500) was outstanding.
• In respect of the professional services of John Watkins, FCA, £15,000 (VAT not chargeable; 2013: £18,000, VAT not chargeable)
of the above remuneration was paid through his personal business. At 30 September 2014, the sum of £3,750 (2013: £4,500)
No pension benefits were provided for any director in the current or previous year.
Directors’ share options
Details of share options held and exercised during the year by the directors are set out in Note 12.
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FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
2. Loss on ordinary activities before taxation
Loss on ordinary activities before taxation is stated after charging:
5. Directors’ emoluments
Year ended
30 September
Year ended
30 September
Year ended 30 September 2014
R B Rowan
A C R Scutt
J Watkins
Year ended 30 September 2013
R B Rowan
A C R Scutt
J Watkins
Fees
£
-
12,000
15,000
27,000
Fees
£
-
15,000
18,000
33,000
Amounts paid to
third parties
– see note
£
48,000
-
15,000
63,000
Amounts paid to
third parties
– see note
£
54,000
-
18,000
72,000
Total
£
48,000
12,000
30,000
90,000
Total
£
54,000
15,000
36,000
105,000
Amounts paid to third parties
Included in the above are the following amounts paid to third parties:
• In respect of the management services of Bruce Rowan, £48,000 (2013: £54,000) is payable to Sunvest Corporation Limited, a
company of which he is a director and shareholder. Of this £18,000 relates to the provision of an office (2013: £18,000). At 30
September 2014, the sum of £12,000 (2013: £13,500) was outstanding.
• In respect of the professional services of John Watkins, FCA, £15,000 (VAT not chargeable; 2013: £18,000, VAT not chargeable)
of the above remuneration was paid through his personal business. At 30 September 2014, the sum of £3,750 (2013: £4,500)
was outstanding.
Pensions
No pension benefits were provided for any director in the current or previous year.
Directors’ share options
Details of share options held and exercised during the year by the directors are set out in Note 12.
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2013
£
14,500
18,700
105,000
£
-
(127)
(127)
36
(127)
236,670
-
-
(127)
Year ended
30 September
2014
£
Year ended
30 September
2013
(356,324)
(78,391)
(1,007,261)
(236,706)
2014
£
15,100
15,000
90,000
-
-
-
-
-
-
-
-
78,391
Auditor’s remuneration for non-audit services provided during the year comprises nominated advisor fees of £15,000, stated
exclusive of VAT (2013: nominated advisor fees of £15,000 and tax compliance fees of £3,700 both stated exclusive of VAT).
The tax assessed is at the standard rate of corporation tax in the UK at 22% (2013: standard rate 23.5%). The differences are
Auditor’s remuneration – audit
Auditor’s remuneration – non-audit services
Directors’ emoluments – Note 5
3. Taxation
Current year taxation
UK corporation tax at 22% (2013: 23.5%) on loss for the year
Adjustments in respect of prior years
Total current tax charge / (credit) for the year
explained below:
Loss on ordinary activities before taxation
Loss on ordinary activities at 22% (2013: 23.5%)
Effect of:
Expenses not deductible for tax purposes
Adjustments in respect of prior years
Losses carried forward
Utilisation of tax losses and other deductions
Other permanent differences
Current tax charge / (credit) for the year
future recoverability.
4. Staff costs
required on a part time basis.
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A deferred tax asset has not been recognised in respect of carried forward losses as there is insufficient evidence of
The Company had no employees during the year or the previous year; the two executive directors provide professional services as
FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
6. Loss per share
8. Current trade investments, at the lower of cost, market value or directors’ valuation
The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders by the weighted average
number of shares in issue.
Loss for the year
Weighted average number of Ordinary shares of £0.01 in issue
Year ended
30 September
2014
£
(356,324)
37,117,259
Year ended
30 September
2013
£
(1,007,134)
37,117,259
Loss per share – basic and diluted
(0.96) pence
(2.7) pence
The weighted average number of shares in issue excludes outstanding options exercisable at 15 pence per share as they are out
of the money.
In view of the loss for the year, the options have no dilutive effect.
7. Debtors
Prepayments
Short term loans to related parties
Short term loans to related parties
30 September
2014
£
30 September
2013
£
34,086
66,098
100,184
27,200
10,000
37,200
The net book carrying values of the investments above were as follows:
• During a prior year, a loan of £10,000 was advanced to Equity Resources plc (“EQR”) at 0% interest with no formal agreement as
to repayment date. The purpose of the loan was to assist the EQR to meet its necessary operational costs during a period when
it seemed inappropriate that EQR should realise cash from its investments. The Company holds 28.41% of the equity.
• During the year, a loan of £35,000 was advanced to Goldcrest Resources plc (“GCRP”) at 20% pa interest in order to assist GCRP
in funding its necessary operational costs prior to an expected AIM listing.
• During the year, a loan of £20,000 was advanced to Guild Acquisitions plc (“Guild”) at 12% pa interest to assist Guild in funding
The market value of the trading portfolio was:
its necessary operational costs. This loan, with interest, is due to be repaid in full by 31 December 2014.
Cost
At 30 September 2013
Additions at cost
Disposals
At 30 September 2014
Provisions
At 30 September 2013
Released during the year
Provided during the year
At 30 September 2014
Net book amount
At 30 September 2014
At 30 September 2013
Quoted on LSE
Quoted on AIM
Quoted on ISDX
Unquoted
Quoted on foreign stock exchanges
Quoted on LSE
Quoted on AIM
Quoted on ISDX
Unquoted
Quoted on foreign stock exchanges
No directors’ valuations have taken place this year.
30 September
30 September
2014
£
2013
£
7,300,779
10,000
(630,000)
6,680,779
5,042,117
(692,060)
475,661
4,825,718
1,855,061
2,258,662
1,390,407
455,812
8,842
1,433,913
2,710,812
8,842
-
-
£
-
-
7,290,779
80,000
(70,000)
7,300,779
4,239,723
(44,977)
847,371
5,042,117
2,258,662
3,051,056
193,500
1,677,835
373,483
13,844
-
2013
£
193,500
1,805,944
468,483
13,844
-
1,855,061
2,258,662
30 September
30 September
2014
4,153,567
2,481,771
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6. Loss per share
number of shares in issue.
The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders by the weighted average
Loss for the year
Weighted average number of Ordinary shares of £0.01 in issue
Loss per share – basic and diluted
(0.96) pence
(2.7) pence
The weighted average number of shares in issue excludes outstanding options exercisable at 15 pence per share as they are out
Year ended
30 September
2014
£
(356,324)
37,117,259
Year ended
30 September
2013
£
(1,007,134)
37,117,259
In view of the loss for the year, the options have no dilutive effect.
of the money.
7. Debtors
30 September
30 September
2014
£
34,086
66,098
100,184
2013
£
27,200
10,000
37,200
Prepayments
Short term loans to related parties
Short term loans to related parties
• During a prior year, a loan of £10,000 was advanced to Equity Resources plc (“EQR”) at 0% interest with no formal agreement as
to repayment date. The purpose of the loan was to assist the EQR to meet its necessary operational costs during a period when
it seemed inappropriate that EQR should realise cash from its investments. The Company holds 28.41% of the equity.
• During the year, a loan of £35,000 was advanced to Goldcrest Resources plc (“GCRP”) at 20% pa interest in order to assist GCRP
in funding its necessary operational costs prior to an expected AIM listing.
FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
8. Current trade investments, at the lower of cost, market value or directors’ valuation
Cost
At 30 September 2013
Additions at cost
Disposals
At 30 September 2014
Provisions
At 30 September 2013
Released during the year
Provided during the year
At 30 September 2014
Net book amount
At 30 September 2014
At 30 September 2013
The net book carrying values of the investments above were as follows:
Quoted on LSE
Quoted on AIM
Quoted on ISDX
Quoted on foreign stock exchanges
Unquoted
• During the year, a loan of £20,000 was advanced to Guild Acquisitions plc (“Guild”) at 12% pa interest to assist Guild in funding
The market value of the trading portfolio was:
its necessary operational costs. This loan, with interest, is due to be repaid in full by 31 December 2014.
Quoted on LSE
Quoted on AIM
Quoted on ISDX
Quoted on foreign stock exchanges
Unquoted
No directors’ valuations have taken place this year.
30 September
2014
£
30 September
2013
£
7,300,779
10,000
(630,000)
6,680,779
5,042,117
(692,060)
475,661
4,825,718
1,855,061
2,258,662
-
1,390,407
455,812
8,842
-
7,290,779
80,000
(70,000)
7,300,779
4,239,723
(44,977)
847,371
5,042,117
2,258,662
3,051,056
193,500
1,677,835
373,483
13,844
-
1,855,061
2,258,662
30 September
2014
£
30 September
2013
£
-
1,433,913
2,710,812
8,842
-
193,500
1,805,944
468,483
13,844
-
4,153,567
2,481,771
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FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
9. Trade investments
The Company has holdings in the companies described in the review of portfolio on pages 6 to 15.
The authorised share capital of the Company and the called up and fully paid amounts were as follows:
Of these, the Company has holdings amounting to 20% or more of the issued share capital of the following companies:
Name
Country of
incorporation
Class of
shares held
Percentage of
issued capital
Profit/(loss)
for the last
financial year
Capital and
reserves at
last balance
sheet date
Accounting
year end
As at 30 September 2014 and 30 September 2013, Ordinary shares of £0.01 each
250,000,000
2,500,000
Number
Nominal
£
Equity Resources plc – see note [1]
Nordic Energy plc – see note [2]
Treslow Limited – see note [3]
Guild Acquisitions plc – see note [4]
England
& Wales
England
& Wales
England
& Wales
England
& Wales
Ordinary
28.41%
£(31,328)
£4,723
31 May 2014
As at 30 September 2014 and 30 September 2013
39,417,259
394,173
Ordinary
39.71%
(110,451)
325,703
31 May 2013
Shares held in treasury
Ordinary
30.1%
-
-
30 April 2013
Ordinary
22.22%
£(177,391)
£246,144
31 Dec 2013
Total number of shares held in treasury
30 September
2014
30 September
2013
2,300,000
2,300,000
11. Share capital
Authorised
Called up, allotted, issued and fully paid
Note [1]: Equity Resources plc is considered to be an associated undertaking. Equity accounting has not been used as the
Company does not prepare consolidated financial statements.
12. Share options
Note [2]: The Company has no representation on the Board of Directors of Nordic Energy plc (“Nordic”) nor does it exert
significant influence in any other way. Accordingly, Nordic is not accounted for as an associate undertaking despite the holding
being in excess of 20% of the issued share capital. The Company’s expectation is that its interest will be heavily diluted as Nordic
develops its business for which it issues new equity.
Note [3]: During 2008, the Company agreed to support Treslow Limited through its pre IPO processes. The Company has no
representation on the Board of Directors so it does not exert significant influence over Treslow Limited and so it is not considered
to be an associated undertaking despite the holding being in excess of 20% of the issued share capital.
Note [4]: Guild Acquisitions plc is considered not to be an associated undertaking by virtue of its entirely separate management
based in the Isle of Man; there is no common director.
The Company’s share of the gross assets of its Associates at 30 September 2014 is £185,371. The share of gross assets has been
derived from the latest available financial information in respect of the Associates. The company’s share of the items making up
the profit and loss account and cash flow statements of its Associates has not been disclosed as the numbers are not
considered material.
The Company’s share option scheme, established on 14 February 2005, expires on 31 January 2015. During the year ended 30
September 2014, no new options were granted. As at 30 September 2014, the outstanding options were as follows:
Exercised
30 September 2014
At
30 September 2013
At
during
the year
outstanding and
exercisable
Exercise
price
Date from which
exercisable
Expiry
date
RB Rowan
ACR Scutt
J Watkins
1,750,000
350,000
875,000
2,975,000
-
-
-
-
1,750,000
15 pence
14 February 2005
31 January 2015
350,000
15 pence
14 February 2005
31 January 2015
875,000
15 pence
14 February 2005
31 January 2015
2,975,000
Note 1: The market value of the Company’s shares at 30 September 2014 was 5.88 pence (2013: 5.62 pence) and the range during the year was 5.6
pence to 5.9 pence (2013: 6.5 pence to 5.6 pence), the average for the year being 5.8 pence (2013: 6.0 pence).
10. Creditors
Amounts falling due within one year:
Trade creditors
Social security and other taxes
Accruals
13. Reserves
The movements on reserves during the year were as follows:
30 September
2014
£
30 September
2013
£
20,641
931
22,778
44,350
27,734
3,750
15,175
46,659
As at 30 September 2013
Loss for the year
As at 30 September 2014
Share premium
Profit and loss
account
2,118,396
£
-
2,118,396
account
£
(5,810)
(356,324)
(362,134)
A bank overdraft facility is secured by a charge over certain of the Company’s investments having a market value at the balance
sheet date of £1.11m.
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FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
9. Trade investments
11. Share capital
The Company has holdings in the companies described in the review of portfolio on pages 6 to 15.
The authorised share capital of the Company and the called up and fully paid amounts were as follows:
Of these, the Company has holdings amounting to 20% or more of the issued share capital of the following companies:
Name
Country of
Class of
incorporation
shares held
Percentage of
issued capital
Profit/(loss)
for the last
financial year
Capital and
reserves at
last balance
sheet date
Accounting
year end
Authorised
Number
Nominal
£
As at 30 September 2014 and 30 September 2013, Ordinary shares of £0.01 each
250,000,000
2,500,000
Called up, allotted, issued and fully paid
Equity Resources plc – see note [1]
Ordinary
28.41%
£(31,328)
£4,723
31 May 2014
As at 30 September 2014 and 30 September 2013
39,417,259
394,173
Nordic Energy plc – see note [2]
Ordinary
39.71%
(110,451)
325,703
31 May 2013
Shares held in treasury
Treslow Limited – see note [3]
Ordinary
30.1%
-
-
30 April 2013
Guild Acquisitions plc – see note [4]
Ordinary
22.22%
£(177,391)
£246,144
31 Dec 2013
Total number of shares held in treasury
30 September
2014
30 September
2013
2,300,000
2,300,000
England
& Wales
England
& Wales
England
& Wales
England
& Wales
Note [1]: Equity Resources plc is considered to be an associated undertaking. Equity accounting has not been used as the
Company does not prepare consolidated financial statements.
12. Share options
Note [2]: The Company has no representation on the Board of Directors of Nordic Energy plc (“Nordic”) nor does it exert
significant influence in any other way. Accordingly, Nordic is not accounted for as an associate undertaking despite the holding
being in excess of 20% of the issued share capital. The Company’s expectation is that its interest will be heavily diluted as Nordic
develops its business for which it issues new equity.
Note [3]: During 2008, the Company agreed to support Treslow Limited through its pre IPO processes. The Company has no
representation on the Board of Directors so it does not exert significant influence over Treslow Limited and so it is not considered
to be an associated undertaking despite the holding being in excess of 20% of the issued share capital.
Note [4]: Guild Acquisitions plc is considered not to be an associated undertaking by virtue of its entirely separate management
based in the Isle of Man; there is no common director.
The Company’s share of the gross assets of its Associates at 30 September 2014 is £185,371. The share of gross assets has been
derived from the latest available financial information in respect of the Associates. The company’s share of the items making up
the profit and loss account and cash flow statements of its Associates has not been disclosed as the numbers are not
The Company’s share option scheme, established on 14 February 2005, expires on 31 January 2015. During the year ended 30
September 2014, no new options were granted. As at 30 September 2014, the outstanding options were as follows:
At
30 September 2013
Exercised
during
the year
At
30 September 2014
outstanding and
exercisable
Exercise
price
Date from which
exercisable
Expiry
date
RB Rowan
ACR Scutt
J Watkins
1,750,000
350,000
875,000
2,975,000
-
-
-
-
1,750,000
15 pence
14 February 2005
31 January 2015
350,000
15 pence
14 February 2005
31 January 2015
875,000
15 pence
14 February 2005
31 January 2015
2,975,000
Note 1: The market value of the Company’s shares at 30 September 2014 was 5.88 pence (2013: 5.62 pence) and the range during the year was 5.6
pence to 5.9 pence (2013: 6.5 pence to 5.6 pence), the average for the year being 5.8 pence (2013: 6.0 pence).
13. Reserves
The movements on reserves during the year were as follows:
30 September
30 September
2014
£
20,641
931
22,778
44,350
2013
£
27,734
3,750
15,175
46,659
As at 30 September 2013
Loss for the year
As at 30 September 2014
A bank overdraft facility is secured by a charge over certain of the Company’s investments having a market value at the balance
sheet date of £1.11m.
Share premium
account
£
Profit and loss
account
£
2,118,396
-
2,118,396
(5,810)
(356,324)
(362,134)
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30/10/2014 17:54
considered material.
10. Creditors
Amounts falling due within one year:
Trade creditors
Social security and other taxes
Accruals
30 STARVEST PLC | ANNUAL REPORT AND ACCOUNTS
Starvest AR 2014 Version 7 INNERS.indd 30-31
FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
As at 30 September 2014 and 30 September 2013, the Company had no commitments other than for expenses incurred in the
There were no related party transactions during the year other than those disclosed in notes 5 and 7 above.
17. Commitments
normal course of business.
18. Related party transactions
19. Post balance sheet event
There are no reportable post balance sheet events.
20. Control
There is considered to be no controlling party.
Year ended
30 September 2014
£
Year ended
30 September 2013
£
(356,324)
2,506,759
2,150,435
(1,007,134)
3,513,893
2,506,759
Year ended
30 September 2014
£
Year ended
30 September 2013
£
(358,799)
(1,009,096)
220,101
(62,984)
(2,309)
(10,000)
(66,500)
260,000
(20,491)
802,394
(11,076)
418
(80,000)
-
70,000
(227,360)
14. Movement on equity shareholders’ funds
Loss for the year and net decrease in shareholders’ funds
Opening equity shareholders’ funds
Closing equity shareholders’ funds
15. Reconciliation of operating loss to operating cash flows
Operating loss
Amounts written off trade investments
(Increase)/decrease in debtors
(Decrease)/increase in creditors
Purchase of trade investments at cost
Profit on sale of investments
Disposals
Net cash outflow from operating activities
16. Analysis and reconciliation of net funds
Cash at bank
Net cash
(Decrease)/increase in cash in the year
Movement in funds in the year
Net cash at 1 October
Net cash at 30 September
30 September 2013
£
257,556
257,556
Cash flow
£
(18,016)
(18,016)
30 September 2014
£
239,540
239,540
Year ended
30 September 2014
£
Year ended
30 September 2013
£
(18,016)
(18,016)
257,556
239,540
58,520
58,520
199,036
257,556
32 STARVEST PLC | ANNUAL REPORT AND ACCOUNTS
Starvest AR 2014 Version 7 INNERS.indd 32-33
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FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS | NOTES TO FINANCIAL STATEMENTS
14. Movement on equity shareholders’ funds
17. Commitments
As at 30 September 2014 and 30 September 2013, the Company had no commitments other than for expenses incurred in the
normal course of business.
18. Related party transactions
There were no related party transactions during the year other than those disclosed in notes 5 and 7 above.
19. Post balance sheet event
There are no reportable post balance sheet events.
20. Control
There is considered to be no controlling party.
Loss for the year and net decrease in shareholders’ funds
Opening equity shareholders’ funds
Closing equity shareholders’ funds
15. Reconciliation of operating loss to operating cash flows
Operating loss
Amounts written off trade investments
(Increase)/decrease in debtors
(Decrease)/increase in creditors
Purchase of trade investments at cost
Profit on sale of investments
Disposals
Net cash outflow from operating activities
16. Analysis and reconciliation of net funds
Cash at bank
Net cash
(Decrease)/increase in cash in the year
Movement in funds in the year
Net cash at 1 October
Net cash at 30 September
Year ended
Year ended
30 September 2014
30 September 2013
(356,324)
2,506,759
2,150,435
(1,007,134)
3,513,893
2,506,759
Year ended
Year ended
30 September 2014
30 September 2013
(358,799)
(1,009,096)
220,101
(62,984)
(2,309)
(10,000)
(66,500)
260,000
(20,491)
802,394
(11,076)
418
(80,000)
70,000
(227,360)
£
£
£
£
£
£
-
£
£
30 September 2013
Cash flow
30 September 2014
£
257,556
257,556
(18,016)
(18,016)
239,540
239,540
Year ended
Year ended
30 September 2014
30 September 2013
(18,016)
(18,016)
257,556
239,540
58,520
58,520
199,036
257,556
32 STARVEST PLC | ANNUAL REPORT AND ACCOUNTS
Starvest AR 2014 Version 7 INNERS.indd 32-33
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FINANCIAL STATEMENTS | NOTICE OF ANNUAL GENERAL MEETING
FINANCIAL STATEMENTS | NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of
Starvest plc (the “Company”) will be held at the offices of Grant
Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU on
Thursday 11 December 2014 at 11.30am for the purpose of
considering and, if thought fit, passing the following resolutions
which will be proposed as ordinary resolutions in the cases of
resolutions 1 to 4 and 6 and as a special resolution in the case
of resolution 5.
Directors may deem necessary or expedient to deal with
equity securities representing fractional entitlements and
with legal or practical problems under the laws of, or the
requirements of, any regulatory body or any stock exchange
in, any territory; and
(b) the allotment, other than pursuant to (a) above, of
equity securities:
ORDINARY BUSINESS
ORDINARY RESOLUTIONS
1 To receive the report of the Directors and the audited
financial statements of the Company for the year ended
30 September 2014.
2 To re-elect John Watkins as a Director of the Company, who
retires by rotation under the Articles of Association of the
Company and, being eligible, offers himself for re-election.
3 To re-appoint Grant Thornton UK LLP as auditors of the
Company to act until the conclusion of the next Annual
General Meeting and to authorise the Directors to determine
the remuneration of the auditors.
4 That in substitution for all existing authorities under the
following section to the extent unutilised, the Directors
be generally and unconditionally authorised pursuant to
Section 551 of the Companies Act 2006 (the “Act”) to allot
relevant securities (within the meaning of section 560) up to
an aggregate nominal amount of £250,000. The authority
referred to in this resolution shall be in substitution for all
other existing authorities, and shall expire (unless previously
renewed, varied or revoked by the Company in general
meeting) at the earlier of the next Annual General Meeting
of the Company and the date falling 15 months following
the date of the Annual General Meeting being convened
by this Notice. The Company may, at any time prior to the
expiry of the authority, make an offer or agreement which
would or might require relevant securities to be allotted
after the expiry of the authority and the Directors are hereby
authorised to allot relevant securities in pursuance of such
offer or agreement as if the authority had not expired.
SPECIAL RESOLUTION
5 That in substitution for all existing authorities to the extent
unutilised, the Directors, pursuant to Section 570 of the Act,
be empowered to allot equity securities (within the meaning
of Section 560 of the Act) for cash pursuant to the authority
conferred by Resolution 4 as if Section 561(1) of the Act did
not apply to any such allotment provided that this power shall
be limited to:
(a) the allotment of equity securities where such securities
have been offered (whether by way of a rights issue, open
offer or otherwise) to the holders of ordinary shares in
the capital of the Company in proportion (as nearly as
may be) to their holdings of such ordinary shares but
subject to such exclusions or other arrangements as the
34 STARVEST PLC | ANNUAL REPORT AND ACCOUNTS
(i) arising from the exercise of options and warrants
outstanding at the date of this resolution;
(ii) other than pursuant to (i) above, up to an aggregate
nominal value of £250,000, and this power shall, unless
previously revoked or varied by special resolution of the
Company in general meeting, expire at the earlier of
the conclusion of the next Annual General Meeting of
the Company and the date falling 15 months following
the date of the Annual General Meeting being convened
by this Notice. The Company may, before such expiry,
make offers or agreements which would or might require
equity securities to be allotted after such expiry and the
Directors are hereby empowered to allot equity securities
in pursuance of such offers or agreements as if the
power conferred hereby had not expired.
SPECIAL BUSINESS
6 That the Company be unconditionally and generally
authorised to make market purchases (as defined by the
Companies Act 2006 Section 701(1)) of Ordinary shares of
£0.01 each in its capital, provided that:
(a) the maximum number of shares that may be so
acquired is 5,900,000, being a number that approximates to
15% of the issued Ordinary share capital of the Company at
the date of the meeting;
(b) the minimum price that may be paid for the shares is
£0.01 per share, being the nominal value per share;
(c) the maximum price that may be paid is an amount equal
to or 5% higher than the average of the middle market
quotations per share as derived from the Daily List of the
AIM market of the London Stock Exchange for the five
business days immediately preceding the day on which the
shares are purchased; and
the authority conferred by this resolution shall expire on the
date falling fifteen months from the date of passing of this
resolution but not so as to prejudice the completion of a
purchase contracted before that date.
If you are a registered holder of Ordinary Shares in the Company,
whether or not you are able to attend the meeting, you may use
the enclosed form of proxy to appoint one or more persons to
attend and vote on a poll on your behalf. A proxy need not be a
member of the Company. A form of proxy is provided.
This may be sent by facsimile transfer to 01252 719 232 or by
mail using the reply paid card to:
Starvest AR 2014 Version 7 INNERS.indd 34-35
The Company Secretary, Starvest plc
c/o Share Registrars Limited
Suite E, First Floor, 9 Lion and Lamb Yard
Farnham, Surrey GU9 7LL
Appointment of proxy using hard copy proxy form
6. The notes to the proxy form explain how to direct your proxy
how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
In either case, the signed proxy must be received no later than
48 hours (excluding non-business days) before the time of the
meeting, or any adjournment thereof.
• completed and signed;
Registered Office:
55 Gower Street
London WC1E 6HQ
By order of the Board
John Watkins
Company Secretary
12 November 2014
Registered in England and Wales Number: 3981468
Notes to the Notice of General Meeting
Entitlement to attend and vote
1. Pursuant to Regulation 41 of The Uncertificated Securities
Regulations 2001 and paragraph 18(c) of The Companies Act
2006 (Consequential Amendments) (Uncertificated Securities)
Order 2009, the Company specifies that only those members
registered on the Company’s register of members 48 hours
before the time of the Meeting shall be entitled to attend and
vote at the Meeting. In calculating the period of 48 hours
mentioned above no account shall be taken of any part of a day
that is not a working day.
Appointment of proxies
2. If you are a member of the Company at the time set out in
note 1 above, you are entitled to appoint a proxy to exercise all
or any of your rights to attend, speak and vote at the Meeting
and you should have received a proxy form with this notice of
meeting. You can only appoint a proxy using the procedures set
out in these notes and the notes to the proxy form.
3. A proxy does not need to be a member of the Company but
must attend the Meeting to represent you. Details of how to
appoint the Chairman of the Meeting or another person as your
proxy using the proxy form are set out in the notes to the proxy
form. If you wish your proxy to speak on your behalf at the
Meeting you will need to appoint your own choice of proxy (not
the Chairman) and give your instructions directly to them.
• sent or delivered to Share Registrars Limited at Suite E,
First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9
7LL or by facsimile transmission to 01252 719 232; and
• received by Share Registrars Limited no later than 48
hours (excluding non-business days) prior to the Meeting.
In the case of a member which is a company, the proxy form
must be executed under its common seal or signed on its behalf
by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
Appointment of proxy by joint members
7. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority
is determined by the order in which the names of the joint
holders appear in the Company’s register of members in respect
of the joint holding (the first-named being the most senior).
Changing proxy instructions
8. To change your proxy instructions simply submit a new
proxy appointment using the methods set out above. Note that
the cut-off time for receipt of proxy appointments (see above)
also apply in relation to amended instructions; any amended
proxy appointment received after the relevant cut-off time will
be disregarded.
Where you have appointed a proxy using the hard-copy proxy
form and would like to change the instructions using another
hard-copy proxy form, please contact Share Registrars Limited
on 01252 821 390.
If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt
of proxies will take precedence.
Termination of proxy appointments
4. You may appoint more than one proxy provided each proxy is
9. In order to revoke a proxy instruction you will need to inform
appointed to exercise rights attached to different shares. You
the Company using one of the following methods:
may not appoint more than one proxy to exercise rights attached
to any one share. To appoint more than one proxy, please
By sending a signed hard copy notice clearly stating your
contact the registrars of the Company, Share Registrars Limited
intention to revoke your proxy appointment to Share Registrars
on 01252 821 390.
Limited at Suite E, First Floor, 9 Lion and Lamb Yard, Farnham,
Surrey GU9 7LL or by facsimile transmission to 01252 719 232. In
5. A vote withheld is not a vote in law, which means that the
the case of a member which is a company, the revocation notice
vote will not be counted in the calculation of votes for or against
must be executed under its common seal or signed on its behalf
the resolution. If no voting indication is given, your proxy will
by an officer of the company or an attorney for the company.
vote or abstain from voting at his or her discretion. Your proxy
Any power of attorney or any other authority under which the
will vote (or abstain from voting) as he or she thinks fit in
revocation notice is signed (or a duly certified copy of such power
relation to any other matter which is put before the Meeting.
or authority) must be included with the revocation notice.
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FINANCIAL STATEMENTS | NOTICE OF ANNUAL GENERAL MEETING
FINANCIAL STATEMENTS | NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of
Directors may deem necessary or expedient to deal with
Starvest plc (the “Company”) will be held at the offices of Grant
equity securities representing fractional entitlements and
Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU on
with legal or practical problems under the laws of, or the
Thursday 11 December 2014 at 11.30am for the purpose of
requirements of, any regulatory body or any stock exchange
considering and, if thought fit, passing the following resolutions
in, any territory; and
which will be proposed as ordinary resolutions in the cases of
resolutions 1 to 4 and 6 and as a special resolution in the case
(b) the allotment, other than pursuant to (a) above, of
equity securities:
of resolution 5.
ORDINARY BUSINESS
ORDINARY RESOLUTIONS
1 To receive the report of the Directors and the audited
financial statements of the Company for the year ended
30 September 2014.
2 To re-elect John Watkins as a Director of the Company, who
retires by rotation under the Articles of Association of the
Company and, being eligible, offers himself for re-election.
3 To re-appoint Grant Thornton UK LLP as auditors of the
Company to act until the conclusion of the next Annual
General Meeting and to authorise the Directors to determine
the remuneration of the auditors.
following section to the extent unutilised, the Directors
be generally and unconditionally authorised pursuant to
Section 551 of the Companies Act 2006 (the “Act”) to allot
relevant securities (within the meaning of section 560) up to
an aggregate nominal amount of £250,000. The authority
referred to in this resolution shall be in substitution for all
other existing authorities, and shall expire (unless previously
renewed, varied or revoked by the Company in general
meeting) at the earlier of the next Annual General Meeting
of the Company and the date falling 15 months following
the date of the Annual General Meeting being convened
by this Notice. The Company may, at any time prior to the
expiry of the authority, make an offer or agreement which
would or might require relevant securities to be allotted
after the expiry of the authority and the Directors are hereby
authorised to allot relevant securities in pursuance of such
offer or agreement as if the authority had not expired.
SPECIAL RESOLUTION
5 That in substitution for all existing authorities to the extent
unutilised, the Directors, pursuant to Section 570 of the Act,
be empowered to allot equity securities (within the meaning
of Section 560 of the Act) for cash pursuant to the authority
conferred by Resolution 4 as if Section 561(1) of the Act did
not apply to any such allotment provided that this power shall
be limited to:
(i) arising from the exercise of options and warrants
outstanding at the date of this resolution;
(ii) other than pursuant to (i) above, up to an aggregate
nominal value of £250,000, and this power shall, unless
previously revoked or varied by special resolution of the
Company in general meeting, expire at the earlier of
the conclusion of the next Annual General Meeting of
the Company and the date falling 15 months following
the date of the Annual General Meeting being convened
by this Notice. The Company may, before such expiry,
make offers or agreements which would or might require
equity securities to be allotted after such expiry and the
Directors are hereby empowered to allot equity securities
in pursuance of such offers or agreements as if the
power conferred hereby had not expired.
6 That the Company be unconditionally and generally
authorised to make market purchases (as defined by the
Companies Act 2006 Section 701(1)) of Ordinary shares of
£0.01 each in its capital, provided that:
(a) the maximum number of shares that may be so
acquired is 5,900,000, being a number that approximates to
15% of the issued Ordinary share capital of the Company at
the date of the meeting;
(b) the minimum price that may be paid for the shares is
£0.01 per share, being the nominal value per share;
(c) the maximum price that may be paid is an amount equal
to or 5% higher than the average of the middle market
quotations per share as derived from the Daily List of the
AIM market of the London Stock Exchange for the five
business days immediately preceding the day on which the
shares are purchased; and
the authority conferred by this resolution shall expire on the
date falling fifteen months from the date of passing of this
resolution but not so as to prejudice the completion of a
purchase contracted before that date.
4 That in substitution for all existing authorities under the
SPECIAL BUSINESS
If you are a registered holder of Ordinary Shares in the Company,
whether or not you are able to attend the meeting, you may use
(a) the allotment of equity securities where such securities
the enclosed form of proxy to appoint one or more persons to
have been offered (whether by way of a rights issue, open
attend and vote on a poll on your behalf. A proxy need not be a
offer or otherwise) to the holders of ordinary shares in
member of the Company. A form of proxy is provided.
the capital of the Company in proportion (as nearly as
may be) to their holdings of such ordinary shares but
This may be sent by facsimile transfer to 01252 719 232 or by
subject to such exclusions or other arrangements as the
mail using the reply paid card to:
The Company Secretary, Starvest plc
c/o Share Registrars Limited
Suite E, First Floor, 9 Lion and Lamb Yard
Farnham, Surrey GU9 7LL
In either case, the signed proxy must be received no later than
48 hours (excluding non-business days) before the time of the
meeting, or any adjournment thereof.
Registered Office:
55 Gower Street
London WC1E 6HQ
By order of the Board
John Watkins
Company Secretary
12 November 2014
Registered in England and Wales Number: 3981468
Notes to the Notice of General Meeting
Entitlement to attend and vote
1. Pursuant to Regulation 41 of The Uncertificated Securities
Regulations 2001 and paragraph 18(c) of The Companies Act
2006 (Consequential Amendments) (Uncertificated Securities)
Order 2009, the Company specifies that only those members
registered on the Company’s register of members 48 hours
before the time of the Meeting shall be entitled to attend and
vote at the Meeting. In calculating the period of 48 hours
mentioned above no account shall be taken of any part of a day
that is not a working day.
Appointment of proxies
2. If you are a member of the Company at the time set out in
note 1 above, you are entitled to appoint a proxy to exercise all
or any of your rights to attend, speak and vote at the Meeting
and you should have received a proxy form with this notice of
meeting. You can only appoint a proxy using the procedures set
out in these notes and the notes to the proxy form.
3. A proxy does not need to be a member of the Company but
must attend the Meeting to represent you. Details of how to
appoint the Chairman of the Meeting or another person as your
proxy using the proxy form are set out in the notes to the proxy
form. If you wish your proxy to speak on your behalf at the
Meeting you will need to appoint your own choice of proxy (not
the Chairman) and give your instructions directly to them.
4. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You
may not appoint more than one proxy to exercise rights attached
to any one share. To appoint more than one proxy, please
contact the registrars of the Company, Share Registrars Limited
on 01252 821 390.
5. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the Meeting.
Appointment of proxy using hard copy proxy form
6. The notes to the proxy form explain how to direct your proxy
how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
• completed and signed;
• sent or delivered to Share Registrars Limited at Suite E,
First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9
7LL or by facsimile transmission to 01252 719 232; and
• received by Share Registrars Limited no later than 48
hours (excluding non-business days) prior to the Meeting.
In the case of a member which is a company, the proxy form
must be executed under its common seal or signed on its behalf
by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
Appointment of proxy by joint members
7. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority
is determined by the order in which the names of the joint
holders appear in the Company’s register of members in respect
of the joint holding (the first-named being the most senior).
Changing proxy instructions
8. To change your proxy instructions simply submit a new
proxy appointment using the methods set out above. Note that
the cut-off time for receipt of proxy appointments (see above)
also apply in relation to amended instructions; any amended
proxy appointment received after the relevant cut-off time will
be disregarded.
Where you have appointed a proxy using the hard-copy proxy
form and would like to change the instructions using another
hard-copy proxy form, please contact Share Registrars Limited
on 01252 821 390.
If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt
of proxies will take precedence.
Termination of proxy appointments
9. In order to revoke a proxy instruction you will need to inform
the Company using one of the following methods:
By sending a signed hard copy notice clearly stating your
intention to revoke your proxy appointment to Share Registrars
Limited at Suite E, First Floor, 9 Lion and Lamb Yard, Farnham,
Surrey GU9 7LL or by facsimile transmission to 01252 719 232. In
the case of a member which is a company, the revocation notice
must be executed under its common seal or signed on its behalf
by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the
revocation notice is signed (or a duly certified copy of such power
or authority) must be included with the revocation notice.
34 STARVEST PLC | ANNUAL REPORT AND ACCOUNTS
Starvest AR 2014 Version 7 INNERS.indd 34-35
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FINANCIAL STATEMENTS | NOTICE OF ANNUAL GENERAL MEETING
In either case, the revocation notice must be received by Share
Registrars Limited no later than 48 hours (excluding non-
business days) prior to the Meeting.
If you attempt to revoke your proxy appointment but the
revocation is received after the time specified then, subject
to the paragraph directly below, your proxy appointment will
remain valid.
Appointment of a proxy does not preclude you from attending
the Meeting and voting in person. If you have appointed a proxy
and attend the Meeting in person, your proxy appointment will
automatically be terminated.
Issued shares and total voting rights
10. As at 31 October 2014, the Company’s issued share capital
comprised 39,417,259 ordinary shares of £0.01 each of which
2,300,000 were held in treasury. Each ordinary share carries
the right to one vote at a general meeting of the Company and,
therefore, the total number of voting rights in the Company as
at 31 October 2014 is 37,117,259.
Communications with the Company
11. Except as provided above, members who have general
queries about the Meeting should telephone John Watkins on
01483 771992 (no other methods of communication will be
accepted). You may not use any electronic address provided
either in this notice of general meeting; or any related
documents (including the chairman’s letter and proxy form),
to communicate with the Company for any purpose other than
those expressly stated.
Notes to the proxy form
1. As a member of the Company you are entitled to appoint a
proxy to exercise all or any of your rights to attend, speak and
vote at a general meeting of the Company. You can only appoint
a proxy using the procedures set out in these notes.
2. Appointment of a proxy does not preclude you from attending
the meeting and voting in person. If you have appointed a proxy
and attend the meeting in person, your proxy appointment will
automatically be terminated.
3. A proxy does not need to be a member of the Company but
must attend the meeting to represent you. To appoint as your
proxy a person other than the Chairman of the meeting, insert
their full name in the box. If you sign and return this proxy form
with no name inserted in the box, the Chairman of the meeting
will be deemed to be your proxy. Where you appoint as your
proxy someone other than the Chairman, you are responsible
for ensuring that they attend the meeting and are aware of your
voting intentions.
4. You may appoint more than one proxy provided each proxy
is appointed to exercise rights attached to different shares.
You may not appoint more than one proxy to exercise rights
attached to any one share. To appoint more than one proxy
please contact the registrars of the Company, Share Registrars
Limited, on 01252 821 390.
36 STARVEST PLC | ANNUAL REPORT AND ACCOUNTS
5. To direct your proxy how to vote on the resolutions mark
the appropriate box with an ‘X’. To abstain from voting on a
resolution, select the relevant “Vote withheld” box. A vote
withheld is not a vote in law, which means that the vote will
not be counted in the calculation of votes for or against the
resolution. If no voting indication is given, your proxy will vote or
abstain from voting at his or her discretion. Your proxy will vote
(or abstain from voting) as he or she thinks fit in relation to any
other matter which is put before the meeting.
6. To appoint a proxy using this form, the form must be:
• completed and signed;
• sent or delivered to Share Registrars Limited at Suite E,
First Floor, 9 Lion and Lamb Yard, Farnham, Surrey
GU9 7LL; and
• received by Share Registrars Limited no later than 48
hours (excluding non-business days) before the time of
the meeting.
7. In the case of a member which is a company, this proxy form
must be executed under its common seal or signed on its behalf
by an officer of the company or an attorney for the company.
8. Any power of attorney or any other authority under which this
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
9. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority
is determined by the order in which the names of the joint
holders appear in the Company’s register of members in respect
of the joint holding (the first-named being the most senior).
10. If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt
of proxies will take precedence.
11. For details of how to change your proxy instructions or revoke
your proxy appointment see the notes to the notice of meeting.
12. You may not use any electronic address provided in this
proxy form to communicate with the Company for any purposes
other than those expressly stated.
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Starvest plc
67 Park Road, Woking,
Surrey, GU22 7DH
Telephone : 01483 771992
Fax : 01483 772087
www.starvest.co.uk
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