TIDMRDGC
RNS Number : 8211Q
Ridgecrest PLC
01 November 2021
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the UK Market Abuse Regulation.
With the publication of this announcement, this information is now
considered to be in the public domain.
Ridgecrest plc
("Ridgecrest" or the "Company")
Final results for the year ended 31 March 2021
Ridgecrest, an AIM Rule 15 cash shell, announces its final
audited results for the year ended 31 March 2021.
Enquiries:
Ridgecrest plc www.ridgecrestplc.com
Robert Thesiger, Chairman 07714 502807
Allenby Capital Limited (Nominated Adviser and
Joint Broker)
Nick Naylor / Liz Kirchner 020 3328 5656
Peterhouse Capital Limited (Joint Broker)
Lucy Williams / Duncan Vasey 020 7469 0930
CHAIRMAN'S STATEMENT
Ridgecrest plc was formerly called Nakama Group plc and was a
recruitment business. During the course of 2020 the Board made
several announcements relating to the financial instability of the
business in light of the COVID 19 outbreak and its trading
environment. Various recapitalisation strategies were pursued by
the Board , but none of them came to fruition. The Board therefore
embarked on a sale process and in January 2021 the whole of the
Group's business and assets were sold to Sanderson Group Plc.
Nakama Group plc was re-named Ridgecrest plc and became an AIM Rule
15 cash shell. The Company raised GBP2 million of new funds in
mid-January 2021 since when it has been seeking and negotiating a
suitable reverse takeover for the shell .
On 6 July 2021 the Company announced that it entered into a
non-binding heads of agreement with Mr Cristian Rada, as a result
of which, subject to, inter alia, the execution of a
legally-binding share purchase agreement, Ridgecrest would acquire
Airline Invest SA and its wholly owned subsidiaries, Blue Air
Aviation SA and Blue Air Technic SRL (together "Blue Air", a
low-cost airline based in Romania).
At the same time, trading in the Company's shares on AIM was
suspended as neither a Reverse Takeover nor readmission to trading
on AIM as an investing company under the AIM Rules had been
completed within six months of the disposal of the Group's
operating business. Should the Company not complete a reverse
transaction within six months of the date of suspension or be
re-admitted to trading on AIM as an investing company under the AIM
Rules, it is expected that the Company's shares will be cancelled
from trading on AIM.
On 25 October, the Company announced that it had terminated
negotiations on the proposed reverse takeover of Blue Air, as a
consequence of Blue Air's inability to raise the pre-RTO funding
that was the principal condition of the non-binding heads of
agreement between Ridgecrest and Blue Air's vendors.
The Board of Ridgecrest has concluded that it is in the
Company's shareholders' best interests to pursue an alternative
transaction. The Board hope to be able to make a further
announcement regarding an alternative transaction in the near
future.
Robert Thesiger
Chairman
29 October 2021
CONSOLIDATED INCOME STATEMENT
FOR THE YEARED 31 MARCH 2021
Note Continuing Discontinued Total Continuing Discontinued Total
operations operations operations operations
2021 2021 2021 2020 2020 2020
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ---- ----------- ------------ -------- ----------- ------------ ---------
Revenue 4 - 4,633 4,633 - 9,719 9,719
Cost of sales - (3,432) (3,432) - (6,805) (6,805)
------------------------- ---- ----------- ------------ -------- ----------- ------------ ---------
2,914
Net fee income - 1,201 1,201 - 2,914 (3,014)
Administrative costs (509) (1,175) (1,684) (572) (2,442)
------------------------- ---- ----------- ------------ -------- ----------- ------------ ---------
Operating (loss)/profit 8 (509) 26 (483) (572) 472 (100)
Other operating income
(expense)
Finance costs 5 - (5) (5) - (14) (14)
Group gain on sale
of subsidiaries 25 - 437 437 - - -
- - - -
Other income 6 - 88 88 - - -
------------------------- ---- ----------- ------------ -------- ----------- ------------ ---------
(Loss)/profit before
tax (509) 546 37 (572) 458 (114)
Tax expense 9 - (30) (30) - (8) (8)
------------------------- ---- ----------- ------------ -------- ----------- ------------ ---------
(Loss)/profit for
the period attributable
to owners of the
parent (509) 516 7 (572) 450 (122)
------------------------- ---- ----------- ------------ -------- ----------- ------------ ---------
Earnings per share
Basic and diluted
(loss)/profit per
share attributable
to owners of the
parent 10 (0.22)p 0.22p 0.00p (0.49)p 0.38p (0.10)p
========================= ==== =========== ============ ======== =========== ============ =========
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 MARCH 2021
2021 2020
GBP'000 GBP'000
===================================================== ======== ========
Profit / (loss) for the year 7 (122)
===================================================== ======== ========
Exchange difference on translation of foreign
operations (9) 7
===================================================== ======== ========
Total comprehensive loss for the period attributable
to owners of the parent (2) (115)
===================================================== ======== ========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2021
Company number 1700310
2021 2020
Note GBP'000 GBP'000
============================================== ======= =======
Assets
Non-current assets
Property, plant and equipment 13 - 13
Deferred tax asset 18 - 18
============================================== ======= =======
Total - 31
---------------------------------------------- ------- -------
Current assets
Trade and other receivables 14 47 1,497
Cash and cash equivalents 2,001 190
============================================== ======= =======
Total 2,048 1,687
============================================== ======= =======
Total assets 2,048 1,718
============================================== ======= =======
Current liabilities
Trade and other payables 15 (74) (830)
Borrowings 16 - (801)
============================================== ======= =======
Total (74) (1,631)
============================================== ======= =======
Net Assets 1,974 87
============================================== ======= =======
Equity
Share capital 24 1,936 1,602
Share premium account 4,097 2,580
Merger reserve 90 90
Employee share benefit trust reserve (61) (61)
Currency reserve 3 12
Retained earnings (4,091) (4,136)
============================================== ======= =======
Total equity attributable to the shareholders
of the Company 1,974 87
============================================== ======= =======
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 31 MARCH 2021
Employee
share
Share Share Merger benefit Currency Retained Total
====================
capital premium reserve reserve reserve earnings equity
====================
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
==================== ======= ======= ======== ============== ========== ========== =======
At 1 April 2019 1,602 2,580 90 (61) 5 (4,014) 202
==================== ======= ======= ======== ============== ========== ========== =======
Loss for the year - - - - - (122) (122)
Other comprehensive
income - - - - 7 - 7
==================== ======= ======= ======== ============== ========== ========== =======
Total comprehensive
income for the
year - - - - 7 (122) (115)
==================== ======= ======= ======== ============== ========== ========== =======
At 1 April 2020 1,602 2,580 90 (61) 12 (4,136) 87
==================== ======= ======= ======== ============== ========== ========== =======
Contributions
to owners
Issue of shares 334 1,517 - - - - 1,851
Issue of share
option - - - - - 38 38
-------------------- ------- ------- -------- -------------- ---------- ---------- -------
334 1,517 - - - 38 1,889
-------------------- ------- ------- -------- -------------- ---------- ---------- -------
Comprehensive
income for the
year
Profit for the
year - - - - - 7 7
Other comprehensive
income - - - - (9) (9)
==================== ======= ======= ======== ============== ========== ========== =======
Total comprehensive
income for the
year - - - - - 7 (2)
==================== ======= ======= ======== ============== ========== ========== =======
At 31 March 2021 1,936 4,097 90 (61) 3 (4,091) 1,974
==================== ======= ======= ======== ============== ========== ========== =======
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 MARCH 2021
Continuing Discontinued Total Continuing Discontinued Total
Operations Operations Operations Operations
2021 2021 2021 2020 2020 2020
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Operating activities
(Loss)/profit for the
year before tax (509) 546 37 (572) 458 (114)
Depreciation of property,
plant and equipment 13 - 3 3 - 8 8
(Profit)/loss on disposal
of fixed assets - (1) (1) - - -
Group gain on sale of
subsidiaries 25 - (437) (437) - - -
Net finance costs 5 - 5 5 - 14 14
Tax credit/( paid) - 30 30 - (8) (8)
(Increase) decrease in
trade and other receivables (9) 1,459 1,450 213 (111) 102
Increase (decrease) in
trade and other payables 1 (757) (756) (44) (277) (321)
- -
====================================== ========== ============ ======= ========== ============ ==========
Net cash (used in) generated
by operating activities (517) 848 331 (403) 84 (319)
====================================== ========== ============ ======= ========== ============ ==========
Cash flows from investing
activities
Proceeds from sale of
(purchase of) property
and equipment - 14 14 - (13) (13)
Sold and liquidated subsidiaries 700 (280) 420 407 (407) -
Net cash inflow (outflow)
from investing activities 700 (266) 434 407 (420) (13)
====================================== ========== ============ ======= ========== ============ ==========
Financing activities
Issue of shares 1,851 - 1,851 - - -
(Decrease) increase in
invoice discounting facility - (801) (801) - 363 363
Finance cost paid - (5) (5) - (14) (14)
====================================== ========== ============ ======= ========== ============ ==========
Net cash inflow (outflow)
from financing activities 1,851 (806) 1,045 - 349 349
====================================== ========== ============ ======= ========== ============ ==========
Net changes in cash and
cash equivalent 2,034 (224) 1,810 4 13 17
Cash and cash equivalents,
beginning of year 7 183 190 3 163 166
Effect of foreign exchange
rate movements - 1 1 - 7 7
Cash and cash equivalents
at end of year 2,041 (40) 2,001 7 183 190
====================================== ========== ============ ======= ========== ============ ==========
Cash and cash equivalents
for the purpose of the
statement of cash flows
comprises:
Cash at bank 2,041 (40) 2,001 7 183 190
- -
====================================== ========== ============ ======= ========== ============ ==========
Cash and cash equivalents
at end of year 2,041 (40) 2,001 7 183 190
====================================== ========== ============ ======= ========== ============ ==========
NOTES TO THE FINANCIAL STATEMENTS
A full set of notes to the Financial Statements is included in
the Annual Report.
1. Nature of operations and general information
At 31 March 2021 Ridgecrest plc (the "parent company") was an
AIM Rule 15 cash shell company. Until January 2021, when the
trading subsidiaries were sold, the business included Nakama; a
global recruitment consultancy for the digital technology and
interactive media industry and also Highams; a technology and
business information recruitment consultancy for the insurance and
investment management industry.
Ridgecrest plc changed its name from Nakama Group plc on 29
December 2020. It is registered in England and Wales with the
company number 01700310. The address of Ridgecrest plc's registered
office, which is also its principal place of business, is New Kings
Court Tollgate Chandler's Ford Eastleigh Hampshire SO53 3LG. The
details of the previous subsidiary undertakings are listed in note
5 to the Company financial statements.
The parent company's shares are listed on the London Stock
Exchange's Alternative Investment Market (AIM). The Group
consolidated full year financial statements are presented in
British pounds (GBP), which is also the functional currency of the
Company.
2. Accounting policies
Basis of preparation
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS)
UK adopted, and with those parts of the Companies Act 2006
applicable to companies preparing their accounts under IFRS.
The financial statements have been prepared under the historical
cost convention. The principal accounting policies of the group are
set out below.
The accounting policies that have been applied in the opening
statement of financial position have also been applied throughout
all periods presented in these financial statements.
The areas where significant judgements and estimates have been
made in preparing the financial statements and their effect are
disclosed in note 2.
Going concern
In determining the appropriate basis of preparation of the
financial statements, the Directors are required to consider
whether the Company can continue in operational existence for the
foreseeable future. The parent company had cash and cash
equivalents of GBP2,001,000 and net current assets of GBP1,974,000
as at 31 March 2021.
The parent company is an AIM Rule 15 cash shell and as such is
seeking a suitable target business to perform a reverse takeover
(RTO). The Board believes that there is sufficient working capital
to perform such a transaction.
8.Operating loss
The loss on ordinary activities before taxation is stated after
charging:
The analysis of auditor's remuneration is as follows:
2021 2020
GBP'000 GBP'000
--------------------------------------------------------- --- -------- --------
Remuneration received by Company's auditor or
an associate of the Company's auditor:
Company annual accounts 6 6
Group annual accounts 18 11
Money purchase pension contributions
============================================================== ======== ========
24 17
------------------------------------------------------------- -------- --------
Other fees payable to the Company's auditors:
Audit of subsidiary companies - 10
Tax compliance 2 5
Other compliance - 9
-------------------------------------------------------------- ======== ========
26 41
============================================================= ======== ========
Depreciation of equipment 3 8
Profit on disposal of fixed asset and exchange (1) -
Foreign exchange loss (gain) (14) 15
Operating lease rentals - property: 119 266
Staff costs (Note 6) 1,109 1,783
============================================================== ======== ========
9. Income tax expense
2021 2020
GBP'000 GBP'000
------------------- -------- --------
Current tax charge 30 8
==================== ======== ========
30 8
------------------- -------- --------
The relationship between the expected tax expense based on the
effective tax rate of the Group at 19% (2020: 19%) and the tax
expense actually recognised in the consolidated income statement
can be reconciled as follows:
2021 2020
GBP'000 GBP'000
------------------------------------------------- --- -------- --------
Result for the year before taxation 37 (114)
Expected tax expense 7 (22)
Income not deductible for tax purposes (74) (115)
Unrecognised deferred tax 97 145
Difference in tax rates between UK and overseas - -
-
----------------------------------------------------- -------- --------
Total income tax expense 30 8
====================================================== ======== ========
10. Loss per share
2021 2020
========== ========== ======= ======== ==========
Weighted Weighted
average average
number Earnings number Earnings
of of
(Loss) shares per share (Loss) shares per share
GBP'000 '000 p GBP'000 '000 p
====================== ======= ========== ========== ======= ======== ==========
Basic profit (loss)
per share 7 225,562 (0.00) (122) 117,607 (0.10)
====================== ======= ========== ========== ======= ======== ==========
Diluted profit (loss)
per share * 7 236,385 (122) 120,027
---------------------- ------- ---------- ---------- ------- -------- ----------
The weighted average number of shares excludes 183,953 (2020:
183,953) shares held by the Employee Share Benefit Trust.
* No diluted earnings per share is shown since the effect would
be anti-dilutive.
11. Intangible assets
The amounts recognised in the statement of financial position
relate to the following:
Customer
Software Goodwill Relationship Database Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost:
At 1 April 2020 167 487 647 227 1,528
Disposal (167) (487) (647) (227) (1,528)
========================= ========== ========== ============= ========== =========
At 31 March 2021 - - - - -
========================= ========== ========== ============= ========== =========
Amortisation/impairment:
At 1 April 2020 167 487 647 227 1,528
Disposal (167) (487) (647) (227) (1,528)
========================= ========== ========== ============= ========== =========
At 31 March 2021 - - - - -
========================= ========== ========== ============= ========== =========
Net book amount:
At 31 March 2021 - - - - -
========================= ========== ========== ============= ========== =========
Customer
Software Goodwill Relationship Database Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost:
At 1 April 2019 167 487 647 227 1,528
At 31 March 2020 167 487 647 227 1,528
=========================== ========== ========== ============= ========== =========
Amortisation/impairment:
At 1 April 2019 167 487 647 227 1,528
Impairment charge for year - - - - -
Amortisation charge for - - - - -
year
=========================== ========== ========== ============= ========== =========
At 31 March 2020 167 487 647 227 1,528
Net book amount:
At 31 March 2020 - - - - -
At 31 March 2019
=========================== ========== ========== ============= ========== =========
12. Goodwill
The Goodwill arose on the acquisition of Nakama Group in October
2011. The business formed part of the Group with effect from the
date of acquisition of Nakama offices in London, Australia and Hong
Kong.
The carrying amount of goodwill was allocated to the cash
generating units (CGU's) as follows:
Nakama Nakama Nakama
London Hong Kong Nakama Sydney Melboune Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost:
At 1 April
2020 255 28 168 36 487
Disposal (255) (28) (168) (36) (487)
------------------ ------------ --------------- -------------------- -------------------- ---------------
At 31 March - - - - -
2021
------------------ ------------ --------------- -------------------- -------------------- ---------------
Impairment:
As at 1 April
2020 255 28 168 36 487
Disposal (255) (28) (168) (36) (487)
As at 31 March - - - - -
2021
------------------ ------------ --------------- -------------------- -------------------- ---------------
Net book amount:
As at 31 March - - - - -
2021
As at 31 March - - - - -
2020
------------------ ------------ --------------- -------------------- -------------------- ---------------
The Group is required to test, on an annual basis, whether
goodwill has suffered any impairment. Impairment tests were
undertaken annually on 31 March using value in use calculations for
each CGU. The value in use calculations were based on cash flow
projections from formally approved budgets covering a 12 month
period and an extrapolation from that budget covering a further 4
years plus a terminal value. The key assumptions within the
calculations were considered to be revenue growth and the discount
rate.
Following the impairment review for the year ended 31 March 2018
goodwill was written off. The businesses have now been sold and
hence the goodwill is no longer recognised.
16. Borrowings
2021 2020
GBP'000 GBP'000
-------------------- ------------------- -------------------
Current liabilities
==================== =================== ===================
Invoice discounting - 801
==================== =================== ===================
The Group's confidential invoice discounting facilities of
GBP2,500,000 were terminated in January 2021 (2020:
GBP2,500,000).
17.Commitments
The total future value of minimum lease payments is due as
follows:
Land and buildings 2021 2020
---------------------------------- -------------------- ------------- -------------------
Not later than one year - - - 137 1
Later than 1 year and not later
than 5 years Later than 5 years - - 31 -
- - -
=================================== ================================= ========== =======
- - 168 1
==================== ================================================ ========== =======
Lease payments recognised as an expense during the year amount
to GBP119,000 (2020: GBP266,000). No sublease income was expected
as all assets held under lease agreements were used exclusively by
the Group. All leases relate to offices and office equipment.
Operating lease agreements do not contain any contingent rent
clauses. None of the operating lease agreements contain renewal or
purchase options or escalation clauses or any restrictions
regarding further leasing.
As at 31 March 2021, there were no outstanding lease
commitments.
18. Deferred tax
Deferred tax recognised in the financial statements is set out
below
2021 2020
GBP'000 GBP'000
============================================= ======== ============
Movement on deferred taxation balance in the
period As at 1 April 2020
(Charge)/credit to profit and loss 18 18
(18) -
============================================= ======== ============
As at 31 March 2021 - 18
============================================= ======== ============
2021 2020
GBP'000 GBP'000
============================================= ======== =================
Available trading losses Accelerated capital - -
allowances - 18
============================================= ======== =================
Deferred tax asset - 18
============================================= ======== =================
In accordance with IAS 12 "Income Taxes", the deferred tax asset
has been recognised to the extent that trade losses will be
recoverable against profits in the foreseeable future. The deferred
tax asset brought forward from the previous year in relation to the
trading losses in Highams Recruitment Limited only was fully
utilised in the current year. The temporary differences for which
the deferred tax asset has not been provided in the financial
statements are set out below:
2021 2020
GBP'000 GBP'000
================================ ======== ========
UK losses 509 692
Accelerated capital allowances - 69
================================ ======== ========
509 761
================================ ======== ========
No deferred tax is recognised for the Company's losses being a
cash shell company. It is not probable that they will be recovered
against the reversal of deferred tax liabilities or other future
taxable profits.
19. Related party transactions and controlling related party
There were no related party transactions in the year.
Summary of financial assets and liabilities by category
The carrying amounts of the Group's financial assets and
liabilities as recognised at the statement of financial position
date of the years under review may also be categorised as
follows:
Financial
Cash, liabilities Non-
loans Non-financial at amortised financial Total
Statement of financial position and receivables assets cost liabilities 2021
headings GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Trade receivables 40 - - - 40
Cash at bank 2,001 - - - 2,001
Prepayments - 7 - - 7
Other taxes and social security
costs - - - (1) (1)
Accruals - - (73) - (73)
Total 2,041 7 (73) (1) 1,974
22. Employee share schemes
(a) EMI option scheme
The EMI option scheme has been terminated.
(b) Employee Share Benefit Trust
An Employee Share Benefit Trust was established in November 1995
and its Trustees have the power to grant options to eligible
employees over shares in the Company at the Trust's expense, and
the Company's discretion, upon such terms as they think fit and to
purchase such shares to be acquired by the eligible employees.
The Company did not make any contributions to the Trust during
the year (2020: GBPnil). The Trust holds 183,953 shares in the
Company, with a market value of GBP2,723 (2020: 183,953 shares at a
market value of GBP1,647). These shares were purchased at a cost of
GBP61,000.
No shares have been transferred to employees or were under
option as at 31 March 2021. The Trust's only other asset at 31
March 2021 was cash at bank of GBP2,111 (2020: GBP2,111) which is
included in the Group's statement of financial position as part of
cash and cash equivalents. The Trust had no liabilities.
All other options granted in prior years have lapsed and no
other types of options were granted in the year.
(c) Share based options
The establishment of the Share Option Plan was approved by
shareholders in 2008. The share option is designed to provide
long-term incentives for key management personnel (including
directors) to deliver long-term shareholder returns. Under the
plan, participants are granted options which only vest if certain
performance standards are met. Participation in the plan is at the
board's discretion and no individual has a contractual right to
participate in the plan or to receive any guaranteed benefits. The
amount of options that will vest depends on the parent company's
total return to shareholders (TSR), including share price growth,
dividends and capital returns, ranking within a peer group of 20
selected companies that are listed on the London Stock Exchange
over a three year period. Once vested, the options remain
exercisable for a period of two years. Options are granted under
the plan for no consideration and carry no dividend or voting
rights. When exercisable, each option is convertible into one
ordinary share fourteen days after the release of the half-yearly
and annual financial results of the group to the market. The
exercise price of options is based on the weighted average price at
which the company's shares are traded on the London Stock Exchange
during the week up to and including the date of the grant.
The directors are committed to pursuing acquisition
opportunities with a view to conducting a reverse takeover. They
believe that successfully executing a reverse takeover will deliver
value for their shareholders. As a cash shell company, they are
mindful of managing cash and costs carefully. To that end, they
consider that these Share Options are an appropriate way to
incentivise the directors and to align their interests with
shareholders.
Set out below are summaries of share options:
Number
of
Average Average
exercise exercise
price price
per share per share Number
option options option of options
(pence) (thousands) (pence) (thousands)
2021 2021 2020 2020
-------------------------- ---------- ------------- ---------- -------------
As at 31 March 2020 0.023 1,345 0.023 1,345
Granted during the year 0.017 20,301 - -
Exercised during the year - - - -
Forfeited during the year - - - -
-------------------------- ---------- ------------- ---------- -------------
As at 31 March 2021 0.193 21,646 0.023 1,345
-------------------------- ---------- ------------- ---------- -------------
The new share options were granted on 22 January 2021 (5,301,000
shares) and 24 February 2021 (15,000,000 shares). The options
granted represent 4.5 per cent of the Company's current issued
share capital.
The fair value of the share options at grant date is equivalent
to the London Stock Exchange mid-market closing price of an
ordinary share at the grant date. This is also the determined
exercise price. The options are exercisable from the date falling
12 months from the date of grant. The average contractual life of
the options is ten years.
The amount charged to profit and loss in 2021 is GBP35,746.
23. Contingent liability
The previous dispute for the repayment of intercompany balances
with Nakama Sydney has been settled and there were no contingent
liabilities at 31 March 2021.
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