TIDMRUBI

RNS Number : 6632S

Rubicon Diversified Investments PLC

24 November 2011

Rubicon Diversified Investments Plc ("The Company") Statement of results for the year ended 30 June 2011

Rubicon Diversified Investments Plc (AIM: RUBI) announces its results for the year ended 30 June 2011.

Highlights

-- Sale of Rubicon Software Limited for GBP140,000 plus conversion of 9.3 million of the Company's shares into deferred shares, in August 2011

   --      Change of strategic direction as investment company 
   --      Placing of new shares to raise GBP400,000 announced in November 2011 

For more information contact:

Rubicon Diversified Investments Plc www.rubicondiv.co.uk Robert Burnham, Chairman - 07776 133421

   WH Ireland Limited (Nominated Advisor and Broker)                      www.wh-ireland.co.uk John Wakefield - 0117 945 3420 

Chairman's statement

Disposal of Rubicon Software Limited

As announced on 14 July 2011 and confirmed on 5 August 2011, the Company sold its entire shareholding in Rubicon Software Limited (RSL) to iAccel Limited, a company controlled by Alistair Hancock. Consideration for the sale amounted to approximately GBP140,000 in cash plus the conversion of 9,312,576 of the Company's shares (representing approximately 21% of the Company's issued share capital) held by Alistair Hancock, into deferred shares to which no rights attach.

The rationale for the disposal was explained in some detail in the announcement on 14 July 2011. In short, the Directors were of the view that the prospects for RSL yielding a significant increase in shareholder returns were small, and hence they believed that the Company should take a new strategic course as an investment company with a view to creating increased shareholder value through diversifying into a new market sector or sectors offering more visible growth potential.

This course of action was approved by shareholders at a general meeting held on 5 August 2011 and the disposal was duly completed.

Shortly afterwards, the Company's name was changed to Rubicon Diversified Investments Plc, reflecting the change in strategic direction.

Placing of shares

As announced on 18 November 2011, the Company has raised GBP400,000 by way of a placing of 40,000,000 ordinary shares at 1p per share with Lonrho PLC and certain individual investors. Of the 40,000,000 ordinary shares, the placing of 36,000,000 is conditional on the passing of various resolutions at a general meeting to be held on 13 December 2011.

The proceeds of the placing will be used to enable the Company to undertake due diligence on identified potential acquisition opportunities. More details of the placing and the resolutions to be put before shareholders at the general meeting to be held on 13 December 2011 were given in the circular to shareholders dated 18 November 2011 which was sent to shareholders and is available for download from the Company's website at www.rubicondiv.co.uk.

Financial results

As the disposal was completed after the year end the accompanying Group financial statements include the results of RSL. However, as the disposal was highly probable as at the period end, those results are classified as discontinued activities.

The Group's loss for the year amounts to GBP43,000 (2010: profit of GBP43,000) which includes profit from discontinued operations of GBP25,000 (2010: GBP91,000).

Future plans and prospects

The Directors are investigating various investment opportunities consistent with the Company's proposed new investing policy. On 18 November 2011 the Company announced its intention to focus on investment opportunities in the aviation and aviation services sector with a particular focus on Africa, subject to the new investing policy being adopted by shareholders at the General Meeting to be held on 13 December 2011.

We are confident that in the coming months, assisted by our new shareholders and Board members, we will be able to identify one or more suitable opportunities for acquisition, and we look forward to building the Company into a significant participant in the global aviation and aviation services sector with a particular focus on Africa.

Robert Burnham

Chairman

23 November 2011

 
 
 
 Consolidated statement of comprehensive 
 income 
                                                   2011      2010 
                                                GBP'000   GBP'000 
 
 Continuing operations 
 Revenue                                              -         - 
Operating charges                                  (68)      (48) 
 
Operating loss                              3      (68)      (48) 
 
Finance income                                        -         - 
Finance charges                                       -         - 
 
Loss from continuing activities before tax         (68)      (48) 
 
 
 
Tax charge                                                -         - 
Loss from continuing activities after tax              (68)      (48) 
 
 Profit from discontinued operations 2                   25        91 
--------------------------------------------------  -------  -------- 
(Loss)/profit and total comprehensive income 
 for the year                                          (43)        43 
==================================================  =======  ======== 
 
(Loss)/profit per share (basic and diluted)           Pence     Pence 
 
Continuing operations                                 (0.16)      (0.12) 
 Discontinued operations                                0.06        0.22 
 
Total                                                 (0.10)        0.10 
--------------------------------------------------  --------  ---------- 
 
 
 

Consolidated balance sheet

 
                                                 2011      2010 
                                              GBP'000   GBP'000 
Assets 
 Non-current assets 
Trade and other receivables due after more 
 than one year                                      -       328 
Property, plant and equipment                       -         9 
 
                                                    -       337 
-------------------------------------------  --------  -------- 
 
 

Current assets

 
Cash and cash equivalents                       3    7 
Trade and other receivables due within one 
 year                                           5  190 
 
                                                8  197 
--------------------------------------------  ---  --- 
 
 Assets held for sale                        2431    - 
-------------------------------------------   ---  --- 
Total assets                                  439  534 
============================================  ===  === 
 

Equity

 
Called up equity share capital                     437      436 
Share premium account                              416      414 
Share option reserve                                14       17 
Merger reserve                                     596      596 
Retained earnings                              (1,266)  (1,238) 
 
Total equity                                       197      225 
-----------------------------------------      -------  ------- 
 
Liabilities 
Non-current liabilities 
Trade and other payables                             -        4 
 
 Current liabilities 
Trade and other payables                            29      305 
 
 Liabilities associated with assets held 
 for sale                                   2      213        - 
-----------------------------------------      -------  ------- 
Total liabilities                                  242      309 
-----------------------------------------      -------  ------- 
 
Total liabilities and equity                       439      534 
=========================================      =======  ======= 
 
 
Consolidated cash flow statement 
                                                    2011      2010 
 Operating activities                            GBP'000   GBP'000 
Result for the year                                 (43)        43 
Impairment of intangible assets                        -       166 
Amortisation of intangible assets                      -        60 
Depreciation of property, plant and equipment          7        14 
Change in trade and other receivables                106     (320) 
Change in trade and other payables                   (5)         4 
Share option charges                                  12         2 
Cash flows from operating activities                  77      (31) 
 
Investing activities 
Purchase of property, plant and equipment            (7)       (3) 
Net cash used in investing activities                (7)       (3) 
 
Financing activities 
Proceeds from the issue of shares                      3        35 
Loans advanced                                         -        61 
Loans repaid                                        (61)         - 
Finance lease payments                               (2)         - 
Interest paid                                          -       (1) 
----------------------------------------------  --------  -------- 
Net cash movement from financing                    (60)        95 
 
Net movement in cash                                  10        61 
Opening cash balance                                   7      (54) 
----------------------------------------------  --------  -------- 
Closing cash balance                                  17         7 
==============================================  ========  ======== 
 
 

Classified on the Group balance sheet as:

 
Cash and cash equivalents     3  7 
Assets held for sale        214  - 
-------------------------- 
Closing cash balance         17  7 
========================== 
 
 

Consolidated statement of changes in equity

 
                                                          Share 
                                   Share      Share     options     Merger    Retained     Total 
                                 capital    premium     reserve    reserve    earnings    equity 
                                 GBP'000    GBP'000     GBP'000    GBP'000     GBP'000   GBP'000 
 
 Balance at 1 July 2009              402        413          15        596     (1,281)       145 
 Share issues                         34          1           -          -           -        35 
 Share based payments                  -          -           2          -           -         2 
 Transactions with owners             34          1           2          -           -        37 
 
 Profit for the year and 
  total comprehensive income           -          -           -          -          43        43 
-----------------------------  ---------  ---------  ----------  ---------  ----------  -------- 
 Balance at 30 June 2010             436        414          17        596     (1,238)       225 
=============================  =========  =========  ==========  =========  ==========  ======== 
 
 Balance at 1 July 2010              436        414          17        596     (1,238)       225 
 Share issues                          1          2           -          -           -         3 
 Share based payments                  -          -          12          -           -        12 
 Share options lapsed                  -          -        (15)          -          15         - 
-----------------------------  ---------  ---------  ----------  ---------  ----------  -------- 
 Transactions with owners            437        416          14        596     (1,223)       240 
 
 Loss for the year and 
  total comprehensive income           -          -           -          -        (43)      (43) 
-----------------------------  ---------  ---------  ----------  ---------  ----------  -------- 
 Balance at 30 June 2011             437        416          14        596     (1,266)       197 
=============================  =========  =========  ==========  =========  ==========  ======== 
 

Notes to the statement of results

   1             Status of financial information 

The financial information included in this statement does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The financial information has been derived from the financial statements for the year which were approved on 23 November 2011, on which the auditors have given an unmodified report.

The annual report and financial statements will be available on the Company's website www.rubicondiv.co.uk from around 28 November 2011 and copies will be sent to shareholders on or around the same date. The annual report includes notice of the Company's Annual General Meeting which is to be held at Thomas Eggar LLP, 76 Shoe Lane, London, EC4A 3JB, on 21 December 2011 at 13:30.

   2             Discontinued operations 

The Company sold its 100% shareholding in Rubicon Software Limited (RSL) on 5 August 2011. The sale was highly probable at 30 June 2011, therefore the activities of RSL are classed as discontinued operations and the associated assets and liabilities are classified as held for sale in accordance with International Financial Reporting Standard 5.

The amounts disclosed as discontinued in the income statement relate solely to the operations of Rubicon Software Limited and are analysed as follows:

 
                                                   2011               2010 
                                                GBP'000            GBP'000 
Revenue                                             668              1,147 
 Other operating income                              10                 15 
 Operating charges                                (650)            (1,068) 
 Finance costs                                      (3)                (2) 
 Tax                                                  -                (1) 
                                      -----------------  ----------------- 
Profit from discontinued activities                  25                 91 
                                           ============       ============ 
 

Substantially all revenue arose in the United Kingdom and all is attributable to the principal activity of consultancy and design, development and provision of computer software. This activity was discontinued on completion of the sale of RSL as described above.

Amounts in the cash flow statement that relate to discontinued activities are as follows:

 
                                2011          2010 
                             GBP'000       GBP'000 
Operating cash flows              72          (31) 
 Investing cash flows            (6)           (3) 
 Financing cash flows           (63)            60 
                        ============  ============ 
 

Assets and liabilities classed as held for sale are analysed as follows:

 
Assets: 
 Property, plant and equipment                                8                  - 
 Receivables                                                409                  - 
 Cash and cash equivalents                                   14                  - 
                                              -----------------  ----------------- 
Assets held for sale                                        431                  - 
                                                   ============       ============ 
Liabilities: 
 Trade and other payables                                    42                  - 
 Accruals and deferred income                                46                  - 
 Loans                                                      125                  - 
                                              -----------------  ----------------- 
Liabilities associated with assets held for 
 sale                                                       213                  - 
                                                   ============       ============ 
 
   3          Operating loss 

Operating loss is stated after charging:

 
                                                                2011          2010 
                                                             GBP'000       GBP'000 
 
      Fees payable to the Company's auditor for: 
        *    the audit of the Group's annual accounts             20            19 
 
        *    tax services                                          4             4 
                                                        ============  ============ 
 

Amounts included in discontinued operations that require separate disclosure are as follows:

 
      Depreciation of property, plant and equipment 
        *    owned                                               6            11 
 
       *    leased 
 
                                                                 1             3 
       Property lease costs                                    135            49 
       Impairment of intangible assets                           -            60 
       Amortisation of intangible assets                         -           166 
Share based payments                                            12             2 
                                                      ============  ============ 
 

ENDS

This information is provided by RNS

The company news service from the London Stock Exchange

END

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