Chairman’s Statement
I am pleased to present the first results of Conival covering the period from incorporation on 19 May 2004 to 31 December 2004. The Company was admitted to AIM in August 2004 through an initial placing of 14.6 million ordinary shares that generated net funds for the Company of £363,000. The Company was created to build a business focusing on the development and marketing of branded foods and related products. The results cover a period prior to the Company’s first acquisition, that of Portfolio Products Limited (“Portfolio Products”).
Portfolio Products was acquired in January 2005 for a consideration of 110 million shares, valuing it at £11.1 million. Portfolio Products was set up with the intention of assembling and commercialising a portfolio of rights to celebrity brands in relation to food, beverages and other nutritional products. Agreements with a number of celebrities have been signed including chefs Marco Pierre White and Jean Christophe Novelli. In addition, agreements have been signed to use brands such as Blenheim Palace and Matt Roberts. In conjunction with this acquisition, the Company issued 2.92 million ordinary shares raising an additional £292,000 before expenses.
Conival engaged Jeremy Schwartz as CEO on 31 January 2005 to develop the Company’s future strategy for growth and its supporting infrastructure. Jeremy was formerly Brand Marketing Director of Sainsbury’s PLC, responsible for developing and repositioning the Sainsbury’s brand. Jeremy’s earlier career was in FMCG marketing, including Marketing Director with L’Oreal and The Coca-Cola Company. Additional Board appointments are anticipated during the current year to further strengthen the management team.
The Company will be developing food and beverage brands to respond to the growing consumer demand for new health and indulgence solutions. Its products will seek to combine quality with celebrity-branded individual recipes. In addition, the Board will continue to seek opportunities for acquisitions of businesses which are complimentary to the Company’s strategy.
The Board is pleased with the progress made to date and looks forward to the future with confidence.
Richard Thompson
Chairman
14 March 2005
Conival plc
Profit and loss account
for the period ended 31 December 2004
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|
|
Period from |
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|
|
incorporation to |
|
|
|
31 December |
|
|
|
2004 |
|
|
|
(Unaudited) |
|
|
|
£000 |
|
|
Notes |
|
|
|
|
|
|
Administrative expenses |
|
(38) |
|
|
|
|
|
Operating loss |
|
(38) |
|
|
|
|
|
Interest receivable and similar income |
|
2 |
|
|
|
|
|
Loss on ordinary activities before and after tax |
3 |
(36) |
|
|
|
|
|
|
|
|
|
Loss per share (pence) |
2 |
(0.21) |
Conival plc
Balance sheet
As at 31 December 2004
|
|
|
31 December |
|
|
|
2004 |
|
|
|
(Unaudited) |
|
|
|
£000 |
|
|
Notes |
|
|
|
|
|
|
Current assets |
|
|
|
Debtors |
|
26 |
|
Cash at bank and in hand |
|
368 |
|
|
|
394 |
|
|
|
|
|
Creditors: amounts falling due within one year |
|
(12) |
|
|
|
|
|
Net current assets and net assets |
|
382 |
|
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
Called up share capital |
3 |
128 |
|
Share premium account |
3 |
290 |
|
Profit and loss account |
3 |
(36) |
|
|
|
|
|
Equity shareholders' funds |
|
382 |
|
Reconciliation of movement in equity shareholders' funds |
|
|
|
|
Period from |
|
|
|
incorporation to |
|
|
|
31 December 2004 |
|
|
|
(Unaudited) |
|
|
|
£000 |
|
|
|
|
|
Total recognised loss for the period |
|
(36) |
|
Issue of shares |
|
418 |
|
Net movement in equity shareholders' funds |
|
382 |
|
Equity shareholders' funds at start of period |
|
- |
|
Equity shareholders' funds at end of period |
|
382 |
Conival plc
Cash flow statement
for the period ended 31 December 2004
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|
|
Period from |
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|
|
incorporation to |
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|
|
31 December |
|
|
|
2004 |
|
|
|
(Unaudited) |
|
|
|
£000 |
|
|
|
|
|
Net cash outflow from operating activities |
4 |
(52) |
|
|
|
|
|
Returns on investments and servicing of finance |
|
|
|
Interest received |
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
Net cash outflow before financing |
|
(50) |
|
|
|
|
|
Financing |
|
|
|
Issue of shares |
|
493 |
|
Share issue costs |
|
(75) |
|
|
|
418 |
|
|
|
|
|
|
|
|
|
Increase in cash |
|
368 |
|
Reconciliation of net cash flow to movement in net cash |
|
|
|
|
Period from |
|
|
|
incorporation to |
|
|
|
31 December |
|
|
|
2004 |
|
|
|
(Unaudited) |
|
|
|
£000 |
|
|
|
|
|
Increase in cash |
|
368 |
|
Change in net cash from cash flows |
|
368 |
|
Opening net cash |
|
- |
|
Closing net cash |
|
368 |
Conival plc
Notes to the Interim Results
for the period ended 31 December 2004
1. Basis of preparation
The Interim Results were approved by the Directors on 14 March 2005. The results have been prepared using accounting policies consistent with UK generally accepted accounting practice, full details of which will be set out in the Company’s annual report and accounts for the period ending 30 June 2005.
The Interim Results are unaudited and do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985.
2. Loss per share
The loss per share is calculated on the loss on ordinary activities after taxation of £36,000 and on the weighted average number of ordinary shares in issue during the period of 17,204,533.
There were no potentially dilutive shares in issue at 31 December 2004.
3. Share capital and reserves
|
|
|
Share |
|
Share |
|
Profit & loss |
|
|
|
capital |
|
premium |
|
account |
|
|
|
£000 |
|
£000 |
|
£000 |
|
|
|
|
|
|
|
|
|
On incorporation |
|
- |
|
- |
|
- |
|
Issue of shares to founders |
|
55 |
|
- |
|
- |
|
Placing on admission to AIM |
|
73 |
|
365 |
|
- |
|
Costs of Admission |
|
- |
|
(75) |
|
- |
|
Result for the period |
|
- |
|
- |
|
(36) |
|
|
|
|
|
|
|
|
|
At 31 December 2004 |
|
128 |
|
290 |
|
(36) |
Conival plc
Notes to the Interim Results (continued)
for the period ended 31 December 2004
4. Reconciliation of operating loss to cash flows
|
|
|
Period from |
|
|
|
incorporation to |
|
|
|
31 December |
|
|
|
2004 |
|
|
|
(Unaudited) |
|
|
|
£000 |
|
|
|
|
|
Operating loss |
|
(38) |
|
Movement in debtors |
|
(26) |
|
Movement in creditors |
|
12 |
|
|
|
|
|
Net cash outflow from operating activities |
|
(52) |
5. Copies of the results
Copies of the Interim Results will be sent to shareholders in due course and will be available from the registered office.