PIRES INVESTMENTS PLC Pires Investments PLC
("Pires" or the "Company")
Unaudited interim results for the six months to 30 April 2014
Highlights
• Initial profit achieved due to performance of investments
• NAV at significant discount to share price
• Significant progress by Rame Energy plc, the initial core investment
Chairman's Statement
I am pleased to be able to report positive progress in the six months under review, the first in which the Company's new investment focus was fully in operation. As well as being able to report investments in line with this investing policy we are able to report a modest profit of £22,500 for the six months to 30 April 2014 - resulting from a net positive performance from the Company's investments.
In February 2014, we completed a pre-IPO investment of £410,000 in Rame Energy plc at a 25% discount to the eventual IPO price; Rame was admitted to AIM in March and the Company invested a further £55,000 in the IPO. We gave much fuller details on this investment in the Final Results Statement for the year ended 31 October 2013. Since then, Rame has made significant progress - in particular, it has reached an agreement with Santander with regard to the equity financing of its next 118MW of wind projects on terms which, we believe, will enable Rame to realise sizeable profits as and when it sells completed projects or stakes therein. Rame has also acquired Beco Solar Limited, a UK- based solar engineering business, which considerably enhances its ability to undertake solar projects in Chile, the UK and internationally. It has also begun construction of its initial 15MW wind farm project in Chile as expected. We believe Rame has in some respects a near unique position and approach which gives it the potential for major capital gains in the future.
The Company has disposed of the greater part of the quoted portfolio acquired last year but now holds a number of longer term investments in accordance with its investing policy. One of these has made a significant contribution to our results for the period and we continue to review opportunities to deploy our cash resources profitably.
While the Company is not exclusively focused on renewable energy, it has, since investing in Rame, seen a number of interesting international opportunities in this area and we have established a subsidiary company to focus on the sector. We have a number of significant transactions under review and have entered into a partnership arrangement with a significant European wind consultancy/developer in relation to one of them.
We have added to our team recently through new consultancy appointments which bring additional skills and experience. We generated some very modest fees in the period under review and we are working to create further fee-earning opportunities in addition to our investing activities.
We will be approaching shareholders in the near future to propose some refocussing of our investing policy and we anticipate making additional appointments which we believe will strengthen the Company's experience and profile.
Peter Redmond
Chairman
Enquiries:
Pires Investments plc
Peter Redmond, Chairman
Tel: +44 (0) 20 7917 1817
Nominated Adviser
Cairn Financial Advisers LLP Liam Murray / Avi Robinson
Tel: +44 (0) 20 7148 7900
Broker
Peterhouse Corporate Finance
Duncan Vasey / Lucy Williams
Tel: +44 (0) 20 7469 0935
PIRES INVESTMENTS PLC
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 April 2014
Unaudited | Unaudited | Audited | ||
6 months | 6 months | Year | ||
ended | ended | Ended | ||
30-Apr | 30-Apr | 31-Oct | ||
Notes | 2014 | 2013 (Note 1) | 2013 | |
Continuing activities | £ | £ | £ | |
Revenue | ||||
Investment income | 1,000 | 2,318 | 4,327 | |
Other income | 5,000 | 25 | 25,050 | |
Total revenue | 6,000 | 2,343 | 29,377 |
Gains/(losses) on investments held at fair value through profit or loss
3 139,269 53,081 (45,939)
Operating expenses (122,741) (144,296) (336,072)
Operating profit/(loss) from continuing activities
22,528 (195,034) (352,634)
Finance costs - - -
Profit/(loss) before taxation from continuing activities
22,528 (195,034) (352,634)
Tax - - -
Profit/(loss)for the period from continuing activities and total comprehensive income attributable to equity holders of the Company
22,528 (195,034) (352,634)
Earnings/(loss) per share to equity holders
Basic and diluted from continuing activities 4 0.001p (0.011)p (0.017)p
PIRES INVESTMENTS PLC
UNAUDITED STATEMENT OF FINANCIAL POSITION
as at 30 April 2014
Unaudited | Unaudited | Audited | ||
As at | As at | As at | ||
30-Apr | 30-Apr | 31-Oct | ||
2014 | 2013 | 2013 | ||
£ | £ | £ | ||
Notes | (Note 1) | |||
Non-current assets Property, plant and equipment | 1,464 | - | 1,812 | |
Total non-current assets | 1,464 | - | 1,812 |
Current assets Investments | 3 | 754,717 | 446,395 | 84,966 | ||
Trade and other receivables | 151,035 | 100,289 | 128,588 | |||
Cash and cash equivalents | 614,794 | 590,165 | 1,195,379 | |||
Total current assets | 1,520,546 | 1,136,849 | 1,408,933 | |||
Total assets | 1,522,010 | 1,136,849 | 1,410,745 | |||
Equity Issued share capital | 5 | 11,853,192 | 11,353,192 | 11,853,192 | ||
Share premium | 2,904,840 | 2,949,340 | 2,904,840 | |||
Retained earnings | (13,594,536) | (13,517,843) | (13,617,064) | |||
Capital redemption reserve | 164,667 | 164,667 | 164,667 | |||
Total equity | 1,328,163 | 949,356 | 1,305,635 |
Liabilities
Current liabilities
Trade and other payables 193,847 187,493 105,110
Total liabilities and current liabilities
193,847 187,493 105,110
Total equity and liabilities 1,522,010 1,136,849 1,410,745
PIRES INVESTMENTS PLC
UNAUDITED STATEMENT OF CASH FLOWS
for the six months ended 30 April 2014
Unaudited Unaudited Audited
6 months ended
6 months ended
Year ended ended
30-Apr 30-Apr 31-Oct
2014 2013 2013
£ £ £
Notes (Note 1)
Cash flows from operating activities
Net cash absorbed by operating
activities 6 (51,103)(153,693)(372,045)
Cash flows from investing activities
Payments to acquire tangible fixed assets - - (2,109) Payments to acquire investments (530,482) (835,211) (863,206) Proceeds of sale of investments - 335,736 732,302
Finance income received 1,000 2,318 4,327
Net cash (used in)/from investing
activities (529,482)(497,157)(128,686)
Cash flows from financing activities
Cash from subscriptions for new shares - - 500,000
Expenses of share issue - - (44,500)
Net cash from financing activities - - 445,500
Net increase/(decrease) in cash and
cash equivalents during the period (580,585) (650,850) (45,231)
Cash and cash equivalents at beginning
of the period 1,195,379 1,241,015 1,240,610
Cash and cash equivalents at end of
the period 614,794 590,165 1,241,015
PIRES INVESTMENTS PLC
Notes to the Unaudited Interim Report for the six months ended 30 April 2014
1. GENERAL INFORMATION
Pires Investments PLC (the "Company") is a company domiciled in England whose registered office address is c/o Morrison & Foerster, CityPoint, One Ropemaker Street, London EC2Y 9AW. The condensed interim financial statements of the Company for the six months ended 30 April 2014 are those of the Company which had no subsidiary during that period. Accordingly, the condensed interim financial statements for the six months ended 30 April 2013 are restated as those of the Company rather than the Company and its subsidiary as previously published.
The condensed interim financial statements do not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006.
The financial information for the year ended 31 October 2013 has been extracted from the statutory accounts for that period which were prepared in accordance with International Financial Reporting Standards ("IFRS"). The auditors' report on the statutory accounts was unqualified. A copy of those financial statements has been filed with the Registrar of Companies.
The condensed interim financial statements were authorised for issue on 30 July 2014.
2. BASIS OF ACCOUNTING
The financial statements are unaudited and have been prepared on the historical cost basis in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS") using the same accounting policies and methods of computation as were used in the annual financial statements for the year ended 31 October 2013. As permitted, the interim report has been prepared in accordance with the AIM rules for Companies and is not compliant in all respects with IAS 34 Interim Financial Statements. The condensed interim financial statements do not include all the information required for full annual financial statements and hence cannot be construed as in full compliance with IFRS.
3. INVESTMENTS
Investments held at fair value through the profit or loss
Investments at fair value at 1 November 2012 -
Purchase of investments 863,207
Investment disposals (732,302) Gain on disposal of investments 15,424
Movement in investment holding losses (61,363) Investments at fair value at 31 October 2013 84,966
Purchase of investments 530,482
Investment disposals - Gain on disposal of investments - Movement in investment holding gains 139,269
Investments at fair value at 30 April 2014 754,717
4. EARNINGS/(LOSS) PER SHARE
The calculation of the basic loss per share is based on the following data:
Unaudited | Unaudited | Audited | |
6 months | 6 months | Year | |
ended | ended | ended | |
30-Apr | 30-Apr | 31-Oct | |
2014 | 2013 | 2013 | |
£ | £ | ||
Profit/(loss) on continuing activities after tax | 22,528 | (195,034) | 327,634 |
Basic and fully diluted
Basic and fully diluted earnings/(loss) per share have been computed based on the following data:
Number of shares
Weighted average number of ordinary shares for the period
Basic earnings/(loss) per share from continuing activities (p)
2,321,659,864 1,821,690,338 1,945,616,874
0.001 (0.011) (0.017)
Potential dilution
The dilution which might potentially arise from the exercise of warrants outstanding entitling the holders to subscribe new ordinary shares representing 6% of the issued ordinary share capital of the Company from time to time has been considered for the relevant periods. The effect is not anti-dilutive in any of these periods.
There are also 2,021,791 warrants exercisable at 119p per share (on 1 December in each year to
2013) that could have potentially reduced future earnings per share but which are anti-dilutive for each of the above periods. These warrants lapsed in December 2013.
5. STATEMENT OF CHANGES IN EQUITY
Share Capital | Share Premium | Shares to be issued | Capital Redemption Reserve | Retained Earnings | Total | ||||||
£ | £ | £ | £ | £ | £ | ||||||
At 1 November 2012 | 11,287,103 | 2,932,818 | 82,611 | 164,667 | (13,264,430) | 1,202,769 | |||||
Loss for the 6 months ended 30 April 2013 | - | - | - | - | (195,034) | (195,034) | |||||
Issue of shares | 66,089 | 16,522 | (82,611) | - | - | - | |||||
At 30 April 2012 | 11,353,192 | 2,949,340 | - | 164,667 | (13,459,464) | 1,007,735 | |||||
Loss for the 6 months ended 31 October 2012 | - | - | - | - | (157,600) | (157,600) | |||||
Issue of shares | 500,000 | - | - | - | - | 500,000 | |||||
Share issuance costs | - | (44,500) | - | - | - | (44,500) | |||||
At 31 October 2013 | 11,853,192 | 2,904,840 | - | 164,667 | (13,617,064) | 1,305,635 | |||||
Profit for the 6 months ended 30 April 2014 | - | - | - | - | 22,528 | 22,528 | |||||
At 30 April 2014 | 11,853,192 | 2,904,840 | - | 164,667 | (13,594,536) | 1,328,163 |
6. CASH ABSORBED BY OPERATIONS | Unaudited | Unaudited | Audited | ||
6 months ended 30-Apr 2014 £ | 6 months ended 30-Apr 2013 £ | Year ended 31-Oct 2013 £ | |||
Profit/(loss) | 22,528 | (195,034) | (327,634) | ||
Depreciation | 348 | - | 296 | ||
Realised gain on disposal of investments | - | 66,416 | (15,424) | ||
Fair value movements in investments | (139,269) | (13,335) | 61,363 | ||
Finance income | (1,000) | (2,318) | (4,327) | ||
(Increase) in receivables | (22,447) | (11,268) | (64,565) | ||
Increase/(decrease) in payables | 88,737 | 1,846 | (21,754) | ||
Cash absorbed by operations | (51,103) | (153,693) | (372,045) | ||
7. DISTRIBUTION OF INTERIM REPORT |
Copies of the Interim Report for the six months ended 30 April 2014 can be obtained from the Registered Office during normal business hours and are available on the Company's website, www.piresinvestments.com.
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