News Column

GLOBAL BRANDS S.A. - Half-yearly Report

August 20, 2014

20 August 2014 Global Brands S.A. ("Global Brands" or the "Company") Unaudited Interim Results for the six months ended 30 June 2014Global Brands S.A. (AIM: GBR) today reports its unaudited interim results for the six months ended 30 June 2014. Interim Highlights: * The Company received interest income of 2k (2013: 0). * Staff costs amounted to 18k (2013: 18k) and related solely to Directors Fees. These have been accrued and are shown in the balance sheet under `Trade and other payables'. * Administrative costs for the period amounted to 79k (2013: 99k) and reflect continued stringent cost management. * The total loss for the period was 96.6k (2013: 120k). Key Developments during the Interim Period: On 6 February 2014, the Company announced that was in negotiations to acquire UK Onshore Gas Limited ("UKOG"), a private limited company owned by Global Brands' majority shareholder, Gerwyn Williams, and his associates. UKOG owns the entire issued share capital both of UK Methane Limited and (via its subsidiary Thistle Gas Limited) of Coastal Oil & Gas Limited. In accordance with the AIM Rules, trading in the Company's ordinary shares was suspended. The Company also announced that it had secured a convertible loan facility for up to 300,000 from Mr Williams. The funds will be used to cover the initial due diligence and other costs directly associated with the acquisition (the " Cost Contribution") and for general working capital purposes. 80,000 of the loan was drawn down by 30 June 2014. Post Balance Sheet Events and Outlook: On 23 July 2014, the Company announced that the negotiations with UKOG had been terminated and the proposed acquisition of UKOG would no longer take place. Accordingly, trading in its shares was resumed. The Company also announced that the terms of the convertible loan facility had been modified and funds drawn down under the facility will no longer be used to cover the due diligence and other costs associated with the acquisition of UKOG but will instead be used for working capital and investment purposes in accordance with the Company's investing policy. The Company has now drawn down 300k of the facility. It is expected that the Company will raise further funds in the second half of 2014 to provide additional capital to pursue its Investment Policy. For further information: Global Brands S.A. Bruce Vandenberg, CEO Tel: +44 7899 791 726 Fiona Kinghorn Tel: +44 7867 520 722 Nomad Cairn Financial Advisers LLP Sandy Jamieson/James Caithie Tel: +44 207 148 7900 Broker Alexander David Securities Ltd David Scott Tel: +44 207 448 9821 STATEMENT OF COMPREHENSIVE INCOME unaudited unaudited audited (Expressed in ) six month six month year ended period to period to 30/06/2014 30/06/2013 31/12/2013 Notes Income Interest 4 2,618 - 4,000 Total Net Income 2,618 - 4,000 Expenses Other net changes in fair 4 - -834 -1,492 value on financial assets at fair value through profit and loss - realised loss Staff costs 4 -18,000 -18,000 -36,000 Administrative expenses 4 -79,158 -99,246 -156,357 Interest and financial 4 -2,058 -2,296 -1,498 charges Total Operating Expenses -99,216 -120,376 -195,347 (Loss) before taxation -96,598 -120,376 -191,347 Income tax - - -2,726 Total comprehensive loss -96,598 -120,376 -194,073 Basic earnings/(loss) per 5 -0.0003 -0.0004 -0.0006 share STATEMENT OF FINANCIAL POSTION (Expressed in ) unaudited unaudited audited six month six month year ended period to period to 30/06/2014 30/06/2013 31/12/2013 Notes ASSETS Non-current assets Financial assets at fair 4 194,718 182,405 192,100 value through profit and loss Total non-current assets 194,718 182,405 192,100 Current assets Other receivables - 6,666 - Cash and cash equivalent 4,579 556 1,136 Total current assets 4,579 7,222 1,136 Total assets 199,297 189,627 193,236 EQUITY AND LIABILITIES Capital and reserves Share capital 6 486,719 440,450 477,550 Share premium 182,483 182.483 182,483 Accumulated losses -663,788 -493,493 -567,190 Shareholders' equity 5,414 129,440 92,843 Current liabilities Provisions for Directors' 4 49,000 - 31,000 fees Other payables 64,883 60,187 69,393 Total current liabilities 113,883 60,187 100,393 Long term liabilities Convertible loan 7 80,000 - - Total equity and 199,297 189,627 193,236 liabilities STATEMENT OF CASH FLOWS (Expressed in ) unaudited unaudited audited six month six month year ended period to period to 30/06/2014 30/06/2013 31/12/2013 Notes OPERATING ACTIVITIES Purchase of financial -2,618 -182,405 -228,302 assets and settlement of financial liabilities Proceed from sale of - - 76,810 financial assets Operating expenses paid 4 -83,108 -118,435 -127,799 Net cash flows applied to -85,726 -300,840 -279,291 operations activities FINANCING ACTIVITIES Funds raised through 6 9,169 300,970 280,000 issuance of shares Convertible loan 80,000 - - Foreign Exchange Rate Adjustment Net cash inflows from 89,169 300,970 280,000 financing activities Increase /(decrease) in 3,443 130 709 cash & cash equivalents during the year Cash and cash equivalents: - balance at beginning of 1,136 427 427 the year - balance at end of the 4,579 557 1,136 year Increase/ (decrease) in 3,443 130 709 cash & cash equivalents during the year Cash and cash equivalents are represented by: Cash at banks and in hand 4,579 557 1,136 Due to banks - - - Net cash and cash 4,579 557 1,136 equivalents at end of the year STATEMENT OF CHANGES IN EQUITY Called up share Share premium Accumulated capital losses (Expressed in ) Notes Balance as at 1 January 3,329,531 2,725,567 -4,279,267 2012 Comprehensive Income Loss for the year - - -221,916 Total Comprehensive Income - - -221,916 Transactions with owners Capital restructuring -3,180,395 -2,725,567 4,128,066 Proceeds from issuance of 118,855 53,972 - shares Total Transactions with -3,061,540 -2,671,595 -4,128,066 owners Balance as at 31 December 267,991 53,972 -373,117 2012 Comprehensive Income Loss for the year - - -194,073 Total Comprehensive Income - - -194,073 Transactions with owners Proceeds from issuance of 209,559 128,511 - shares Total Transactions with 209,559 128,511 - owners Balance as at 31 December 477,550 182,483 -567,190 2013 Comprehensive Income Loss for the year - - -96,598 Total Comprehensive Income - - -96,598 Transactions with owners Proceeds from issuance of 9,169 - - shares Total Transactions with 9,169 - - owners Balance as at 30 June 2014 486,719 182,483 -663,788 Interim report notes: 1. Activities Global Brands S.A. (the "Company") is an Investing Company as defined by AIM rules. On 18 March 2013, the Company adopted and implemented a new investing policy which is to make investments and acquisitions, either through the issues of securities or for cash, in quoted and non-quoted companies and their securities, in the commodities sector with an emphasis on oil and gas and oil and gas service sectors. Such investments include the provision of financing by way of farm-ins, earn-ins, loans, equity or other forms of financing and investments in and to companies in these sectors. 2. Directors' responsibility The consolidated interim report and financial information contained therein are the responsibility of the Board of Directors of Global Brands S.A. The interim report was approved by the Board of Directors on 19 August 2014. The interim report for the 6 months period to 30 June 2014 is unaudited. The financial information relating to the year ended 31 December 2013 is extracted from the statutory audited annual accounts as adjusted for International Financial Reporting Standards ("IFRS"). The reports of the auditors, PricewaterhouseCoopers Luxembourg, on the statutory annual accounts and on the IFRS financial statements at 31 December 2013 were unqualified. 3. Basis of accounting The interim financial statements of Global Brands S.A. for the 6 months ended 30 June 2014 and 30 June 2013 have been prepared using accounting policies on a basis consistent with those adopted for the year ended 31 December 2013. The Company is an investment entity as defined by IFRS 10. This requires the Company to consolidate all controlled entities involved in the provision of investment-related services (either directly or through a subsidiary to third parties as well as its investors) and report all other subsidiary investments at fair value in its financial statements. Further, the Company controls Gas Exploration Finance Limited (GEF) through its 100% holding of the GEF's issued ordinary share capital. GEF is incorporated in England and Wales. GEF is the only subsidiary of the Company and does not provide investment related services. GEF is therefore measured at fair value through profit and loss. 4. Analysis of results The Company received interest income of 2k (2013: 0). Staff costs amounted to 18k (2013: 19k) and related solely to Directors Fees. These have been accrued and are shown in the balance sheet under `Trade and other payables'. It has been agreed that each director will be remunerated at the rate of 1,000 per month. Administrative costs for the period amount to 79k (2013: 99k) The total loss for the period was 96.6k (2013: 120.4k). 5. Earnings (loss) per share The calculation of basic earnings / (loss) per share is based on the following data: 30-Jun 30-Jun 31-Dec 2014 2013 2013 Number of issued shares 353,416,320 348,831,665 348,831,665 Loss for the period/ year (96,598) (120,376) (194,073) Basic earnings (loss) per (0.0003) (0.0004) (0.0006) share 6. Share capital On 6 February, as a result of the exercise of options the Company issued and allotted 4,584,655 new ordinary shares to raise 9,169.31. As at 30 June 2014 the number of shares in circulation was 353,416,320 (2013: 348,831,665) shares of no par value. 7. Convertible Loan On 6 February 2014, Global Brands also announced that it had secured a convertible loan facility for up to 300,000 from Mr Williams. As at 30 June 2014, Mr Williams had provided the Company with 80,000 in funds under the facility. On 23 July 2014, the Company announced that the terms of the facility had been modified and funds drawn down under the facility will no longer be used to cover the due diligence and other costs associated with the acquisition of UKOG but will instead be used for working capital and investment purposes in accordance with the Company's investing policy. The Company has drawn down a further 220,000 to the Company under the facility. The key terms of the loan facility are as follows: * the total facility is 300,000; * 80,000 has previously been drawn down to support the Company's working capital requirements; * A further 220,000 has been drawn down by the Company for working capital and investment purposes; * The drawn down loan amount bears interest at rate of 6% per annum; * The outstanding loan amount shall be held on a loan account. Mr Williams may at any time elect that the Outstanding Loan Amount (in whole or in part) be converted into shares in the Company at the lower of: * + a price of 0.003 per share; or + a price equating to a 10% discount on the market price at the date of conversion. Mr Williams currently owns 102,772,728 shares in Global Brands representing an interest of 29.46% in the Company. The amendment to the loan facility therefore constitutes a related party transaction. The Directors, having consulted with the Company's Nominated Adviser, consider that the terms of the loan facility are fair and reasonable insofar as the Company's shareholders are concerned. ****************** Circulation to Shareholders Following this RNS announcement, a pdf copy of the interim results will be placed on the Company's website (www.globalbrands.ch). The Company's website is the primary source of information on the Company and this includes an overview of the activities of the Group and details on all recent Company announcements.




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Source: PR Newswire (UK Disclosure)


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