Final Results
Preliminary Results for the year ended 30 September 2013
Verdes Management Plc ("Verdes" or "the Company") announces its final results for the year ended 30 September 2013.
Financials
In the year to 30 September 2013 the Company reported turnover of £NIL (2012: £NIL) and a loss before tax of £413k (2012: Loss £806k).
Strategy
During the year, the Board actively considered a number of alternatives for the Company. Whilst this was underway, the cost base of the Company was reduced significantly and, as announced in our half year results, the Board composition also changed on 9 September 2013 just before the year end.
On that date Adam Webb resigned and Dr Daan van den Noort took on the position of non-executive Chairman with Sarah Bertolotti and Joep van den Aker also joining the Board.
The stated strategy of the Company at the time of the Board change was to build a strategic investment company in the fund management sector. This was actively worked on for a number of months with the support and assistance of Mr. Jan Geertman who worked alongside the Directors as a Board consultant. Unfortunately the bulk of the funding associated with this strategy which was to be provided by Newick Developments Limited, a funder associated with Mr. Geertman, was not received by the Company in accordance with the terms in place between the parties; and so on 30 January 2014 the Board took the difficult but appropriate decision to request the suspension of the Company from AIM due to the financial uncertainty that this caused. Jan Geertman also subsequently resigned from his consultancy position.
There followed a challenging period when the Directors felt it appropriate to protect the Company by filing a notice of intent to appoint an administrator whilst an alternative future for the Company was sought.
As detailed in the Company's announcement on 4 March 2014 the Directors were successful in identifying a solution. On that date the Company announced that Mr. David Breith had purchased a significant shareholding in Verdes from Westminster Asset Management Limited, and that the Company had also secured equity funding in the amount of £750,000 by way of a private placing. The Company's action led to the Company being regarded as an investing company. As a result, a new investing policy was announced on 4 March, and any acquisition under this policy will be treated as a "reverse takeover" under the AIM Rules for Companies. With this funding in place, and new investing policy announced, the suspension of the company from AIM was also lifted on 4 March 2014.
The Company is now seeking shareholders' approval for this proposed new investing policy which will be voted upon in a general meeting of the Company's shareholders convened for 20 March 2014. The new investing policy is set out within the Circular sent to the Company's shareholders on 4 March 2014, a copy of which is available on the Company's website.
The Company has already identified a potential acquisition target, though it is too early to determine whether this will lead to a transaction. Further information will be made available when appropriate.
Working capital
In the year to 30 September 2013 the Company raised £175,000 through a placing in October 2012 and also £125,000 by way of a convertible loan which was subsequently converted to equity in
January 2014. At the year end the Company had £38,000 of cash remaining. Subsequent to year end the Company raised £155,000 via a convertible loan from RAB Capital Limited and £25,000 via a convertible loan from Mr Peter Wildey. These loans have recently been repaid out of the proceeds of a recent placing. All conversion rights relating to these loans were also extinguished at that time.
As detailed above, the placing proceeds were used in part to repay the Convertible Loans; they also enabled the settling of legacy creditor positions. At the date of publication of this report approximately £400,000 of these funds remain after these payments have been made. This provides the Company with sufficient working capital for the next 12 months to meet running costs and also to embark on its new investing strategy. Further funds are likely to be raised alongside any acquisition under this new strategy.
Outlook
The recent investment in the company by David Breith, alongside the securing of new financing via the private placing, has secured the Company's immediate future. It is now well placed to embark on its proposed investing strategy when shareholders' approval has been obtained.
Daan van den Noort
Chairman
Date: 19 March 2014