Preliminary Unaudited Results for year end 31.03.13
(Marketwire (UK Regulatory) Via Acquire Media NewsEdge)
Ronaldsway Private Equity Plc
("Ronaldsway" or the "Company")
Preliminary Announcement of Unaudited Results for the year ended 31 March 2013
Having joined the Board on 10th December 2012, I am pleased to present my review of the Company for the
financial year beginning 1st April 2012 and ending 31st March 2013.
Ronaldsway was incorporated in 2006. It has gone through various challenges and changes over this time. In
December 2012 and in January 2013 respectively, Graham Rose and Marcus Yeoman resigned as Directors and
Andy Hasoon and Adele Thackray were appointed to the Board of Ronaldsway Private Equity plc. On 8th August
2013 we announced that Adele Thackray had resigned and John Leece, a qualified Chartered Accountant, joined
the Board as Non-Executive Director.
The Current Board as of August 2013 is:
Andy Hasoon - Executive Chairman.
John Leece (ACA) - Non Executive Director.
At the time of the Board changes in 2012, the Company was effectively a very small cash shell listed on
ISDX and held investments in the following:
- Fast Bet Solutions Plc (we own 1,538,461 ordinary shares) - Fast Bet was a PLUS/ISDX company which
was suspended in 2012 and has subsequently left the market. We consider these shares of no value at this
- MSGI Inc. (USD 125,000 loan note) - A promissory note for USD 125k was signed to this US based
company registered in Nevada, whose primary offices were located at: 575 Madison Avenue, 10th Floor, New
York, New York 10022. The note earned interest at 25%, was signed on 11th April 2011 and defaulted on
11thJuly 2011 when the full amount of the loan was meant to be repaid. We are investigating whether there
is any possibility that the loan can be repaid or recouped.
- Port Erin Biopharma Investments Ltd (we own 500,000 warrants at 12.5p which will expire in
September 2013) - Port Erin was incorporated on 3rd May 2011 under the law of the Isle of Man for the
purpose of investing in the biotechnology and biopharmaceutical sector. More information can be found at:
http://www.porterinbiopharma.com/. As the current share price is circa 8p and due to the impending expiry
date of the warrants, we consider these of no value at this time.
- In November 2012, the Company made a GBP 35,000 equity investment in Elevate Platform Ltd
("Elevate"). On reviewing the status of this investment we decided in February 2013 to swap this equity
stake for shares in three AIM-listed companies which were then sold for cash in March, April and May 2013.
During January, February and March (Q1) 2013 the Company focused on the following:
1) Reviewing the current state of the business and sorting out two immediate issues:
a) The Company has costs of circa GBP 45k per annum to run itself on ISDX without paying any fees to
Directors. As the company had no income and a diminishing cash balance to pay these costs and almost none
for investment we needed to focus on this issue urgently. Since January 2013 the company has begun to
invoice for services and the objective is to generate enough income to cover the working capital costs of
b) We had two issues with HM Revenue and Customs (HMRC) relating to Corporation Tax and VAT. Both
have now been addressed to the satisfaction of HMRC.
2) Putting in place a coherent strategy for generating income and taking the business forward to
deliver value for our shareholders.
a. We have put in place a simple investment strategy to invest in early stage, growing companies, in
the media, technology and education sectors. Our focus will be to help them achieve and improve profitable
revenue generation capabilities through 'step changing' business development activities. Our secondary
focus is to help them secure the right funding to achieve this growth.
b. We want our Company to be a focused investment and advisory services firm, providing guidance to
the top management of growth-oriented organisations and institutions. These entities need help putting in
place the foundations to scale their business through business development activities. Once we have worked
out that strategy with them we can then put in place a robust funding solution (including finding
strategic partnerships, or executing mergers and acquisitions). Our role is to help management and
shareholders develop their vision and achieve their objectives through organic growth, acquisitive
expansion and/or a sale of their business.
c. We generate income from advisory fees on transactions in the form of cash, equity, warrants and/or
options, management fees, retainers, and success based fees for helping secure new business or funding
through business development activities including grants, commissions, licensing fees, advances, royalties
and other mechanisms in support of our partner and portfolio companies. For example if we can help say 10
businesses a year, then over 5 years that means we earn fees and own equity stakes in 50+ companies. By
helping realize these investments we believe this will deliver significant value to our shareholders.
d. Our overall objective is for our annual fee income to cover the majority of the working capital of
the business but it is also the Company's intention that additional cash will be raised in the near future
via an equity placing in order to invest in our media, technology and education-related portfolio
3) As a means of attracting potential clients to the Company, we organized, in association with
Engage Production Limited an event called www.FLUX-London.com held at the Truman Brewery off London's
famous Brick Lane on 31st January 2013. This event showcased over 25 innovative high growth companies in
the media, technology and education sectors to two audiences: potential corporate customers and investors.
Over 650 people registered to attend the event and it was deemed an industry success. You can find out more
and watch videos of the event at: http://fluximpact.com.
We have now incorporated the assets of this event into a new company called: FLUX Impact Limited
and we own 51% of the equity (the other 49% is owned by Engage Production Limited). We also have a
loan note on the balance sheet for GBP 115,800. The company has a full business plan to run further
sponsored events and is currently securing a strategic partner to help run the business going
forward. Offers have already been made to run paid for events in London, Dubai and the USA.
You will note that in 2013 we generated some income versus none in 2012 - this was due to the first new
contracts coming on stream in the last months of the financial year for the new business initiatives we
have summarized above. This has resulted in reduced losses compared to 2012. The Company's loss for the
year after taxation was GBP 66,885 (2012: GBP 185,727 loss) and the loss per share was 0.52p versus
(2012: 1.48p loss). The Directors do not recommend the payment of a dividend (2012: GBP nil).
The Company has already secured several fee generating, equity and success based contracts which will
improve the balance sheet in 2013/2014. For example: we mentioned earlier our investment in FLUX Impact
Limited which includes a loan note, equity and monthly fees for services provided; we have secured a
monthly retainer plus equity in Engage Production Limited (www.engageproduction.com); we have secured a
contract with Bull Roger Limited (www.BullRoger.co.uk) and Rare Corporate Design Limited
(www.RareCorporate.co.uk) to facilitate their merger and assist on business development activities; we
are assisting Sherston Software Limited (www.planetsherston.com) on business development growth following
its receipt of over GBP1m in new funding this summer from IQ Capital and NESTA.
These revenues are vital for the Company going forward as they will provide an income stream that covers
the basic overheads of the company for the next year. Now that we have addressed these issues and put in
place various solutions described above and those we plan to implement, we hope to improve the balance
sheet substantially over the next 12 months. By generating revenues, securing equity in new businesses,
and hopefully raising funds so we can co-invest in existing or new portfolio companies, we are making a
significant change to the Company going forward.
We will be calling an AGM shortly at which we will, amongst other things, propose that the Company name
is changed from Ronaldsway Private Equity plc to Milamber Ventures plc. We believe that changing the
Company's name will help to put the legacy issues behind us and emphasize the Company's new direction.
I will be converting GBP 50,000 of investment I have made in the Company into equity as part of a
fundraising we intend to carry out shortly. I will also be offering our existing shareholders the chance
to participate in that round whilst also aiming to secure new investors to broaden the shareholder base.
I would like to thank the previous and today's members of our Board, our advisors, and our shareholders for
their continuing support during this period and moving forward.
30th August 2013
UNAUDITED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2013
Turnover 102,550 -
Cost of sales (71,185) -
Gross profit (31,365) -
Administrative expenses (83,747) (44,262)
Total operating loss (52,382) (44,262)
Loss on disposal of investments (17,003) (161,038)
Finance income - 19,573
LOSS ON ORDINARY ACTIVITIES BEFORE TAX (69,385) (185,727)
Tax on ordinary activities - -
LOSS ON ORDINARY ACTIVITIES AFTER TAX (69,385) (185,727)
Loss per share attributable to owners of the Company during the pence pence
Basic and fully diluted:
Continuing and total operations (0.54) (1.48)
UNAUDITED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 31 MARCH 2013
Loss on ordinary activities after tax (69,385) (185,727)
Adjustment to market value of investments (52,711) (52,859)
TOTAL GAINS AND LOSSES RECOGNISED SINCE LAST FINANCIAL (122,096) (238,586)
UNAUDITED BALANCE SHEET
AS AT 31 MARCH 2013
Investments 2,184 49,945
Debtors 132,500 144,040
Cash at bank 709 9,742
Amounts falling due within one year (74,283) (20,521)
NET CURRENT ASSETS 58,926 133,261
NET ASSETS 61,110 183,206
CAPITAL AND RESERVES
Share capital 127,631 127,631
Share premium 658,222 658,222
Equity reserve 27,753 27,753
Revaluation reserve (105,569) (52,859)
Profit and loss account (646,926) (577,541)
TOTAL SHAREHOLDERS' FUNDS 61,110 183,206
UNAUDITED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2013
NET CASH OUTFLOW FROM OPERATING ACTIVITIES 12,920 (180,524)
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received - 42
Net cash inflow from returns on investments and servicing of finance - 42
TAXATION - -
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Purchases of investments (35,000) (133,273)
Proceeds from disposal of investments 13,047 139,788
Net cash outflow from capital expenditure and financial investment (21,953) 6,515
DECREASE IN NET CASH (9,033) (173,967)
RECONCILIATION TO NET CASH
Net cash at beginning of year 9,742 183,709
Decrease in net cash (9,033) (173,967)
NET CASH AT END OF YEAR 709 9,742
The financial information set out above has not been extracted from audited information or agreed with the
If it becomes known to the Directors of the Company that the audit report is to be qualified or modified in
relation to going concern status or otherwise, the terms of such qualification or modification will be
The Directors of the Company accept responsibility for the contents of this announcement.
-- Enquiries --
Ronaldsway Private Equity Plc
T: 07768 875 681
Peterhouse Corporate Finance Limited
Mark Anwyl and Heena Karani
T: 020 7469 0930
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