Below is the summary of the statement of financial position of the KMRC as at 30 June 2012:
Book values as at 30 June 2012
£'000
Non-current assets 1,570
Current assets 12
Total assets 1,582
Total liabilities (2,275)
Net assets (693)
The figures shown above are derived from the latest unaudited interim financial statements of KRMC as at 30 June 2012 presented in US dollars; there were no significant movements between the reporting date and the acquisition date. The exchange rate used to translate the interim accounts to Sterling was USD1.56177 to £1.00. For the proforma statement of the net assets of the newly enlarged group please refer to the published listing documents Part V.
The Directors are currently evaluating the impact of the fair value adjustments arising on the reverse takeover and the accounting resulting from that evaluation.
Independent auditor's report to the members of Kemin Resources Plc - Parent Company
We have audited the parent company financial statements of Kemin Resources Plc for the year ended 31 December 2012 which comprise the parent company balance sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors’ responsibilities, the Directors are responsible for the preparation of the parent company financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the parent company financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion the parent company financial statements:
give a true and fair view of the state of the company’s affairs as at 31 December 2012;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006 In our opinion:
the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the parent company financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion;
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the group financial statements of Kemin Resources Plc for the year ended 31 December 2012. The opinion in that report is qualified.
Scott Knight (senior statutory auditor) For and on behalf of BDO LLP, statutory auditor London
United Kingdom 5 June 2013
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Parent Company balance sheet
Company no. 04674237 31
December 2012
31 December 2011
£'000 £'000 Note
Current assets
Cash at bank and in hand 12 22
12 22
Creditors: amounts falling due within one year Unsecured convertible loan stock (Note 13 to the Group
balance sheet) (7,330) (5,461)
Borrowings 4 (406) -
Other creditors and accruals (254) (260)
Net current liabilities (7,978) (5,699)
Total assets less current liabilities (7,978) (5,699)
Net liabilities (7,978) (5,699)
Capital and reserves
Share capital 5 6,180 6,180
Share premium account 6 27,890 27,890
Share based payments reserve 6 76 340
Loan stock reserve 6 2,006 1,413
Profit and loss account 6 (44,130) (41,522)
Shareholders' funds (7,978) (5,699)
The parent Company financial statements were approved and authorised by the Board of Directors on 5 June 2013 and signed on their behalf by:
Ken Crichton Director
Notes to the parent Company balance sheet Parent Company accounting policies
The parent Company financial statements have been prepared in accordance with applicable United Kingdom accounting standards and in accordance with the Companies Act 2006. The Directors have reviewed the Company's accounting policies and consider that they remain the most appropriate. The particular accounting policies adopted by the parent Company have been consistently applied and are set out below.
Accounting convention
The accounts are prepared under the historical cost convention and on the going concern basis as further explained in the Group's principal accounting policies.
Going concern
Refer to page 17 for details of the going concern position.
Deferred taxation
Deferred taxation is recognised as a liability or asset if transactions have occurred at the reporting date that gives rise to an obligation to pay more (or less) taxation in the future. Deferred taxation assets are only recognised if recovery against future profits is reasonably certain. Deferred tax balances have not been subject to discounting.
Share based payments
In accordance with FRS 20 the fair value of equity settled share-based payments to employees is determined at the time of grant and is expensed on a straight line basis over the vesting period calculated by elapsed whole months. At the outset it is expected that all options granted will vest in the employees, but the number of options expected to vest is revised from time to time based upon employees leaving the Company and performance conditions not being met. None of the performance conditions are related to the share price of Kemin Resources Plc. Fair value for share options granted is measured using a Black-Scholes pricing model.
Related parties
Related parties are considered in terms of the definitions contained within Financial Reporting Standard No 8 "Related party disclosures" (FRS8).