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| 30-10-09 | RNS |
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RNS Number : 6039B Baydonhill PLC 30 October 2009 30 October 2009 Baydonhill plc ("Baydonhill" or the "Company") Total Voting Rights
The Company announces that, pursuant to the requirements of the Disclosure and Transparency Rules, the total number of voting rights in respect of each class of share in issue and admitted to trading on AIM at the date of this announcement is as follows:
Enquiries:
Baydonhill Plc
Merchant John East Securities Limited This information is provided by RNS The company news service from the London Stock Exchange END
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| 23-10-09 | RNS |
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RNS Number : 3049B Baydonhill PLC 23 October 2009 23 October 2009 Baydonhill plc ("Baydonhill" or the "Company") Result of AGM At the Annual General Meeting of the Company held earlier today, all the resolutions were duly passed. Enquiries:
Baydonhill Plc
Merchant John East Securities Limited This information is provided by RNS The company news service from the London Stock Exchange END
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| 22-10-09 | RNS |
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RNS Number : 2406B Baydonhill PLC 22 October 2009 22 October 2009 Baydonhill plc ("Baydonhill" or the "Company") New employee incentive arrangements, Issue of options and Director's shareholding Baydonhill (AIM: BHL), one of the UK's leading foreign exchange specialists, announces that it has today put in place new employee incentive arrangements and granted options to Directors of the Company and certain of its employees. Incentive Arrangements Under new incentive arrangements Ekwienox Limited ("Ekwienox"), which holds 23,724,707 ordinary shares, representing 74.3 per cent. of the Company's current issued share capital, has agreed to make available loans to Directors and certain employees of the Company to allow these persons to subscribe for new ordinary shares in the Company ("Subscription Shares"). The Company is pleased to announce that loans, amounting in aggregate, to approximately £350,000 have been advanced by Ekwienox to a director and several employees (the "Loans"). The Loans will be used to subscribe for 5,599,968 new ordinary shares at 6.25p per share ("Subscription Price"), being a 56 per cent. premium to the closing mid-market price of the Company's shares on 21 October 2009, being the latest practicable date prior to the date of this announcement. The Loans, which will be secured on the acquired Subscription Shares, will bear interest at the HM Revenue & Customs Official Rate (currently 4.75 per cent). The Loans are repayable on or before November 2012. Issue of Options In addition, the Company announces that it has today agreed to grant an aggregate of 800,000 options to a director of the Company and certain employees. The options are exercisable from the date of grant for a period of 10 years at an exercise price of 5.75p per share, being a 44 per cent. premium to the closing mid-market price of the Company's shares on 21 October 2009, being the latest practicable date prior to the date of this announcement. Following the issue of the new options detailed above there will be options outstanding over 1,570,762 ordinary shares, equivalent to 4.2 per cent. of the existing issued voting share capital of the Company, which are exercisable at prices ranging from 5.75 to 60 pence per share. Director's Shareholding As part of the above arrangements, Wayne Mitchell, Chief Executive Officer of the Company, has been granted options over 100,000 ordinary shares in the Company and intends to subscribe for 1,544,000 Subscription Shares under the incentive plan. In addition, Mr Mitchell will be issued with 56,640 ordinary shares in lieu of a bonus ("Bonus Shares"). Furthermore, Sir Eric Peacock, non-executive Chairman of the Company, has been granted options over 200,000 ordinary shares in the Company. Accordingly, on admission of both the Subscription Shares and the Bonus Shares Mr Mitchell will hold 2,534,777 ordinary shares in the Company, equivalent to 6.74 of the issued share capital, and Mr Mitchell and Sir Eric Peacock will hold options over 100,000 and 250,000 ordinary shares, respectively. Related Party Transaction Under the AIM Rules, the provision of the Loans by Ekwienox constitutes a related party transaction. The independent directors of Baydonhill, having consulted with Merchant John East Securities Limited ("MJES"), the Company's nominated adviser, consider the terms of the Loans to be fair and reasonable in so far as the Company's shareholders are concerned. In advising the independent directors, MJES has taken into account the commercial judgement of the independent directors. Application has been made to the London Stock Exchange for the Subscription Shares and Bonus Shares to be admitted to trading on AIM and it is expected that admission will become effective and trading will commence on 29 October 2009. Following the admission of the Subscription Shares and the Bonus Shares to trading on AIM, the Company will have a total of 37,588,823 ordinary shares in issue and Ekwienox will hold 63.1 per cent. of the Company's then enlarged issued share capital. Enquiries:
Baydonhill Plc
Merchant John East Securities Limited This information is provided by RNS The company news service from the London Stock Exchange END
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| 22-10-09 | RNS |
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RNS Number : 2162B Baydonhill PLC 22 October 2009 22 October 2009 Baydonhill plc ("Baydonhill" or the "Company") Trading update Baydonhill (AIM: BHL), one of the UK's leading foreign exchange specialists, is pleased to provide the following trading update. Trading update The Company is pleased to announce that in September 2009 it achieved breakeven for the month at the EBITDA level. This was achieved through continued revenue growth in the Corporate Division and the restructuring of costs across the business. Given the promising growth potential of the Corporate Division combined with the relatively stable revenue stream from the Private Client Division, the Company is now better equipped to deliver revenue growth and make significant progress towards achieving consistent levels of profitability. Baydonhill expects to publish its half-yearly result for the period to 30 September 2009 in December 2009. Enquiries:
Wayne Mitchell/Sarah Collis Merchant John East Securities Limited Tel: +44 (0) 207 628 2200 Bidhi Bhoma/Simon Clements This information is provided by RNS The company news service from the London Stock Exchange END
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| 19-10-09 | RNS |
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RNS Number : 9265A Baydonhill PLC 19 October 2009 19 October 2009 Baydonhill plc ("Baydonhill" or the "Company") NOMAD Change of Name The Company announces that its nominated adviser and broker, John East & Partners Limited has changed its name to Merchant John East Securities Limited with immediate effect, as part of a group reorganisation which is scheduled to complete on 1 November 2009. Enquiries:
Baydonhill Plc
Merchant John East Securities Limited This information is provided by RNS The company news service from the London Stock Exchange END
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| 29-09-09 | RNS |
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This news article is displayed preformatted as it may contain results tables
RNS Number : 8678Z
Baydonhill PLC
29 September 2009
29 September 2009
Baydonhill Plc
("Baydonhill" or the "Company")
Final results for the year ended 31 March 2009
Baydonhill (AIM: BHL), one of the UK's leading foreign exchange specialists, announces its final results for the year ended 31 March 2009.
CHAIRMAN'S AND CHIEF EXECUTIVE OFFICER'S STATEMENT
Introduction
During the year under review the Company has made significant progress, particularly in the development of its corporate client business. This has resulted in a substantial growth in the Company's gross revenue despite the continued challenges resulting from the downturn in the market for the private client foreign exchange business. Ongoing enhancements to the online trading platform have resulted in a very positive response from corporate clients and enabled significant improvements in operational processes.
While the Private Client Division has seen further declines in revenue and in the growth of new client numbers due to the current economic conditions, repeat business from the large existing private client base has lessened the impact.
Financial Review
The loss for the financial year was £1.4 million, compared to £1.5 million in 2008. This includes an operating loss of £1.06 million from the Corporate Division which relates to costs primarily associated with sales staff and the depreciation of the online system. This year was the first full year of sales activity for the Corporate Division and, as a result, operating costs remain high in relation to turnover as this side of the business becomes established. This is indicative of the corporate sales model and the directors expect this trend to reduce in the current financial year.
The operating loss of £1.3 million in 2009 (2008: £1.6 million) is after transaction charges of £250,000 (2008: £30,000) in the second half of the year, resulting from a change in Bank of Ireland's charging structure and a depreciation charge in respect of the online platform of £137,000 (2008: £30,081). In 2009 no adjustment is required in respect of FRS20 (share based payments) as all the options in issue at 31 March 2009 had vested (2008: credit £82,000). The underlying operating performance has therefore improved in the year by approximately £740,000. The Company is working on a series of plans to reduce the transaction charges as a percentage of revenue in the next fiscal year.
Gross turnover for the Company for the year under review was £460 million, an increase of 56 per cent from the previous year's figure of £294 million. Gross profit (representing foreign exchange commissions earned net of payments to affiliates and bank charges) increased by 29 per cent to £2.7 million from £2.1 million in the previous year.
Shareholders' deficit at 31 March 2009 amounted to £1.6 million compared to a deficit of £0.3 million at 31 March 2008.
Sector Review
The Corporate Division has expanded rapidly with gross turnover of £314 million compared to £67 million in the prior year. Allowing for seasonal variations, the growth in revenue is strong and consistent with average monthly revenues in the last quarter and double that of the first quarter. As a result of the strong performance, the sales team was expanded in the third quarter of 2008.
The Private Client foreign exchange sector has experienced another challenging year, resulting in the Private Client Division's turnover dropping from £226 million in 2008 to £146 million in 2009.
Fundraising
Due to the downturn experienced by the Private Client Division and the delay in the launch of the Corporate Division's online trading platform, a facility of £600,000 was provided on 30 June 2008 by Wallich & Matthes BV, a wholly owned subsidiary of Ekwienox Limited. In addition, the remaining balance of £150,000 of the £700,000 convertible loan note issued by Ekwienox Fx Limited was drawn down during the year. The Company is pleased to confirm that the repayment dates for these loans have been extended to 30 September 2010.
On 20 April 2009 Ekwienox FX Limited ("Ekwienox") exercised warrants over 1,739,130 shares at 5.75 pence per share. On 2 June 2009 Ekwienox exercised warrants over 3,500,000 shares also at 5.75 pence per share. Furthermore, on 31 July 2009 Ekwienox exercised warrants over 1,749,070 and 560,000 shares at 5.75 pence per share and 6.25 pence per share, respectively. The exercise of these warrants raised £437,000 of additional working capital for the Company.
People
There has been a change to the composition of the Board in the period under review. Our thanks go to Ian Collins who left during the year.
The Company's employees have responded magnificently to the challenges that they have encountered throughout the year and the Board would like to thank them for their continuing dedication and support.
Outlook
The Directors expect that during 2010 there will be continued significant growth from the Corporate Division. In the first quarter of the fiscal year 2010, corporate revenue increased by 160 per cent and total revenue increased by 29 per cent over the same period in the fiscal year 2009. The increase in corporate revenue is a combination of new business and existing recurring business. The nature of the corporate sales model lends itself to a high level of first year costs associated with winning new business. The year under review was the first full year of sales activity and your Board expect the ratio of costs to revenue in subsequent years to reduce significantly.
The Directors believe that the current financial year will continue to be challenging for the Private Client Division. However, while the Company believes that this sector is unlikely to improve in the short term, it is possible to increase market share. With this in mind, it has developed a new marketing strategy which involves certain changes to the Company's website and increased targeted advertising spend. The Company will also be rebranding its operations as "Baydonhill fx" to improve product recognition.
Following the investment in the Corporate Division and the corresponding increase in revenue growth, the Directors are very focused on achieving breakeven on a monthly basis. A series of cost cutting initiatives have been put in place with effect from September 2009 to assist the Company to achieve this goal.
Revenue in the forthcoming year is expected to be generated primarily from the Corporate Division although the Private Client Division is still expected to make a significant contribution. In the current economic environment it is expected that the majority of the Company's growth will be derived from the Corporate Division
Sir Eric Peacock KCMG Wayne Mitchell
Chairman Chief Executive
FURTHER ENQUIRIES
Baydonhill Plc
Eric Peacock 020 7594 0515
Wayne Mitchell
John East & Partners Limited, a subsidiary of Merchant
Securities plc
Bidhi Bhoma 020 7628 2200
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2009
2009 2008
Note £ £
Turnover 2(c) 460,436,851 293,792,374
Cost of sales (457,743,038) (291,647,277)
Gross profit 2,693,813 2,145,097
Administrative expenses (3,954,516) (3,737,519)
Operating loss 3 (1,260,703) (1,592,422)
Interest receivable and similar income 99,310 177,863
Interest payable and similar charges (214,009) (55,624)
Loss on ordinary activities before taxation (1,375,402) (1,470,183)
Taxation 4 - -
Loss for the financial year (1,375,402) (1,470,183)
Basic loss per share 5 (5.64p) (6.29p)
Fully diluted loss per share 5 (5.64p) (6.29p)
BALANCE SHEET AS AT 31 MARCH 2009
2009 2008
Note £ £ £ £
FIXED ASSETS
Tangible 6 728,572 590,027
Investments 7 10 10
728,582 590,037
CURRENT ASSETS
Debtors due within one year 8 39,917,677 19,201,359
Cash at bank and in hand 2,710,550 3,892,481
42,628,227 23,093,840
CREDITORS: amounts falling due
within one year 9 (42,778,505) (22,801,713)
NET CURRENT (150,278) 292,127
(LIABILITIES)/ASSETS
TOTAL ASSETS LESS CURRENT
LIABILITIES 578,304 882,164
CREDITORS: amounts falling due
after one year 9 (2,201,824) (1,135,732)
NET LIABILITIES (1,623,520) (253,568)
CAPITAL AND RESERVES
Called up share capital 12 243,841 243,841
Share premium account 13 3,005,551 3,005,551
Profit and loss account 13 (4,930,800) (3,555,398)
Equity component of 13 57,888 52,438
convertible loans
EQUITY SHAREHOLDERS' (DEFICIT) (1,623,520) (253,568)
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2009
2009 2008
£ £
Reconciliation of operating loss to net cash flow
from operating activities
Operating loss (1,260,703) (1,592,422)
Depreciation of tangible fixed assets 188,629 93,404
Increase in debtors (20,716,318) (9,954,686)
Increase in creditors 20,163,333 10,010,174
Share - based (credit) / charge - (82,186)
Net cash outflow from operating activities (1,625,059) (1,525,716)
CASH FLOW STATEMENT (note 14)
Net cash outflow from operating activities (1,625,059) (1,525,716)
Returns on investments and servicing of finance 20,302 122,239
Taxation - -
Capital expenditure (327,174) (340,249)
Cash outflow before use of liquid resources and (1,931,931) (1,743,726)
financing
Management of liquid resources 119,200 -
Financing - Convertible Loans 150,000 1,026,000
- Issue of shares - 503,782
- Loan facility 600,000 -
Decrease in cash in the year (1,062,731) (213,944)
Reconciliation of net cash flow to movement in net
funds (note 16)
Decrease in cash in the period (1,062,731) (213,944)
Cash inflow from decrease in liquid resources (119,200) -
Convertible loan note (175,293) (973,562)
Fixed interest loan (600,000) -
Net funds at 1 April 2008 2,918,919 4,106,425
Net funds at 31 March 2009 961,695 2,918,919
NOTES TO THE PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2009
* Publication of Non-Statutory Accounts
The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 March 2008 and 2009, but is derived from those accounts. Statutory accounts for 2008 have been delivered to the Registrar of Companies and those for 2009 will be delivered following the Company's Annual General Meeting. The Auditors have reported on those accounts; their reports were unqualified and did not contain statements under the Companies Act 1985, sections 237(2) or (3).
2. Accounting Policies
(a) Basis of preparation
As a result of the company's continued investment in its corporate division offering and the development of its online trading platform, the company incurred a loss for the year of £1.4 million and at 31 March 2009 had net liabilities of £1.6 million, including convertible and unsecured loans due to its parent undertaking and related parties of £1.75 million. Both prior to and subsequent to the year end, the repayment date of these loans was formally extended to 30 September 2010. In addition, subsequent to the year end the parent undertaking, Ekwienox Limited, and one of that company's subsidiaries, Ekwienox FX Limited, exercised warrants which in aggregate raised additional equity of £437,000. Furthermore, Ekwienox Limited is also at an advanced stage of negotiations with the company to make available additional funds of up to £350,000, should it be needed.
Having regard to the above and in the context of both current and future trading, and the related cash flow projections prepared by the directors, the directors consider that, barring unforeseen circumstances, the company will have adequate resources to meet its liabilities as they fall due for at a period of at least twelve months from the date of approval of these financial statements. Accordingly, they consider it appropriate to continue to prepare the financial statements on a going concern basis.
(b) Accounting Convention
The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards. A summary of the more important accounting policies, which have been consistently applied except where noted, is set out below.
(c) Turnover and revenue recognition
Turnover represents:
1. The gross value of foreign exchange currency transactions undertaken by the Company's foreign currency business. Purchases of currency relating to such transactions are treated as cost of sales. Turnover is recognised after receiving the client's authorisation. Where the Company enters into contracts with its clients, it also enters into matched contracts with its bankers.
2. Commissions earned from arranging property finance. Such revenue is recognised when the client has entered into irrevocable arrangements with the loan provider or underwriter.
3. Operating Loss
The operating loss is stated after charging:
2009 2008
£ £
Depreciation of tangible fixed assets 188,629 93,404
Operating lease rentals - land and buildings 142,500 142,500
Exceptional item - development of Corporate Foreign - 1,122,000
Exchange division
4. Taxation
2009 2008
£ £
a) Analysis for the year
Current tax:
UK corporation tax on loss for the year - -
Adjustment in respect of previous years - -
Total current tax (note 4(b)) - -
Total deferred tax - -
Total tax for the year - -
b) Factors affecting tax for year
Loss on ordinary activities before tax (1,375,402) (1,470,183)
Expected tax at 28% (2008: 30%) (385,113) (441,055)
Expenses not deductible for tax purposes 28,445 34,528
Depreciation in excess of capital allowances /
(capital allowances 52,816 (37,514)
in excess of depreciation)
Share-based payments / credit not deductible /
assessable for - (24,656)
tax purposes
Losses arising in the period carried forward 303,852 468,697
Actual tax - -
c) Deferred tax
Potential
Short term Accelerated deferred
Timing capital tax not
Tax differences Allowances recognised Total
Losses £ £ £ Recognised
£ £
At 1 April 2008 831,571 10,720 19,691 (861,982) -
For the year 290,159 20,863 123,560 (434,582) -
At 31 March 2009 1,121,730 31,583 143,251 (1,296,564) -
d) Other factors affecting future tax
As at 31 March 2009, trading losses of approximately £3,980,000 (2008: £2,970,000) are available to carry forward against future profits of the same trade. These tax losses will reduce the corporation tax charge in future years until they have been utilised. No deferred tax asset in respect of these losses has been recognised as there is currently uncertainty as to the precise timing over which the asset will be recovered.
5. Loss per share
Both basic loss per share and diluted loss per share are based on a loss after tax of £1,375,402 (2008: £1,470,183). The basic loss per share has been calculated on a weighted average of 24,384,015 (2008: 23,354,859) ordinary shares in issue. Diluted loss and loss per share is calculated on the same basis as basic loss and loss per share because the effect of the potential ordinary shares (share options and warrants) reduces the net loss per share and is therefore anti-dilutive.
Shares issued after 31 March 2009 are disclosed in note 12.
6. Tangible Fixed Assets
On-line Leasehold Office
system improvements equipment Total
£ £ £
Cost
At 1 April 2008 566,786 165,358 600,375 1,332,519
Additions 312,425 - 14,749 327,174
At 31 March 2009 879,211 165,358 615,124 1,659,693
Depreciation
At 1 April 2008 41,609 165,327 535,556 742,492
Charge for period 137,404 31 51,194 188,629
At 31 March 2009 179,013 165,358 586,750 931,121
Net book amount
At 31 March 2009 700,198 - 28,374 728,572
At 31 March 2008 525,177 31 64,819 590,027
7. Fixed Asset Investments
Shares in subsidiary undertakings
2009 2008
£ £
Cost
At 1 April 2008 and 31 March 2009 10 10
The Company holds 100% of the ordinary share capital of Baydonhill International Mortgages Limited and FLG Insurance Brokers Limited. The net assets and trade of these subsidiaries were transferred to Baydonhill plc on 31 March 2007 and, since that date, the two companies have remained dormant.
The Company also holds 100% of the ordinary share capital of www.fx4less.com Limited, Boatfinance4less Limited, Currencies4less Limited and FLG Corporate Services Limited, all of which are dormant. All subsidiaries are registered in England and Wales.
8. Debtors
2009 2008
£ £
Due within one year
Trade debtors 39,758,114 18,985,503
Prepayments and accrued income 159,563 215,856
39,917,677 19,201,359
9. Creditors
2009 2008
£ £
Amounts falling due within one year
Trade creditors 41,654,912 21,947,213
Amounts owed to Group undertakings 389,206 588,146
Other tax and social security 99,251 54,151
Accruals and deferred income 510,732 190,531
Other creditors 124,404 21,672
42,778,505 22,801,713
Amounts falling due after one year
Convertible Loan Note dated 8 May 2007 470,069 449,899
Convertible Loan Note dated 23 August 2007 678,816 523,663
Net debt element 1,148,885 973,562
Amounts due to Group undertakings 452,939 162,170
Unsecured loan dated 30 June 2008 600,000 -
2,201,824 1,135,732
In May 2007 the Company entered into a Convertible Loan with the Ekwienox Group in the sum of £476,000, and in August 2007 it entered into a second Convertible Loan with the Ekwienox Group in the sum of £700,000, both at rates of interest based on LIBOR. At 31 March 2009 both the loans had been fully drawn down.
In 2008 the Company entered into a loan agreement with the Ekwienox Group in the sum of £600,000 with an interest rate of 12% per annum. At 31 March 2009 the loan had been fully drawn down.
10. Financial Instruments
Treasury activities take place under procedures and policies monitored by the Board. They are designed to minimise the financial risks faced by the Company which primarily arise from interest rate, currency, and liquidity risks and information is given below. As permitted by FRS13 Derivatives and other financial instruments, no further details are set out in respect of short-term debtors and creditors.
Interest rate risks
The Company has financed its operations primarily through both the issue of equity shares and through loans and convertible loans.
Floating rate loans
Floating rate assets comprise cash at bank and the Company receives interest on cash balances at rates linked to the Company's banker's base rate. At the year end, the Company had borrowings as a result of drawdowns from the loan notes amounting to £1,176,000 (2008 : £1,026,000) at rates of interest based on LIBOR.
Fixed rate loans
At the year end the Company owed ASPone Limited, the sum of £699,385 (2008 : £416,557) which bears interest at fixed rate of 10% per annum. At the year end the Company had borrowings as a result of drawdowns from the loan extended by Wallich & Matthes Holding BV of £600,000, which bears interest at a fixed rate of 12% per annum. Both rates are fixed for the term of the loan.
The Company has no other assets or liabilities that are subject to interest rate fluctuations.
Liquidity risk
The Company's treasury management policies are designed to ensure the continuity of funding. The Company has surplus cash at the year end.
Foreign currency risk
The Company does not have any significant foreign currency exposure as all foreign currency is acquired under matched contracts to fulfil contracts with clients and therefore no further analysis is required under FRS 13.
In the opinion of the directors the fair value of the financial assets and liabilities was not materially different to the carrying value.
11. Forward Delivery Contracts and Monies Due From Clients
At the year end, the amount due from clients in respect of open contracts was £36,491,535 (2008: £18,975,201).
At the year end, the Company had committed to purchase currency at fixed rates from its bankers, in respect of clients, amounting to £41,370,000 (2008: £18,586,041). The fair value of these forward foreign currency exchange contracts at the year end would give rise to a credit of £1,028,000 (2008: liability of £41,000).
12. Share Capital
Ordinary shares of 1p each
Authorised Allotted, called up and
fully paid
No. £ No. £
As at 1 April 2008 and 31 March 75,000,000 750,000 24,384,015 243,841
2009
At the end of the year the Company had granted the following warrants in respect of Ordinary shares:
Number of warrants Exercise Exercise
granted price date
Blue Oar Securities Limited 79,762 23p 4 April 2009
Ekwienox FX Limited 5,552,295 5.75p 31 March 2011
Ekwienox FX Limited 1,780,905 5.75p 31 March 2011
Ekwienox FX Limited 560,000 6.25p 30 April 2010
On 8 May 2007 Ekwienox FX Limited entered into an investment agreement with Baydonhill plc whereby Ekwienox FX Limited acquired 8,695,652 shares at a price of 5.75p. Additionally, the existing warrants and additional subscription rights held by Ekwienox FX were re-priced from 23p per share to 5.75p per share.
On the same date Ekwienox FX Limited entered into a Convertible Loan Agreement with Baydonhill plc whereby it agreed to extend to Baydonhill plc a convertible loan of £476,000 bearing interest at the rate of 3.75% above LIBOR and with conversion rights at a price of 5.75p per share.
In an investment agreement dated 8 May 2007, Wayne Mitchell subscribed for 260,869 shares, Tim Sullivan 86,956 shares and Ian Collins 69,565 shares, all at a price of 5.75p per share. Additionally, and under the terms of their Contracts of Employment, Wayne Mitchell was granted 672,268 shares and another employee 100,000 shares all at par.
On 23 August 2007 Ekwienox FX Limited entered into a Convertible Loan agreement with Baydonhill plc whereby it agreed to extend to Baydonhill plc a Convertible Loan of £700,000 bearing interest at the rate of 4.00% above LIBOR and with conversion rights at a price of 6.00p per share. In addition, the Company granted a warrant to Ekwienox FX Limited to subscribe for 560,000 Ordinary Shares at a subscription price of 6.25p exercisable at any time prior to 30 April 2010.
On 20 April 2009 Ekwienox FX Ltd exercised warrants for 1,739,130 shares at 5.75p. On 2 June 2009 Ekwienox Ltd exercised warrants for 3,500,000 shares at 5.75p. On 31 July 2009 Ekwienox FX Ltd exercised warrants for 1,749,070 shares and 560,000 shares at 5.75p and 6.25p respectively.
13. Reserves
Share premium account
At 1 April 2008 and 31 March 2009 3,005,551
2009 2008
£ £
Profit and loss account
At beginning of year (3,555,398) (2,003,029)
(Loss) for year (1,375,402) (1,470,183)
Share-based payments - (82,186)
At end of year (4,930,800) (3,555,398)
Equity element of convertible loans
At beginning of year 52,438 -
Movement in the year 5,450 52,438
At end of year 57,888 52,438
14. Gross Cash Flows
2009 2008
£ £
Returns on investments and servicing of finance
Interest received 99,310 177,863
Interest paid (79,008) (55,624)
20,302 122,239
Capital expenditure
Payments to acquire tangible fixed assets (327,174) (340,249)
Financing
Issue of share capital - 531,724
Expenses paid in connection with share issues - (27,942)
- 503,782
Management of liquid resources
Cash added to security deposit 119,200 -
15. Equity Shareholders' (Deficit)/Funds
2009 2008
£ £
At beginning of year (253,568) 742,581
Loss for the year (1,375,402) (1,470,183)
New shares issued - 531,724
Costs incurred in respect of Placing - (27,942)
Share-based payments - (82,186)
Equity element of convertible loans 5,450 52,438
At end of year (1,623,520) (253,568)
16. Analysis of Changes in Net Funds
At 1 April Cash Other non-cash At 31 March
2008 Flows movements 2009
£ £ £ £
Cash at bank and in hand 3,442,481 (1,301,131) - 2,141,350
Liquid resources 450,000 119,200 - 569,200
Debt due after one year (973,562) (750,000) (25,293) (1,748,855)
Total 2,918,919 (1,931,931) (25,293) 961,695
17. Transactions with Related Parties
During the year the Company entered into contracts to purchase foreign exchange on an arms length basis on behalf of the following related parties. The total value of the transactions during the year were:
Sail Croatia Limited, a company controlled £420,239 (2008 : £408,208)
by Mr A. Hughes
Hidden Croatia Limited, a company controlled £1,251,111 (2008 : £645,535)
by Mr A. Hughes
Ekwienox Limited, the ultimate parent £611,932 (2008 : £2,337,680)
Company
Sarah Collis, a director of the Company £ Nil (2008 : £345,686)
Arthur Hughes, the ultimate controlling £8,100,610 (2008 : £824,168)
party
Charles McLeod, a director of the Company £107,736 (2008 : £583,686)
Ian Collins, a director of the Company £ Nil (2008 : £53,547)
(until 11 August 2008)
During the year the Company incurred the following costs from related parties:
Ekwienox Limited, in respect of executive,
non-executive fees and insurance recharges £48,400 (2008 : £46,000)
Ekwienox FX Limited, fees in connection with the £ Nil (2008 : £30,000)
2008 Placing
ASPone Limited, a company controlled by Ekwienox
Limited, in respect of the development of an
online trading system and associated hosting and
consultancy charges £871,346 (2008 : £483,959)
Ekwienox FX Limited, interest payable on £102,332 (2008 : £29,363)
convertible loan notes
Wallich & Matthes Holding BV, interest on loan £30,260 (2008 : £ Nil)
note
At the end of the year the following amounts were owed from related parties:
Arthur Hughes £ 24,975 (2008 : £ Nil)
Charles McLeod £10,911 (2008 : £ Nil)
At the end of the year the following amounts were owed to related parties:
Ekwienox Limited £20,000 (2008 : £333,759)
ASPone Limited £717,589 (2008 : £416,557)
Sail Croatia Limited £ Nil (2008 : £ Nil)
Hidden Croatia Limited £ Nil (2008 : £27,883)
Charles McLeod £ Nil (2008 : £62,179)
Ekwienox FX Limited £1,250,296 (2008 : £1,026,000)
Wallich & Matthes Holding BV £630,260 (2008 : £Nil)
18. Commitments and Guarantees
The Company has a facility with its bankers for spot and forward foreign exchange trading up to a maximum contingent risk amount outstanding (as determined by the bank) of £2,500,000 (2008: £2,000,000). The contingent risk at the year end amounted to £2,557,000 (2008: £1,372,000). Subsequent to the year end the maximum contingent risk amount outstanding has been increased to £3,500,000.
The Company had no capital commitments not provided for at the year end (2008: £ NIL).
19. Share Based Payment
At the end of the year the Company had, under a previously approved Enterprise Management Incentive Plan, granted options in April 2004 and February 2005.
All options are settled by the issue of shares. The principal terms and conditions of the options outstanding at the year end are as follows:
Date of grant Entitled Number of Exercise Vesting period Exercise
employees options price from grant Period
April 2004 Employees and 40,000 60p 3 years April 2007 - April
certain directors 2014
February 2005 Director 50,000 55p 3 years February 2008 -
February 2015
July 2005 Former Director 600,000 28p 0 years July 2005 - July
2010
2009 2008
Weighted Weighted
Number average Number average
of options exercise price of options exercise price
Outstanding at the beginning 878,333 33p 2,881,833 45p
of the year
Forfeited during the year (188,333) 36p (1,928,095) 49p
Exercised during the year - 1p (75,405) 1p
Outstanding at the year end 690,000 32p 878,333 33p
Exercisable at the end of the 690,000 32p 878,333 33p
year
The options outstanding at 31 March 2009 had exercise prices ranging from 28p to 60p and the weighted average remaining contractual life was 2 years.
The fair value of the options and shares granted have been measured using the Black Scholes valuation model. In arriving at the fair value, each option grant has been valued separately, with the exception of certain options which were issued simultaneously on identical terms which have been aggregated. Volatility has been estimated by reference to the historical volatility in the Company's share price over a period of one year prior to each grant date.
The following table lists the main assumptions used in the models:
Volatility (%) 18.0 - 113.7
Risk-free interest rate (%) 4.22 - 4.86
Expected life of options (years) 10
Expected life of share-based payments (years) 1.25
Weighted average share price - options (price) 40
Weighted average share price - share based payments (pence) 11
Expected dividends None
The credit recognised for share based payments in respect of lapsed options during the year was £Nil (2008: £82,186).
20. Post Balance Sheet Events
On 23 September 2009 Ekwienox FX Ltd, a subsidiary of Ekwienox Ltd agreed to extend the maturity of the convertible loans in issue to 30 September 2010. All other terms of the convertible loan are unchanged.
21. Dividend
No dividend is proposed for the year ended 31 March 2009.
22. Copies of Annual Report & Accounts
Copies of the Report and Accounts will be posted to shareholders 30 September 2009. They will be available from the Company's registered office at 160 Brompton Road, Knightsbridge, London SW3 1HW and are available from the Company's website www.baydonhill.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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| 28-08-09 | RNS |
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RNS Number : 1503Y Baydonhill PLC 28 August 2009 28 August 2009 Baydonhill plc ("Baydonhill" or the "Company") Total Voting Rights
The Company announces that, pursuant to the requirements of the Disclosure and Transparency Rules, the total number of voting rights in respect of each class of share in issue and admitted to trading on AIM at the date of this announcement is as follows:
Enquiries:
Baydonhill Plc
John East & Partners Limited, a subsidiary of Merchant Securities PLC This information is provided by RNS The company news service from the London Stock Exchange END
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