St Helen's Capital Plc
("St Helen's Capital" or the "Company")
Unaudited Preliminary Results, Proposed Disposal of Business,
Adoption of Investing Policy and Notice of General Meeting
for the year ended 31 March 2009
St Helen's Capital (AIM: SHCP.L) today announces its unaudited preliminary results for the year ended 31st March 2009.
Chairman’s Statement
When I reported St Helen’s Capital’s interim results in December 2008, I was hopeful that market conditions would improve. Unfortunately, and despite the fact that the main global equities markets in larger companies have since staged a rally, smaller quoted companies have generally remained out of favour with both institutional and private investors.
Against the backdrop of a general global economic downturn, St Helen’s Capital has not completed any fund raisings for its publicly quoted clients during the reporting period, which reflects the lack of confidence in the prospects for smaller quoted companies.
Whilst the Company has had some recent success in securing new client mandates and completing equity fund raisings, all of these have been “off market” or pre-IPO situations, and have generally involved raising small amounts of capital. As a result, little revenue has been generated and the Company has been, and continues to be, loss making on a month by month basis.
St Helen’s Capital has a portfolio of existing clients generating regular retainer revenues, although a number of these have either terminated the services of St Helen’s Capital, delisted from AIM or PLUS or simply ceased to trade altogether. As a result, the level of annual retainer fees has declined; again, this is partially a symptom of the general market malaise and, in some cases, a reflection of the fact that St Helen’s Capital is not an integrated broking house with a NOMAD function. AIM listed companies need the services of a NOMAD at all times, and it is particularly the case that the broking function is a secondary consideration for companies, particularly when institutions are not investing in small cap companies and they are looking to make cost savings.
Proposed Disposal of Business
With the above in mind, the Board of St Helen’s Capital (the “Board”) has been in conversations over recent months with a number of parties concerning the possibility of merging the Company’s business with one, or more, similar businesses. Accordingly, the Board announces that, subsequent to the announcement of 21 July 2009, it has signed a sale and purchase agreement (the “SPA”) with Whim Gully Capital LLP, the material terms of which are as described in that announcement, save for the cash consideration which has been agreed at £200,000. The SPA is binding subject to shareholder approval being granted at a general meeting (the “General Meeting).
Notice of General Meeting
Further details of the Disposal and the proposed Investing Policy are set out in the General Meeting circular (the “Circular”) which the Company has today posted to shareholders and will shortly be available to download from the Company’s website www.sthelenscapital.com. The Circular includes the formal notice convening the General Meeting of the Company at 11.00 a.m. on 14 September 2009.
Mark Warde-Norbury
Chairman
28 August 2009
**ENDS**
Enquiries:
St Helen’s Capital Plc Tel: +44 (0) 20 7628 5582
Mark Warde-Norbury
Strand Partners Limited (Nominated Adviser) Tel: +44 (0) 20 7409 3494
James Harris / James Spinney
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St Helen's Capital Plc
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Income Statement
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Year ended 31 March
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2009
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2008
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(£)
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(£)
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Continuing operations
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Revenue
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1,065,532
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2,718,529
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Cost of sales
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(76,678)
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(262,239)
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Gross profit
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988,854
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2,456,290
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Administrative expenses
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(2,305,869)
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(2,490,510)
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Operating loss
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(1,317,015)
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(34,220)
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Investment revenues
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53,176
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96,514
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Other gains and losses
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(61,434)
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79,067
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Finance costs
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-
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(100)
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Profit/ (loss) before tax
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(1,325,273)
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141,261
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Corporation tax credit/ (charge)
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19,283
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(19,283)
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(Loss)/Profit for the period
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(1,305,990)
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121,978
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(Loss)/Earnings per share
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Basic (pence)
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(3.07)
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0.30
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Diluted (pence)
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(3.07)
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0.29
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St Helen's Capital Plc
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Balance Sheet
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As at 31 March
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2009
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2008
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(£)
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(£)
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ASSETS
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Non current assets
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Property, plant and equipment
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36,929
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77,844
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Current assets
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Available for sale investments
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116,681
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357,709
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Trading investments
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7,497
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67,629
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Trade and other receivables
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322,279
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282,310
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Cash and cash equivalents
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750,921
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1,816,395
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1,197,378
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2,524,044
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Total assets
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1,234,307
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2,601,888
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LIABILITIES
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Current liabilities
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Trade and other payables
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(133,144)
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(219,121)
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Corporation tax
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-
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(19,283)
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Total current liabilities
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(133,144)
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(238,404)
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Net assets
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1,101,163
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2,363,484
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EQUITY
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Capital and reserves attributable to equity shareholders
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Share capital
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2,137,055
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2,132,800
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Share premium account
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1,177,453
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1,171,708
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Revaluation reserves
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36,772
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133,712
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Other reserves
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603,591
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363,316
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Retained earnings
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(2,853,708)
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(1,438,052)
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Total equity
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1,101,163
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2,363,484
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St Helen's Capital Plc
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Statement of Changes in Equity
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Year ended 31 March
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Share capital
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Share premium
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Revaluation reserve
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Other reserves
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Retained earnings
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(£)
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(£)
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(£)
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(£)
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(£)
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Balance at 31 March 2007
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1,366,085
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408,432
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150,247
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105,816
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(1,560,030)
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Profit for the period
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-
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-
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-
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-
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121,978
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Issue of ordinary share capital
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766,715
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763,276
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-
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-
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Revaluation during the period
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-
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(16,535)
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-
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Provision for share-based payments
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-
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257,500
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-
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Balance at 31 March 2008
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2,132,800
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1,171,708
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133,712
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363,316
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(1,438,052)
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Loss for the period
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-
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-
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(1,305,990)
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Issue of ordinary share capital
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4,255
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5,745
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-
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-
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-
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Revaluation during the period
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-
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(96,940)
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(133,888)
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Release of reserve for lapsed options
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-
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-
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(24,222)
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24,222
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Provision for share-based payments
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-
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264,497
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-
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Balance at 31 March 2009
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2,137,055
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1,177,453
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36,772
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603,591
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(2,853,708)
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Movements on the Revaluation reserve consist of:
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2009
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2008
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Unrealised gains/(losses)
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(104,053)
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46,435
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Release of unrealised gains to Profit and Loss
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7,113
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(62,970)
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(96,940)
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(16,535)
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Other reserves consist of:
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2009
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2008
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Reserve for employee share ownership plan ('ESOP')
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(50,254)
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(50,254)
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Reserve for share based payments
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653,845
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413,570
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603,591
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363,316
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The Reserve for the ESOP comprises 232,603 shares in the Company held in an ESOP Trust. As at 31 March 2009
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and 2008, none of the shares had been unconditionally granted to any of the Company's employees and had an
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aggregate market value of £4,652 (2008: £30,820).
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St Helen's Capital Plc
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Cash Flow Statement
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Year ended 31 March
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2009
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2008
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(£)
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(£)
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Net cash from operating activities
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Operating loss
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(1,317,015)
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(34,220)
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Depreciation
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52,500
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10,000
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Profit on disposal of fixed assets
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-
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-
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Share based payments
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264,497
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257,500
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Operating cash flows before movements in working capital
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(1,000,018)
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233,280
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Movement in working capital
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Decrease/(increase) in receivables
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(39,966)
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(129,697)
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Increase/(decrease) in payables
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(66,694)
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(28,825)
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Income taxes paid
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(19,283)
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-
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(125,943)
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(158,523)
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Operating cash flow
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(1,125,961)
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74,758
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Investment activities
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Interest receivable
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53,176
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96,514
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Proceeds from disposal of tangible fixed assets
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-
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-
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Proceeds on disposal of trading investments
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5,933
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93,274
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Proceeds on disposal of available for sale investments
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2,964
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228,935
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Expenditure on tangible fixed assets
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(11,585)
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(87,844)
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Expenditure on trading investments
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-
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-
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Expenditure on available for sale investments
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-
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(104,362)
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Release/ -placing of funds on fixed term deposits
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1,500,000
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(1,500,000)
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Cash flow from investing activities
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1,550,488
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(1,273,483)
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Financing
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Issue of share capital
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10,000
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1,529,990
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Interest payable
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0
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(100)
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Cash flow from financing activities
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10,000
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1,529,890
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Net increase/(decrease) in cash
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and cash equivalents
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434,526
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331,164
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Cash and cash equivalents at start of period
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316,395
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(14,769)
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Cash and cash equivalents at end of period
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750,921
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316,395
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Increase/(decrease) in cash and cash equivalents
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434,526
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331,164
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1. Significant accounting policies
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a. Basis of accounting
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The company's financial statements have been prepared in accordance with IFRS and International
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Financial Reporting Interpretations Committee ('IFRIC') interpretations adopted by the European Union,
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and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS, with
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the prior periods being reported on the same basis.
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The financial statements have been prepared on the historical cost basis as modified by the valuation of
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certain financial instruments, as described below.
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The Company holds one 100% owned subsidiary undertaking, St Helen's Capital Group Limited, a dormant
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company, registered in England and Wales, Registered No. 5814084, with a Share Capital of £1. As the group
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accounts are virtually identical to those of the Company, the Directors have determined not to present separate
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accounts for the Group on the grounds of materiality.
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The principal accounting policies are set out below.
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b. Financial risk management objectives and policies
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The Company's principal financial assets are cash and cash equivalents, trade and other receivables
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and investments. The Company's credit risk is primarily attributable to its trade receivables and its market risk
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is primarily attributable to its investments. The amounts presented in the Balance Sheet are net of allowances
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for impairment of receivables.
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c. Financial instruments
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Available for sale investments
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Available for sale investments are initially measured at cost, including transaction costs. At each
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reporting date these instruments are measured at their fair values and resultant gains and losses,
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after adjusting for taxation, are recognised directly in equity via the revaluation reserve, until the
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