COMPANY REGISTRATION NUMBER 05714562
ZIMNRG PLC
FINANCIAL STATEMENTS
29 FEBRUARY 2012
The board of directors V. Chitalu
J.C.W. De Thierry
C.P. Latilla-Campbell
Company secretary City Group Plc
Registered office 30 City Road
London
EC1Y 2AV
Auditor Edwards Veeder (Oldham) LLP
Chartered Accountants
& Statutory Auditor
Block E, Brunswick Square
Union Street
Oldham
OL1 1DE
Bankers Lloyds TSB Bank plc
39 Threadneedle Street
London
EC2R 8PT
Solicitors Edwin Coe
2 Stone Buildings
Lincoln's Inn
London
WC2A 2TH
ZIMNRG PLC
THE DIRECTORS' REPORT
YEAR ENDED 29 FEBRUARY 2012
The directors present their report and the financial statements of the company for the year ended
29 February 2012.
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The principal activity of the company during the year was that of investment holding company.
The very challenging investment climate continues in Zimbabwe. Your Board has examined a number of
prospects only two of which were considered seriously and it was felt that neither was suitable for the
company at present. Sadly the investor climate has deteriorated further in recent weeks with statements
from senior government figures stating that a compulsory 51% indigenous ownership was now insufficient and
it was indicated that beyond 90% would be looked for. Your board feels that this disadvantageous and
uncertain climate is unlikely to change materially this side of the 2013 elections. It is in this light
that the Board will undertake, in consultation with our advisors, a fundamental review of the focus of the
company as to whether we should be looking principally at resources or additional or alternative sectors,
and where this might best be done. It is the Board's intention to communicate their findings and suggested
direction for the Company to the shareholders in due course.
Please note your Directors have resolved to waive their fees until an investment or positive commercial
event takes the Company forward.
RESULTS AND DIVIDENDS
The loss for the year, after taxation, amounted to £100,842. The directors have not recommended a dividend.
FINANCIAL INSTRUMENTS
Details of the company's financial risk management objectives and policies are included in note 11 to the
accounts.
THE DIRECTORS AND THEIR INTERESTS IN THE SHARES OF THE COMPANY
The directors who served the company during the year together with their beneficial interests in the shares
of the company were as follows:
Ordinary Shares of £0.005 each
At At
29 February 2012 1 March 2011
V. Chitalu 300,000 -
J.C.W. De Thierry 2,300,000 2,000,000
C.P. Latilla-Campbell 4,190,442 3,688,375
---------------- -------------
---------------- -------------
SUBSTANTIAL INTERESTS
At the date of the report the Company had been notified that, other than directors, the following were
interested in 3% or more of the issued share capital of the Company:
No. Ordinary %
Shares
Somers Investments Limited 14,250,000 29.48
Credit Suisse Client Nominees (UK) Limited 7,500,000 15.52
Loeb Aron & Co. Limited 1,500,000 3.10
Somers Investments Limited is controlled by a discretionary trust, of which C.P. Latilla-Campbell is a
potential beneficiary.
DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law
the directors have elected to prepare the financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law
the directors must not approve the financial statements unless they are satisfied that they give a true and
fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing those financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject to any material
departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the company's transactions and disclose with reasonable accuracy at any time the financial position
of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
In so far as the directors are aware:
- there is no relevant audit information of which the company's auditor is unaware; and
- the directors have taken all steps that they ought to have taken to make themselves aware of any
relevant audit information and to establish that the auditor is aware of that information.
AUDITOR
Edwards Veeder (Oldham) LLP are deemed to be re-appointed under section 487(2) of the Companies Act 2006.
Registered office: Signed by order of the directors
30 City Road
London
EC1Y 2AV
CITY GROUP PLC
Company Secretary
Approved by the directors on ...20 July 2012.....................
ZIMNRG PLC
INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF ZIMNRG PLC
YEAR ENDED 29 FEBRUARY 2012
We have audited the financial statements of ZimNRG PLC for the year ended 29 February 2012 which comprise
the Profit and Loss Account, Balance Sheet, Cash Flow Statement, Accounting Policies 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 shareholders, 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
shareholders 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 shareholders as a body, for our audit work, for this report, or for the
opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are
responsible for the preparation of the 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 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 (APB's) Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial statements are free from material misstatement,
whether caused by fraud or error. This includes an assessment of: whether the accounting policies are
appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by directors; and the overall presentation of the
financial statements. In addition, we read all the financial and non-financial information in the annual
report to identify material inconsistencies with the audited financial statements. If we become aware of
any apparent material misstatements or inconsistencies we consider the implications for our report.
OPINION ON FINANCIAL STATEMENTS
In our opinion the financial statements:
- give a true and fair view of the state of the company's affairs as at 29 February 2012 and of its loss
for the year then ended;
- 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 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, or returns adequate for our audit have not been
received from branches not visited by us; or
- the 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.
MR LEE LEDERBERG (Senior Statutory
Auditor)
For and on behalf of
EDWARDS VEEDER (OLDHAM) LLP
Block E, Brunswick Square Chartered Accountants
Union Street & Statutory Auditor
Oldham
OL1 1DE
........................
ZIMNRG PLC
PROFIT AND LOSS ACCOUNT
YEAR ENDED 29 FEBRUARY 2012
Note 2012 2011
£ £
TURNOVER
Administrative expenses 93,113 150,739
Other operating income (1,853) (501)
--------------- --------------
OPERATING LOSS 1 (91,260) (150,238)
Loss on disposal of current asset investments (10,107) (954)
--------------- --------------
(101,367) (151,192)
Interest receivable 590 3,272
Interest payable and similar charges 4 - (15)
--------------- --------------
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (100,777) (147,935)
Tax on loss on ordinary activities 5 65 -
--------------- --------------
LOSS FOR THE FINANCIAL YEAR (100,842) (147,935)
Balance brought forward (548,190) (400,255)
-------------- --------------
Balance carried forward (649,032) (548,190)
-------------- --------------
-------------- --------------
Earnings per share (pence)
Basic 6 (0.21) (0.33)
-------------- --------------
-------------- --------------
Diluted 6 (0.20) (0.30)
-------------- --------------
-------------- --------------
All of the activities of the company are classed as continuing.
The company has no recognised gains or losses other than the results for the
year as set out above.
The accounting policies and notes below form part of these financial statements
ZIMNRG PLC
BALANCE SHEET
29 FEBRUARY 2012
2012 2011
Note £ £ £ £
FIXED ASSETS
Investments 7 - -
CURRENT ASSETS
Debtors 8 35,422 34,420
Investments 9 109,992 107,406
Cash at bank 123,913 221,246
----------- ---------
269,327 363,072
CREDITORS: Amounts falling due within one 10 9,439 24,383
year ---------- ---------
NET CURRENT ASSETS 259,888 338,689
--------- ---------
TOTAL ASSETS LESS CURRENT LIABILITIES 259,888 338,689
--------- ---------
--------- ---------
CAPITAL AND RESERVES
Called-up equity share capital 13 241,660 236,150
Share premium account 14 667,260 650,729
Profit and loss account (649,032) (548,190)
--------- ---------
SHAREHOLDERS' FUNDS 15 259,888 338,689
--------- ---------
--------- ---------
These financial statements were approved by the directors and authorised for issue on 20 July 2012, and are
signed on their behalf by:
........................
C.P. LATILLA-CAMPBELL
Company Registration Number: 05714562
The accounting policies and notes below form part of these financial statements
ZIM NRG PLC
CASH FLOW STATEMENT
YEAR ENDED 29 FEBRUARY 2012
2012 2011
Note £ £
2012 2011
NET CASH OUTFLOW FROM OPERATING 16 (100,772) (142,935)
ACTIVITIES
RETURNS ON INVESTMENTS AND SERVICING OF 16 590 3,257
FINANCE
TAXATION 16 (65) (1,895)
CAPITAL EXPENDITURE AND FINANCIAL 16 894 (376)
INVESTMENT
---------- ----------
CASH OUTFLOW BEFORE FINANCING (99,353) (141,949)
FINANCING 16 - -
DECREASE IN CASH 16 (99,353) (141,949)
---------- ----------
---------- ----------
Basis of accounting
The financial statements have been prepared under the historical cost convention, modified to include the
revaluation of financial instruments and in accordance with applicable accounting standards.
Investments
Fixed asset investments are initially recorded at cost. Investments are reviewed annually for impairment
and if any permanent diminution in value is recognised, then are written down to net realisable value.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at
the balance sheet date where transactions or events have occurred at that date that will result in an
obligation to pay more, or a right to pay less or to receive more tax, with the following exceptions:
Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of
fixed assets, and gains on disposal of fixed assets that have been rolled over into replacement assets,
only to the extent that, at the balance sheet date, there is a binding agreement to dispose of the assets
concerned. However, no provision is made where, on the basis of all available evidence at the balance
sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets
and charged to tax only where the replacement assets are sold.
Deferred tax assets are recognised only to the extent that the directors consider that it is more likely
than not that there will be suitable taxable profits from which the future reversal of the underlying
timing differences can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the
periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted
at the balance sheet date.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate
of exchange ruling at the balance sheet date. Non-monetary items carried at fair value that are denominated
in foreign currencies are retranslated at the rates prevailing on the date when the fair value was
determined. Non-monetary items that are measured at historical cost in a foreign currency are not
retranslated.
Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items
are taken to the profit and loss account. Exchange differences arising on non-monetary items, carried at
fair value, are included in the profit and loss account, except for the differences arising on the
retranslation of non-monetary items in respect of which gains and losses are recorded in equity. For such
non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.
Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual
arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument
is any contract that evidences a residual interest in the assets of the company after deducting all of its
liabilities.
Investments
All investments are initially recorded at cost, being the fair value of the consideration given and
including acquisition costs associated with the investment. All purchases and sales of investments are
recognised using trade date accounting.
After initial recognition, investments, which are classified as held for trading and available-for-sale,
are measured at fair value. Gains or losses on investments held for trading are recognised in the profit
and loss account. Gains or losses on available-for-sale investments are recognised as a separate component
of equity until the investment is disposed of or until its value is impaired, at which time the
cumulative gain or loss previously reported in equity is included in the profit and loss account.
Investments are fair valued using quoted market prices, independent appraisals, discounted cash flow
analysis or other appropriate valuation models at the balance sheet date.
Cash and cash equivalents
Cash and cash equivalents are included in the balance sheet at cost. Cash and cash equivalents comprise
cash at bank and cash in hand and short term deposits with an original maturity of 3 months or less.
ZIMNRG PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 29 FEBRUARY 2012
1. OPERATING LOSS
Operating loss is stated after charging/(crediting):
2012 2011
£ £
Losses on financial assets/liabilities at fair value (11,664) (8,938)
through the profit and loss
Net (profit)/loss on foreign currency translation (4,367) 14,800
Auditor's remuneration - audit of the financial 5,000 5,000
statements
Auditor's remuneration - other fees 1,044 1,277
--------- ---------
--------- ---------
2012 2011
£ £
Auditor's remuneration - audit of the financial 5,000 5,000
--------- ---------
--------- ---------
statements
Auditor's remuneration - other fees:
- Taxation services 402 382
- Payroll services 642 895
--------- ---------
1,044 1,277
--------- ---------
--------- ---------
2. PARTICULARS OF EMPLOYEES
The average number of staff employed by the company during the financial year amounted to:
2012 2011
No No
Number of management staff 2 2
-------- --------
-------- --------
The aggregate payroll costs of the above were:
2012 2011
£ £
Wages and salaries 44,764 50,013
Social security costs 1,646 4,155
--------- ----------
46,410 54,168
--------- ----------
--------- ----------
3. DIRECTORS' REMUNERATION
The directors' aggregate remuneration in respect of qualifying services were:
2012 2011
£ £
Executive directors salaries 32,764 44,013
Non - executive directors fees 12,000 6,000
--------- ---------
--------- ---------
4. INTEREST PAYABLE AND SIMILAR CHARGES
2012 2011
£ £
Other similar charges payable - 15
--------- ---------
--------- ---------
5. TAXATION ON ORDINARY ACTIVITIES
Analysis of charge in the year
2012 2011
£ £
Current tax:
UK Corporation tax based on the results for the year 65 -
--------- ---------
Total current tax 65 -
--------- ---------
--------- ---------
6. EARNINGS PER SHARE
The basic earnings per ordinary share is calculated by dividing profit for the year less non-equity
dividends and other appropriations in respect of non-equity shares by the weighted average number of
equity shares outstanding during the year.
The diluted earnings per ordinary share is calculated by dividing profit for the year less non-equity
dividends and other appropriations in respect of non-equity shares by the weighted average number of
equity shares outstanding during the year (after adjusting both figures for the effect of dilutive
potential ordinary shares).
The calculation of basic and diluted earnings per ordinary share is based upon the following data:
Earnings
2012 2011
£ £
Earnings for the purposes of basic earnings per share (100,842) (147,935)
--------- ---------
Earnings for the purposes of diluted earnings per share (100,842) (147,935)
--------- ---------
--------- ---------
Number of shares
2012 2011
No No
Basic weighted average number of shares 47,232,947 44,615,040
Dilutive potential ordinary shares:
Share options granted 4,000,000 4,000,000
----------- -----------
Weighted average number of shares
for the purposes of diluted earnings per share 51,232,947 48,615,040
----------- -----------
----------- -----------
There have been no other transactions involving ordinary shares or potential ordinary shares since the
reporting date and before the completion of these financial statements.
7. INVESTMENTS
Unlisted
Investment
£
COST
At 1 March 2011 and 29 February 2012
100,000
-----------
-----------
AMOUNTS WRITTEN OFF
At 1 March 2011 and 29 February 2012 100,000
-----------
-----------
NET BOOK VALUE
At 29 February 2012 and 28 February 2011 -
-----------
-----------
In the light of Lengau being unquoted, the significant market movements subsequent to the investment,
the fall of valuations of quoted mining sector stocks, particularly early stage pre-revenue
businesses, and given that Lengau has yet to raise additional capital, the directors have chosen to
value the investment in Lengau at zero at this time.
8. DEBTORS
2012 2011
£ £
Trade debtors 5,500 -
Other debtors 23,890 28,617
Prepayments and accrued income 6,032 5,803
-------- --------
35,422 34,420
-------- --------
-------- --------
9. INVESTMENTS
2012 2011
£ £
Investments held for trading 109,992 107,406
--------- ---------
--------- ---------
10. CREDITORS: Amounts falling due within one year
2012 2011
£ £ £ £
Trade creditors 2,088 2,368
Other creditors including taxation and social security:
PAYE and social security - 17,015
Accruals and deferred income 7,351 5,000
------- --------
9,439 24,383
------- --------
------- --------
11. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The company's financial instruments comprise cash held in current accounts and fixed short term
deposits.
The main purpose of financial instruments is to raise finance for the operations of the company's
business.
The main risk arising from the company's financial instruments are interest rate, currency exchange
rate and liquidity risk.
Liquidity risk
Funds are intended to finance the future development and growth of the company and the effective
management of these funds is based upon policies determined by the Board. Funds are invested through
the use of short-term deposits.
Fair values of financial assets and liabilities
The fair value of the company's financial instruments was not materially different from the book
value.
12. RELATED PARTY TRANSACTIONS
There is no individual with ultimate overall control of the company.
C. Latilla-Campbell is a director and shareholder of this company and also a director and 100%
shareholder of LFIC, the accountancy charges incurred by this company of £4,914 represent proportional
recharges in respect of the time spent on ZimNRG business by the LFIC company accountant.
13. SHARE CAPITAL
Authorised share capital:
2012 2011
£ £
150,000,000 Ordinary shares of £0.005 each 750,000 750,000
--------- ---------
--------- ---------
Allotted, called up and fully paid:
2012 2011
No £ No £
48,332,003 Ordinary shares (2011 - 48,332,003 241,660 47,229,936 236,150
47,229,936) of £0.005 each ---------- ------- ---------- -------
---------- ------- ---------- -------
During the year 502,067 shares were issued to executive directors and 600,000 shares to non-executive
directors as equity settled share based payments.
At the year end share options granted to directors at an exercisable price of £0.02 totalled 4,000,000
(2011 - 4,000,000).
14. SHARE PREMIUM ACCOUNT
2012 2011
£ £
Balance brought forward 650,729 618,321
Premium on shares issued in the year 16,531 32,408
--------- ---------
Balance carried forward 667,260 650,729
--------- ---------
--------- ---------
15. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2012 2011
£ £ £ £
Loss for the financial year (100,842) (147,935)
New equity share capital subscribed 5,510 13,111
Premium on new share capital subscribed 16,531 32,408
-------- --------
22,041 45,519
-------- --------
Net reduction to shareholders' funds (78,801) (102,416)
Opening shareholders' funds 338,689 441,105
-------- --------
Closing shareholders' funds 259,888 338,689
-------- --------
-------- --------
16. NOTES TO THE CASH FLOW STATEMENT
RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM
OPERATING ACTIVITIES
2012 2011
£ £
Operating loss (91,260) (150,238)
Increase in debtors (1,002) (22,703)
Decrease in creditors (14,944) (20,257)
(Gain)/loss on foreign currency retranslation on debt (2,020) 12,087
Fair value adjustment of current asset investments (11,664) (8,938)
Exchange (gain)/ loss on valuation of current asset
investments (1,923) 1,595
Equity settled share based payments 22,041 45,519
-------------- -------------
Net cash outflow from operating activities (100,772) (142,935)
-------------- -------------
-------------- -------------
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
2012 2011
£ £
Interest received 590 3,272
Interest paid - (15)
-------------- -------------
-
Net cash inflow from returns on investments and 590 3,257
servicing of finance -------------- -------------
-------------- -------------
TAXATION
2012 2011
£ £
Taxation (65) (1,895)
-------------- -------------
-------------- -------------
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
2012 2011
£ £
Disposal of current asset investments 8,303 2,915
Payment to acquire other current asset investments (7,409) (3,291)
-------------- -------------
Net cash outflow for capital expenditure and financial 894 (376)
investment
-------------- -------------
-------------- -------------
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
2012 2011
£ £
Decrease in cash in the period (99,353) (141,949)
Translation differences 2,020 (12,087)
-------------- -------------
Movement in net funds in the period (97,333) (154,036)
-------------- -------------
-------------- -------------
Net funds at 1 March 2011 221,246 375,282
-------------- -------------
Net funds at 29 February 2012 123,913 221,246
-------------- -------------
-------------- -------------
ANALYSIS OF CHANGES IN NET FUNDS
At Cash flows Exchange At
1 Mar 2011 movement 29 Feb 2012
£ £ £ £
Net cash:
Cash in hand and at bank 221,246 (99,353) 2,020 123,913
------------ ------------ --------- ------------
Net funds 221,246 (99,353) 2,020 123,913
------------ ------------ --------- ------------
------------ ------------ --------- ------------
The Directors of ZIM NRG Plc accept responsibility for the Content of this announcement. Loeb Aron & Co.
Ltd. are acting as the the PLUS Market Corporate Adviser to Zim NRG Plc.
Contact:
Zim NRG Plc: Christopher Latilla-Campbell cplc@lfic.co.uk
Loeb Aron & Co. Ltd. Dr Frank Lucas/ Peter Freeman 020 7628 1128 lucas@loebaron.co.uk
ENDS