Half-year Report

FOR RELEASE 7 am 15 July 2016

 

Opera Investments plc

Unaudited Interim Results to 30 June 2016

Opera Investments plc ("Opera" or the "Company") is pleased to announce its unaudited interim results for the six month period to 30 June 2016.

Chairman's Report

Dear Shareholders

 

It is with pleasure that I present the half-yearly report to the shareholders of Opera Investments plc (the Company or Opera) for the period to 30 June 2016.

 

From July 2015 to early May 2016, the Directors of Opera worked continuously to seek to complete the potential Acquisition of SoloPower Systems Holdings, Inc. (SoloPower) for the benefit of Opera's shareholders. SoloPower is a portfolio company of Hudson Clean Energy Partners ("Hudson").

 

On 3 May 2016, the Company received notification from Hudson that SoloPower was seeking to fund itself without the requirement for a public offering and London Listing. The Directors therefore announced that the Acquisition would not proceed and announced that the Heads of Terms Agreement with Hudson had been terminated. The Directors maintain that it would have been very much in the best interests of Opera's shareholders and worked as hard as possible to complete the transaction. Following termination, the Company recovered significant costs totalling £219,015 relating to the transaction from Hudson, classified as other operating income in these results.

 

On 15 July 2016, the Directors of Opera announced that it has reached a heads of terms agreement with Highlands Natural Resources plc ("Highlands"), to acquire all of the issued share capital of Highland's subsidiary, Highlands Helium Development Limited. On 11 July 2016, the Directors announced that the agreement between Opera and Highlands had been terminated as it did not fit within the investment criteria of Opera. The Company incurred no material due diligence costs relating to this potential transaction.

 

The Directors continue to identify and analyse suitable investment opportunities in the mining and energy sectors that could fit within the Company's investment strategy. We are determined to deliver value for our shareholders and reiterate that we will only proceed and commit the Company's cash resources to the investigation of a potential acquisition on the identification of a compelling transaction.

 

Further announcements will be made in due course and I look forward to updating our shareholders on progress at the appropriate time as soon as appropriate and possible.

 

Principal risks and uncertainties

 

The Board provides leadership within a framework of appropriate and effective controls. The Board has set up, operates and monitors the corporate governance values of the Company, and has overall responsibility for setting the Company's strategic aims, defining the business objectives, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company's business both prior to and following an acquisition.

 

There have been no significant changes in the principal risks and uncertainties as set out in the Company's prospectus dated 22 April 2015.

 

Paul Dudley

Chairman

14 July 2016

Unaudited statement of profit or loss and other comprehensive income for the six month period to 30 June 2016

	Note	1 Jan 2016 to 30 June 2016 £	11 Nov 2014 to 30 June 2015 £	11 Nov 2014 to 31 Dec 2015 £
Administrative costs		(151,964)	(26,823)	(448,691)
Other operating income	4	219,015	-	-
Operating Profit / (Loss)		67,051	(26,823)	(448,691)
Net finance costs		-	-	-
Profit / (Loss) before taxation		67,051	(26,823)	(448,691)
Taxation		-	-	-
Profit / (Loss) for the period attributable to owners of the company		67,051	(26,823)	(448,691)
Total comprehensive income attributable to the owners of the company		67,051	(26,823)	(448,691)
Profit / (Loss) per share		£	£	£
Basic	5	0.004	(0.0016)	(0.0358)
Diluted	5	0.004	(0.0016)	(0.0358)

Unaudited statement of financial position as at 30 June 2016

	Note	30 June 2016 £	30 June 2015 £	31 Dec 2015 £
CURRENT ASSETS
Cash		716,446	1,080,720	813,455
Total current assets		716,446	1,080,720	813,455
LIABILITIES
Trade and other payables		(6,955)	(16,412)	(171,015)
Total current liabilities		(6,955)	(16,412)	(171,015)
NET ASSETS		709,491	1,064,308	642,440
EQUITY
Capital and reserves attributable to owners of the company
Share capital	6	172,500	172,500	172,500
Share premium		918,631	918,631	918,631
Retained earnings		(381,640)	(26,823)	(448,691)
		709,491	1,064,308	642,440

Unaudited statement of changes in equity for the six month period to 30 June 2016

	Share capital	Share premium	Retained earnings	Total
	£	£	£	£
Transactions with owners
Shares issued	172,500	1,080,000		1,252,500
Share issue costs	-	(161,369)	-	(161,369)
Total transactions with owners	172,500	918,631	-	1,091,131
Comprehensive Loss
(Loss) for the period ending 30 June 2015	-	-	(26,823)	(26,823)
Total owners' equity at 30 June 2015	172,500	918,631	(26,823)	1,064,308
Comprehensive (Loss)
(Loss) for the period 1 July to 31 Dec 2015	-	-	(421,868)	(421,868)
Total owners' equity at 31 December 2015	172,500	918,631	(448,691)	642,440
Comprehensive Profit / (Loss)
Profit for the period ending 30 June 2016	-	-	67,051	67,051
Total owners' equity at 30 June 2016	172,500	918,631	(381,640)	709,491

 

Unaudited statement of cash flows for the six month period to 30 June 2016

	1 Jan 2016 to 30 June 2016 £	11 Nov 2014 to 30 June 2015 £	11 Nov 2014 to 31 Dec 2015 £
Cash flows from operating activities
Operating Profit / (Loss)	67,051	(26,823)	(448,691)
(Decrease) / Increase in payables	(164,060)	16,412	171,015
Net cash used in operating cash flows	(97,009)	(10,411)	(277,676)
Net cash used in cash flows from investing activities
Interest received	-	-	-
Net cash generated from investing activities	-	-	-
Cash flow from financing activities
Issue of share capital for cash	-	1,252,500	1,252,500
Share issue costs	-	(161,369)	(161,369)
Net cash generated from financing activities	-	1,091,131	1,091,131
Net decrease in cash and cash equivalents	(97,009)	1,080,720	813,455
Net cash at start of the period	813,455	-	-
Cash and cash equivalents at period end	716,446	1,080,720	813,455

Notes to the interim accounts

For the period for the six month period to 30 June 2016

1. General information

Opera Investments Plc is a company incorporated in the United Kingdom.

These condensed interim financial statements for the six month period to 30 June 2016 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and IAS 34 "Interim Financial Reporting" as adopted by the European Union and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2015 were approved by the board of directors on 23 March 2016 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006. The Company prepares its annual financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and these condensed interim financial statements should be read in conjunction with the accounting policies disclosed in the Company's annual financial statements for the period ended 31 December 2015.

The half year results have not been audited or subject to review by the Company's auditors.

2. Changes in accounting policies

 

The assessment of new standards, amendments and interpretations issued but not effective, are not anticipated to have a material impact on the financial statements.

 

3. Going concern

 

The Company's activities, together with the factors likely to affect its future development and performance, the financial position of the Company, its cash flows and liquidity position have been considered by the Directors, taking account of the current market conditions which demonstrate that the Company shall continue to operate within its own resources. The Directors have sought to minimise the transaction costs with respect to the abortive acquisitions as set out in the Chairman's Report. In particular, the Directors will continue to seek to ensure that abort fee arrangements are in place and fees incurred by the Company in such circumstances relating to potential acquisitions are also minimised so as to preserve shareholder's funds, and can be met from current liquid resources.

 

The Directors believe that the Company is well placed to manage its business risks successfully, and that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they consider it appropriate to adopt the going concern basis in preparing these condensed financial statements.

 

4. Other operating income

 

Other operating income relates to due diligence expenses that were recovered for the benefit of the Company in accordance with a terminated Heads of Agreement with Hudson Clean Energy Partners relating to the potential acquisition of SoloPower Systems Holdings, Inc.

 

5. Profit / (loss) per share

 

The calculation of the basic and fully diluted profit per share is based on the profit for the period after tax of £67,051 (30 June 15: loss £(26,823); 31 December 15: loss £(448,691)) divided by the weighted average issued ordinary shares of 17,250,000 (December 2015: 12,537,805).

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has no dilutive instruments in existence.

 

6. Issued share capital

 

Allotted and called up share capital:                                                             

 

	30 June 2016 £
17,250,000 Ordinary shares of £0.01 each	172,500

 

7. Related parties

 

As set out in the Company's prospectus dated 22 April 2015 issued at the time of the listing of the Company's ordinary shares on the London Stock Exchange (the Listing), HD Capital Partners Ltd entered into a Corporate Advisor Mandate with the Company on the Listing of the Company for the provision of certain corporate services to the Company at a rate of £2,000 per month (plus VAT).

 

Mr Paul Dudley, Chairman of Opera Investments plc is also a Director of HD Capital Partners Ltd.

 

Since the Listing, Paul Dudley and Myles Campion have been paid a director's fees of £1,500 per month each.

 

No directors' expenses were due at year end. In the period, Paul Dudley incurred costs on behalf of the Company of £14,959 directly associated with due diligence which were repaid by the Company. In the period, Myles Campion incurred costs on behalf of the Company of £7,454 directly associated with due diligence which were repaid by the Company.

 

8. Board approval

 

These interim results were approved by the Board of Opera Investments plc on 14 July 2016.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

                      

The Directors are responsible for preparing the Half Yearly Report and the interim financial statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority. The Directors are required to prepare interim financial statements for the Group in accordance with International Accounting Standard 34 "Interim financial reporting". Under company law as if it applied to interim financial statements, the Directors must not approve the interim financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period.

 

International Financial Reporting Standards require that financial statements present fairly for each period the Company's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board's 'Framework for the Preparation and Presentation of Financial Statements'. Directors are also required to:

 

§ select suitable accounting policies and apply them consistently;

§ make judgements and accounting estimates that are reasonable and prudent;

§ present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

§ provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

§ prepare the financial statements on the going concern basis unless it is inappropriate to presume 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 which disclose with reasonable accuracy at any time the financial position of the Company, and to enable them to ensure that the interim financial statements comply with the Companies Act 2006 as if it applied to interim financial statements. The Directors 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.

 

The Directors are responsible for the maintenance and integrity of the Company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.

 

DIRECTORS RESPONSIBILITY STATEMENT AND REPORT ON PRINCIPAL RISKS AND UNCERTANTIES

 

We confirm to the best of our knowledge:

 

(a)  The condensed set of financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

 

(b)  The interim management report includes a fair review of the information required by:

 

(1)  DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the six month period to 30 June 2016 and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

(2)  DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the six month period to 30 June 2016 of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party described in the last annual report that could do so.

 

Paul Dudley, Chairman

 

14 July 2016

 

Other Directors:

 

Myles Campion