Phoenician Corporation V Limited - Annual Financial Report
PHOENICIAN CORPORATION V LIMITED
REPORT OF THE DIRECTORS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2009
COMPANY INFORMATION
Directors
Mr Jason R. Futko
Ms. Lisa Lee
Mr Spencer J. Wilson
Mr Edwin S.Lee
Company Secretary
City & Westminster Consultants LLP
Registered office 7th Floor, Fairmont Building
Sheikh Zayed Road
PO Box 24459
Dubai, UAE
Auditors
Littlejohn LLP
1 Westferry Circus
Canary Wharf
London
E14 4HD
Bankers
Standard Chartered Bank
Al Abbas Building
Habib Bank Building
Bank Street, Dubai
P.O. Box 999, UAE
Corporate Advisor City & Westminster Corporate Finance LLP
2nd Floor, Stanmore House
29-30 St. James' House
London SW1A 1HB
PHOENICIAN CORPORATION V LIMITED CHAIRMAN'S STATEMENT
FOR THE YEARENDED 31 AUGUST 2009
Since admission to PLUS in January 2009, the Company has sought investment opportunities, if deemed commercially appropriate, not only in the Eastern and Central Asia regions but also Western Asia, which includes the Middle East. Currently, the Company is in discussions with Prime Investments Group Limited ("Prime"), a special purpose vehicle incorporated in the Cayman Islands regarding a possible reverse takeover of Prime by the Company (the "Proposed Transaction"). The Proposed Transaction would constitute a reverse takeover ("RTO") under the PLUS Rules for Issuers and hence the Company has asked for a suspension in trading of the Company's shares. The Directors believe the transaction will be completed in the third quarter of the 2010 fiscal year.
Jason R. Futko
Chairman
29 January 2010
PHOENICIAN CORPORATION V LIMITED
DIRECTORS' REPORT FOR THE YEARENDED 31 AUGUST 2009
The Company was incorporated on 29 May 2007. The Directors present their report and financial statements for the year to 31 August 2009.
PRINCIPAL ACTIVITIES AND REVIEW OF THE BUSINESS
The Company was formed with the intention of becoming a vehicle for Investment in Asian Active businesses and it is the intention of the Company to affect an acquisition following its admission to the PLUS Markets. As disclosed on page 7, the Company is in discussions with Prime Investments Group Limited, a company incorporated in the Cayman Islands, regarding a possible reverse takeover of Prime Investments Group Limited.
A detailed review of the business of the Company during the year and an indication of likely future developments may also be found in the Chairman's Statement.
RESULTS AND DIVIDENDS
The loss for this year ended 31 August 2009 was £191,722 (2008 - £50,641). The Directors do not recommend the payment of a dividend.
DIRECTORS
The names of the current Directors of the Company are shown in the Company information on page 2. Jason R Futko, Lisa Lee, Spencer J Wilson and Edwin S Lee were appointed on 29 May 2007.
DIRECTORS' INTERESTS
The Directors who served during the year ended 31 August 2009 or prior to the date of this report had, at that time the following beneficial interests in the shares of the Company: 31 August 2009 31 August 2008
Ordinary Shares Ordinary Shares
Jason R. Futko 5,000 -
Lisa Lee 5,000 -
Spencer J Wilson 5,000 -
Edwin S Lee 5,000 -
PHOENICIAN CORPORATION V LIMITED - DIRECTORS' REPORT (continued)
FOR THE YEARENDED 31 AUGUST 2009
KEY PERFORMANCE INDICATORS
The Board monitors the activities and performance of the Company on a regular basis. The primary performance indicator applicable to the Company is Return on Investment. This key performance indicator was not significant during the year ended 31 August 2009; however, it will be assessed during the 2010 year and reported on in the 2010 Directors' Report.
RISK MANAGEMENT
The company's activities expose it to a variety of financial risks: market risk (including currency risk), credit risk and liquidity risk.
Risks are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the Company.
Foreign exchange risk
The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to UK pound, US dollar and CAN dollar. Foreign exchange risk arises from recognised monetary assets and liabilities. The exposure to this risk is not considered material to the Company's operations and thus the Directors consider that, for the time being, no hedging or other arrangement are necessary to mitigate this risk.
Credit risk
The Company considers that it is not exposed to major concentrations of credit risk.
Liquidity risk
The Company ensures that its liquidity is maintained by entering into financial instruments to support operational and other funding requirements. The liquidity and funding management process includes projecting cash flows and considering the level of liquid assets in relation thereto, monitoring balance sheet liquidity and maintaining funding sources and back-up facilities.
Financial Risk Management
The Company's operations expose it to a variety of financial risks that include the effect of changes in debt market prices and foreign currency exchange rates and interest rate risk. The Company has a risk management programme in place that seeks to limit the adverse effects on the financial performance of the Company by monitoring levels of debt finance and the related finance costs. The Company does not use derivative financial instruments to manage interest rate costs and, as such, no hedge accounting is applied.
Details of the Company's financial risk management policies are set out in Note 1 to the Financial Statements.
Internal Controls
The Board recognises the importance of both financial and non-financial controls and has reviewed the Company's control environment and any related shortfalls during the year. Since the Company was established, the Directors are satisfied that, given the current size and activities of the Company, adequate internal controls have been implemented. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, in light of the current activity and proposed future development of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.
PHOENICIAN CORPORATION V LIMITED
DIRECTORS' REPORT (continued)
FOR THE YEARENDED 31 AUGUST 2009
Going Concern
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and, therefore, continue to adopt the going concern basis in preparing the Annual Report and Financial Statements. Further details on their assumptions and their conclusion thereon are included in the statement on going concern at Note 2.
Post Balance Sheet Events
The Company is in discussions with Prime Investments Group Limited, a company incorporated in the Cayman Islands, regarding a possible reverse takeover of Prime Investments Group Limited by the Company.
The Company is in the process of conducting due diligence and no binding agreement with Prime Investments Group Limited has been entered into by the Company in relation to this reverse takeover.
Policy and Practice on Payment of Creditors.
The Company agrees terms and conditions for its business transactions with suppliers. Payment is then made in accordance with these terms, subject to the terms and conditions being met by the supplier. As at 31 August 2009, the Company had an average of 35 days (2008 - 35 days) purchases outstanding in trade and other payables.
Disclosure of Information to Auditors
So far as each of the Directors is aware at the time the report is approved:
* there is no relevant audit information of which the Company's auditors are 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 auditors are aware of that information.
Auditors
Littlejohn LLP were appointed auditors to the Company and, in accordance with applicable laws and regulations, a resolution proposing that they be re-appointed will be put to the Annual General Meeting.
This report was approved by the Board on 29 January 2010 and signed on its behalf by.
Edwin S. Lee
Director
PHOENICIAN CORPORATION V LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES
FOR THEYEARENDED 31 AUGUST 2009
Directors' responsibilities
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.
The PLUS Market Rules, as published by PLUS Markets plc ("the PLUS Rules"), requires the Directors to prepare Financial Statements for each financial year. Under the PLUS Rules the Directors have prepared the Financial Statements in accordance with EU-Endorsed International Financial Reporting Standards (IFRS). The Financial Statements are required by the PLUS Rules to give a true and fair view of the state of affairs of the Company at 31 August 2009 and of the profit or loss for the year then ended. In preparing these Financial Statements the Directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgments and estimates that are reasonable and prudent;
* state that the Financial Statements comply with IFRS, subject to any material departures disclosed and explained in the Financial Statements; and
* prepare the Financial Statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business, in which case there should be supporting assumptions or qualifications as necessary.
The Directors confirm that they have complied with the above requirements in preparing the Financial Statements.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company, and enable them to ensure that the Financial Statements comply with applicable laws and regulations. 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.
PHOENICIAN CORPORATION V LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF PHOENICIAN CORPORATION V LIMITED
We have audited the Financial Statements of Phoenician Corporation V Limited for the year ended 31 August 2009 which comprise the Income Statement, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement, the accounting policies and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the Company's shareholders, as a body in compliance with the PLUS Market Rules as published by PLUS Markets plc (the "PLUS Rules"). 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 Auditors
As explained more fully in the Directors' Responsibilities Statement, 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 the Financial Statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the UK Auditing Practices Board's Ethical Standards for Auditors.
Auditor's Responsibilities
Our responsibility is to audit the Financial Statements, in accordance with relevant legal and regulatory requirements including the PLUS Rules and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the Financial Statements give a true and fair view, and have been properly prepared in accordance with the PLUS Rules. We also report to you whether, in our opinion, the information given in the Directors' Report is consistent with the Financial Statements. The information given in the Directors' Report includes that specific information presented in the Chairman's Statement that is cross referred from the Business
Review section of the Directors' Report.
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations that we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed. We read the other information contained in the annual report, and consider whether it is consistent with the audited Financial Statements. The other information comprises only the Directors' Report, and the Chairman's Statement. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the Financial Statements. Our responsibilities do not extend to any other information.
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 the Directors, and the overall presentation of the Financial Statements.
PHOENICIAN CORPORATION V LIMITED
INDEPENDENT AUDITORS' REPORT (continued)
TO THE SHAREHOLDERS OF PHOENICIAN CORPORATION V LIMITED
Opinion
In our opinion the Financial Statements:
* give a true and fair view of the state of the Company's affairs as at 31 August 2009 and of its loss for the year then ended; and
* have been properly prepared in accordance with IFRS as adopted by the European Union.
Littlejohn LLP
1 Westferry Circus
Chartered Accountants Canary Wharf
and Registered Auditors London E14 4HD
29 January 2010
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