TIDMADA
RNS Number : 6521X
Adams PLC
28 November 2017
Adams plc
("Adams" or the "Company")
Interim Results for the Six Months ended 30 September 2017
Adams (AIM: ADA) generated a gross investment return of
EUR24,000 in the half year ended 30 September 2017 which resulted
in loss after tax of EUR98,000 after deduction of overheads and
other costs. This compares to an investment return of EUR127,000 in
the half year to 30 September 2016 and with a corresponding profit
after tax of EUR24,000.
In June 2017, the Company raised cash of EUR1,116,000 (after
expenses) pursuant to a share subscription open offer.
During the six months ended 30 September 2017, the Company spent
EUR1,036,000 on a new equity investment in Petrofac Limited which
is listed on the Main Market of the London Stock Exchange. In
addition, the Company generated cash proceeds of EUR84,000 from the
partial realisation of an existing investment.
Adams held 6 investments at 30 September 2017 comprising 5
quoted and 1 unquoted holding for which the total investment
carrying value at 30 September 2017 was EUR2,066,000 (31 March
2017: EUR1,101,000 represented by 4 quoted and 1 unquoted
holding).
The Company had cash balances of EUR89,000 at 30 September 2017,
compared to cash balances of EUR41,000 at the previous 31 March
2017 year end.
Net assets attributable to holders of Adams at 30 September 2017
were EUR2,132,000 (equivalent to EUR0.0258 per share) versus
EUR1,114,000 at 31 March 2017 (equivalent to EUR0.0270 per share).
The EUR1,018,000 increase in net assets in the 6 months to 30
September 2017 is attributable to proceeds from the issue of shares
of EUR1,116,000, partially offset by the loss after tax of
EUR98,000 in the period.
Underwritten open offer and majority shareholder controlled
undertaking
In order to provide the Company with additional resources with
which to fund its investment strategy, the Company raised
EUR1,116,000 (after expenses) in June 2017 pursuant to an
underwritten open offer of 41,276,616 ordinary shares at 2.5p per
share. Under the open offer, existing shareholders had an
opportunity to subscribe for new shares at the 2.5p issue price by
taking up their respective open offer entitlements which were
calculated on a pro rata basis to their holding in the existing
shares.
The open offer was fully underwritten by the Company's largest
shareholder, Richard Griffiths who had an existing holding of 29.9
per cent in the existing shares. Following the open offer, the
number of ordinary Adams shares in issue is 82,553,232 and
consequent to the subscription and underwriting shares issued to
Richard Griffiths, his holding increased to 63.8 per cent.
As a result, Adams is now a controlled undertaking of Richard
Griffiths who will, if he so wishes, be able to further increase
his interests in Adams shares without making a mandatory offer to
the remaining shareholders. Subsequent to the open offer, Richard
Griffiths has purchased further Adams shares in the AIM market such
that his current holding in the Company is now 73.0 per cent.
The Company, Cairn Financial Advisers LLP (who are the Company's
Nominated Advisor) and Richard Griffiths entered into a
relationship agreement dated 2 June 2017, which governs the
relationship between the Company and Richard Griffiths following
the open offer, to ensure that the Company shall be managed
independently for the benefit of shareholders as a whole.
Business model and change of investing policy
On 8 September 2017, shareholders approved a proposal by the
Company's directors to revise the investing policy to one which
provides the Board with a broader, more flexible approach to
creating shareholder value. The existing policy at that time was
focused on targeting undervalued or pre-commercialisation projects
and assets in the biotechnology sector, whilst also considering
opportunities in the wider technology and other sectors.
Under the revised investing policy, the Board will seek to
acquire interests in special situation investment opportunities
that have an element of distress, dislocation, dysfunction or other
special situation attributes and that they perceive to be
undervalued. The principal focus will be in the small to
middle-market capitalisation sectors in the UK or Europe, but the
directors will also consider possible special situation
opportunities anywhere in the world if they believe there is an
opportunity to generate added value for shareholders.
Events subsequent to 30 September 2017
On 5 October 2017, Adams sold its entire remaining holding of
shares in GVC Holdings plc on the Main Market of the London Stock
Exchange for a total cash consideration of GBP584,400.
On 16 November 2017, Adams received cash of GBP74,620 for its
entire holding of shares in Imagination Technologies Group Plc
consequent to the acquisition of that company by Canyon Bridge
Capital Partners LLC under a recommended cash offer at a price of
182 pence per share.
The Adams directors intend to reinvest the proceeds of the above
disposals in accordance with the Company's investing policy and on
24 November the Company used a part of the proceeds to purchase
shares in Eland Oil & Gas plc on the AIM Market of the London
Stock Exchange for a total cash consideration of GBP288,163.
Investments
The Company currently holds 4 listed investments comprising
Petrofac Limited, Eland Oil & Gas plc, Oxford Pharmascience
Group Plc and Communisis Plc. In addition, the Company holds shares
and loan notes in unquoted Sherwood Holdings Limited, which owns
Source Bioscience Plc as its principal asset.
Petrofac is a multinational service provider to the oil and gas
production and processing industry. The company designs, builds,
operates and maintains oil and gas facilities with a focus on
delivering first class project execution, cost control and
effective risk management. Petrofac has a 36-year track record and
has grown significantly to become a constituent of the FTSE 250
Index. The company has 31 offices and approximately 13,500 staff
worldwide, comprising more than 80 nationalities.
Eland is an independent oil and gas company with the principal
business objective of identifying, acquiring and developing
interests in oil and gas assets in West Africa, focused initially
on Nigeria including the prolific Niger Delta.
Oxford Pharmascience is a drug development group that
re-develops approved drugs to make them better, safer and easier to
take. The group is currently planning to demerge its existing
commercial and development assets, together with cash of around
GBP1.3 million, into a private vehicle, and provide a continued
investment in a cash shell seeking to deploy its remaining cash
assets of approximately GBP19.3 million through the reverse
acquisition of a new operating business.
Communisis is a leading provider of outsourced digital asset
management and personalised customer communication services.
Source Bioscience is an international provider of state of the
art laboratory services and products and has an expertise in
clinical diagnostics, genomics, proteomics, drug discovery &
development research and analytical testing services.
Outlook
Although the global economic cycle remains supportive of risk
assets, the potential for volatility in capital markets remains. In
particular, the alarming increase in China's debt and its likely
slowing of economic growth and concerns about the direction of US
foreign policy and trade reforms, are expected to have implications
for the whole global economy. In addition, continued economic
uncertainty post the Brexit vote, may impact currently reasonable
Eurozone growth prospects.
The Board will, therefore, continue to maintain a highly
selective investment approach in these uncertain markets.
Michael Bretherton
Chairman
28 November 2017
Enquires
Adams plc
Mike Bretherton Tel: +44 1534 719 761
Nomad - Cairn Financial Advisers
LLP
Sandy Jamieson, James Caithie Tel: +44 207 213 0880
Broker - Peterhouse Corporate Finance
Limited
Lucy Williams, Duncan Vasey Tel: +44 207 469 0930
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD TO 30 SEPTEMBER 2017
6 months ended Year ended 6 months ended
30 Sep 2017 31 Mar 2017 30 Sep 2016
Note (Unaudited) (Audited) (Unaudited)
EUR'000 EUR'000 EUR'000
Gain on investments 5 8 180 121
Dividend income 16 17 6
---------------- ------------- ---------------
Gross investment return 24 197 127
Expenses
Net foreign exchange loss (36) (15) (15)
Administrative expenses (92) (174) (88)
Operating (loss)/profit (104) 8 24
Interest income 6 6 -
(Loss)/profit on ordinary
activities before taxation (98) 14 24
Tax on (loss)/profit on ordinary
activities - - -
(Loss)/profit for the period (98) 14 24
---------------- ------------- ---------------
Total comprehensive (loss)/income
for the period (98) 14 24
(Loss)/earnings per ordinary
share
Basic and diluted 10 (0.16)EURc 0.03EURc 0.06EURc
---------------- ------------- ---------------
There are no other items of comprehensive income/(loss).
The accounting policies and explanatory notes set out below form
an integral part of the financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2017
As at As at As at
30 Sep 2017 31 Mar 2017 30 Sep 2016
(Unaudited) (Audited) (Unaudited)
Note EUR'000 EUR'000 EUR'000
Assets
Non-current assets
Investments 6 2,066 1,101 1,037
Current assets
Trade and other receivables 7 1 2 8
Cash and cash equivalents 89 41 96
------------- ------------- -------------
90 43 104
Total assets 2,156 1,144 1,141
------------- ------------- -------------
Liabilities
Current liabilities
Trade and other payables 8 (24) (30) (17)
------------- ------------- -------------
Total liabilities (24) (30) (17)
Net current assets 66 13 87
------------- ------------- -------------
Net assets 2,132 1,114 1,124
============= ============= =============
Equity
Called up share capital 9 826 413 413
Share premium 9 1,819 1,116 1,116
Retained earnings deficit (513) (415) (405)
------------- ------------- -------------
Total shareholder equity 2,132 1,114 1,124
============= ============= =============
The accounting policies and explanatory notes set out below form
an integral part of the financial statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD TO 30 SEPTEMBER 2017
Retained
Share Share Earnings
Capital Premium Deficit Total
EUR'000 EUR'000 EUR'000 EUR'000
At 31 March 2016 413 1,116 (429) 1,100
------------------------------- --------- --------- ---------- --------
Total comprehensive gain for
period - - 24 24
At 30 September 2016 413 1,116 (405) 1,124
------------------------------- --------- --------- ---------- --------
Total comprehensive loss for
period - - (10) (10)
At 31 March 2017 413 1,116 (415) 1,114
------------------------------- --------- --------- ---------- --------
Issue of shares 413 703 - 1,116
Total comprehensive loss for
period - - (98) (98)
At 30 September 2017 826 1,819 (513) 2,132
=============================== ========= ========= ========== ========
Share capital is the amount subscribed for shares at nominal
value.
Share premium represents the excess of the amount subscribed for
share capital over the nominal value of these shares net of share
issue expenses.
Retained earnings deficit represents the cumulative losses of
the Company attributable to equity shareholders.
The accounting policies and explanatory notes set out below form
an integral part of the financial statements.
STATEMENT OF CASH FLOWS
FOR THE 6 MONTH PERIOD TO 30 SEPTEMBER 2017
6 months Year 6 months
ended ended ended
30 Sep 2017 31 Mar 2017 30 Sep 2016
(Unaudited) (Audited) (Unaudited)
EUR'000 EUR'000 EUR'000
(Loss)/profit for the period (98) 14 24
Unrealised gain on revaluation
of investments (10) (166) (107)
Realised loss/(gain) on disposal
of investments 2 (14) (14)
Decrease/(increase) in trade and
other receivables 1 1 (5)
Decrease in trade and other payables (6) (2) (15)
Net cash outflows from operating
activities (111) (167) (117)
-------------- ------------- -------------
Cash flows from investing activities
Proceeds from sales of investments 84 175 65
Purchase of investments (1,041) (225) (110)
Net cash used in investing activities (957) (50) (45)
-------------- ------------- -------------
Cash flows from financing activities
Issue of ordinary share capital 413 - -
Issue of premium share capital, 703 - -
net of costs
Net cash generated from financing 1,116 -
activities -
-------------- ------------- -------------
Net increase/(decrease) in cash
and cash equivalents 48 (217) (162)
Cash and cash equivalents at beginning
of period 41 258 258
Cash and cash equivalents at end
of period 89 41 96
============== ============= =============
NOTES TO THE STATEMENT OF FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD TO 30 SEPTEMBER 2017
The accounting policies and explanatory notes set out below from
an integral part of the financial statements.
1 General information
Adams Plc is a company incorporated in the Isle of Man and is
listed on the AIM market of the London Stock Exchange.
2 Basis of preparation
The interim financial statements of Adams Plc are unaudited
condensed financial statements for the six months ended 30
September 2017. These include unaudited comparatives for the six
months ended 30 September 2016 together with audited comparatives
for the year ended 31 March 2017.
These interim condensed financial statements have been prepared
on the basis of the accounting policies expected to apply for the
financial year to 31 March 2018 which are based on the recognition
and measurement principles of International Financial Reporting
Standards (IFRS) as adopted by the European Union (EU). The
financial statements have been prepared under the historical cost
convention. The Company's presentation and functional currency is
Euros.
The interim financial statements do not include all of the
information required for full annual financial statements and do
not comply with all the disclosures in IAS 34 'Interim Financial
Reporting', and should be read in conjunction with the Company's
annual financial statements to 31 March 2017. Accordingly, whilst
the interim statements have been prepared in accordance with IFRS,
they cannot be construed as being in full compliance with IFRS.
The preparation of financial statements in conformity with IFRS
as adopted by the EU requires the use of certain critical
accounting estimates. It also requires management to exercise its
judgement in the process of applying the Company's accounting
policies.
3 Going concern
Information on the business environment, financial position and
the factors underpinning the Company's future prospects and
portfolio are included in the Chairman's Statement. The Directors
confirm that they are satisfied that the Company has adequate
resources to continue in business for the medium term based on the
current liquid resources available. For this reason, they continue
to adopt the going concern basis in preparing the financial
statements.
4 Significant accounting policies
The accounting policies adopted are consistent with those
followed in the preparation of the annual financial statements of
Adams Plc for the year ended 31 March 2017 which received an
unqualified audit opinion. A copy of these financial statements are
available on the website at www.adamsplc.co.uk.
5 Segment reporting
Operating segments for Adams Plc are reported based on the
financial information provided to the Board, which is used to make
strategic decisions. The Directors are of the opinion that under
IFRS 8 - 'Operating segments' the Company has only one reportable
segment, being Investment return. The Board assesses the
performance of the operating segment based on financial information
which is measured and presented in a manner consistent with that in
the financial statements.
5 Segment reporting (continued)
The principal sources of revenue for the Company in the period
to 30 September 2017 were as follows:
6 months 6 months
ended 30 Year ended ended 30
Sep 2017 31 Mar 2017 Sep 2016
EUR'000 EUR'000 EUR'000
Unrealised gain on investments 10 166 107
Realised (loss)/gain on investments (2) 14 14
---------- ------------- ----------
Total gain on investments 8 180 121
========== ============= ==========
6 Investments
An analysis of movements in the value of the Company's
investments is as follows:
Quoted Equity Shares Unquoted Equity Shares Unquoted Loan Notes Total
EUR'000 EUR'000 EUR'000 EUR'000
Fair value at 31 March 2016 871 - - 871
Additions at cost 7 6 97 110
Disposals (51) - - (51)
Unrealised gain on the revaluation
of investments 107 - - 107
--------
Fair value at 30 September 2016 934 6 97 1,037
Additions at cost 102 - 13 115
Disposals (110) - - (110)
Unrealised gain on the revaluation
of investments 59 - - 59
--------
Fair value at 31 March 2017 985 6 110 1,101
Additions at cost 1,036 - 5 1,041
Disposals (86) - - (86)
Unrealised gain/(loss) on the
revaluation of investments 14 - (4) 10
--------
Fair value at 30 September 2017 1,949 6 111 2,066
===================== ======================= ==================== ========
7 Trade and other receivables
As at As at As at
30 Sep 2017 31 Mar 2017 30 Sep 2016
EUR'000 EUR'000 EUR'000
Prepayments and accrued income 1 2 8
------------- ------------- -------------
1 2 8
============= ============= =============
8 Trade and other payables
As at As at As at
30 Sep 2017 31 Mar 2017 30 Sep 2016
EUR'000 EUR'000 EUR'000
Trade payables 10 14 12
Accruals 14 16 5
24 30 17
============= ============= =============
Accruals principally comprise amounts outstanding for ongoing
expenses. The carrying amount of trade payables approximates to
their fair value.
9 Share capital and share premium
Number of
shares issued Share Share
and fully capital premium
Ordinary shares of EUR0.01 paid up EUR'000 EUR'000
At 1 April 2016 41,276,616 413 1,116
--------------- --------- ---------
Issue of shares - - -
At 30 September 2016 41,276,616 413 1,116
--------------- --------- ---------
Issue of shares - - -
At 31 March 2017 41,276,616 413 1,116
--------------- --------- ---------
Issue of shares 41,276,616 413 703
At 30 September 2017 82,553,232 826 1,819
--------------- --------- ---------
In June 2017, the Company issued 41,276,616 new ordinary shares
of EUR0.01 under an open offer at 2.5 pence (2.84 EURcents) per
share.
The authorised Ordinary share capital of the Company at 30
September 2017 is 350,000,000 Ordinary Shares of EUR0.01 each (31
March 2017 and 30 September 2016: 350,000,000 Ordinary Shares of
EUR0.01 each).
10 Earnings/(loss) per share
The basic earnings/(loss) per share is calculated by dividing
the profit/(loss) after tax attributable to equity shareholders by
the weighted average number of ordinary shares in issue during the
period:
6 months Year 6 months
ended ended ended
30 Sep 2017 31 Mar 2017 30 Sep 2016
Profit/(loss) after tax attributable
to equity holders of the Company
(EUR'000) (98) 14 24
Weighted average number of ordinary
shares 62,478,812 41,276,616 41,276,616
Basic and diluted earnings/(loss)
per share (0.16)EURc 0.03EURc 0.06EURc
There were no potentially dilutive shares in issue as at 30
September 2017, 31 March 2017 and 30 September 2016.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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