TIDMSYG
RNS Number : 1064G
Speymill PLC
26 June 2012
7.00am on 26 June 2012
Speymill plc
("Speymill" or the "Company")
Annual Report and Accounts and
Notice of AGM
The Company is pleased to announce its audited annual report and
accounts for the year ended 31 December 2011 (the "Accounts"). The
Accounts containing an unqualified audit opinion will be sent to
Shareholders shortly and will also shortly be available at the
Company's website, www.speymill.com.
The Accounts also include a Notice of Annual General Meeting to
be held at The Claremont Hotel, 18/19 Loch Promenade, Douglas, Isle
of Man on 6 August 2012 at 10am.
Contacts:-
Speymill plc
Denham Eke, Chief Executive Officer Tel: +44 (0) 1624 639396
Nominated Advisor and Broker Tel: +44 (0)20 7628 3396
Beaumont Cornish Limited
Roland Cornish and James Biddle
Note:
The financial information set out below comprises non-statutory
accounts. The financial information for the year ended 31 December
2011 has been extracted from accounts for the year ended 31
December 2011 on which the report of the auditors was
unqualified.
Extracts of the Accounts are set out below:
Chairman's statement
In our interim report, I reported on the progress that the group
had made in restructuring following the termination of our
relationship with Speymill Deutsche Immobilien Company plc ("SDIC")
and the disposal of our German subsidiary, GOAL service GmbH
("GOAL") during 2010. I am pleased to have the opportunity to
report further on the activities of the Group for the twelve months
ending 31 December 2011.
Results
During the year ended 31 December 2011, the Group returned a
loss before tax of GBP0.46 million, compared to a full year profit
for the year ended 31 December 2010 of GBP5.98 million. These
figures represent a combination of continuing and discontinuing
operations, with continuing operations returning a loss before tax
of GBP0.93 million for 2011, compared to a loss of GBP1.17 million
for the twelve months to 31 December 2010. The prior year result
included a profit of GBP6.78m in relation to the termination
agreement with SDIC for services provided by the Group.
The result includes a loss of GBP0.21 million in respect of the
valuation of interest rate swaps associated with the loans
financing German investment properties. The figure reported in 2010
was a profit of GBP0.21 million for the period from the acquisition
of the entities to 31 December 2010. These interest rate swaps were
in place at the time that the property owning entities were
acquired and are required, under International Financial Reporting
Standards ("IFRS"), to be valued on a mark-to-market basis at the
end of each accounting period. This represents an accounting entry
rather than any trading profit or loss and will ultimately reverse
by the maturity of the interest rate swap instrument. It should
also be noted that this does not represent any movement in cash
resources.
Excluding the effects of the interest rate swaps, the Group
would have reported a loss of GBP0.72 million on continuing
activities, compared to a comparative loss of GBP1.38 million for
the year ended 31 December 2010. I would also comment that the
Group has continued to reduce costs where possible, however, some
of these changes will only be effective from the date of
implementation in 2011 and will therefore reflect more fully in the
operating costs for 2012.
Speymill Contracts Limited ("Speymill Contracts") has continued
to see an improvement in performance, as reported in both the
previous annual report and the interim report for 2011. For the
full year, Speymill Contracts made a profit before tax of GBP0.11
million (2010: loss of GBP0.59m) and this return to profitability
does reflect the continued hard work and commitment by the
management team at that operation.
The Group's German property investments generated a loss of
GBP0.75 million. This compares to a profit of GBP0.15m recorded in
2010 but it should be noted that this includes the effect of
interest rate swaps, as noted above. The results also include the
cost of internal funding to Horsfield Limited and Wyatt Limited,
the two property owning entities, which amounted to GBP0.44 million
in the current year and GBP0.17 million in the prior year.
Therefore, excluding the effect of the accounting treatment of
interest rate swaps and the effective cost of internal funding, the
trading result for the German investment properties was a loss of
GBP0.10 million for 2011 (2010: a loss of GBP0.23 million). The
profit for 2010 was from the dates of acquisition of the majority
of shares in each of the two property owning companies and does not
reflect a full year's trading.
The Group's turnover for continuing operations for the year was
GBP32.03 million, an increase of 106.2% on the turnover of GBP15.53
million for the comparative activities in 2010. This reflects both
the increased turnover at Speymill Contracts where the turnover has
increased by 103.4% to GBP30.5 million and the fact that the
turnover for the German investment properties is for a full year
rather than for part of the year as it was in 2010.
As with the prior year, there is no tax charge for the year in
respect of continuing activities. In relation to discontinued and
discontinuing operations, there is a tax recovery of GBP0.39
million (2010 a tax charge of GBP0.25 million) which is primarily
driven by updated assessments on those operations and a revision of
provisions accordingly.
Financial position
The Group's financial position showed net assets of GBP3.03
million at 31 December 2011, compared to GBP3.39 million as at 31
December 2010.
As I reported in our annual statement for 2010, I (together with
Burnbrae Limited) agreed to provide a further shareholder loan
facility to the Group. This facility was provided with a limit of
GBP5 million until 30 June 2012 with an interest rate of 8% and
with all other terms remaining as per the previous facility. As
announced on 16 April 2012, this facility has now been extended to
30 June 2013 to ensure that the Group has adequate working capital
for the foreseeable future. The Board of Directors will continue to
review the position with regard to any conversion of the
shareholder loan and a general offer to all shareholders but will
only pursue this if they feel that it is in the interests of all
parties.
Speymill Contracts
The Group was further encouraged by the consistent improvement
in results from this company in what continues to be a difficult
economic environment. For the year ending 31 December 2011,
Speymill Contracts reported a profit before tax of GBP0.11 million
(2010: a loss of GBP0.59m).
Turnover at Speymill Contracts increased by 103.4% to GBP30.5
million in 2011 (2010: GBP14.99 million).
The significant increase in turnover and the return to
profitability is very pleasing and reflects the hard work committed
to this business within a disciplined and risk managed approach.
However, the economic environment in which Speymill Contracts
operates remains challenging and we currently expect that the
turnover for 2012 will be broadly similar to that experienced in
2011.
We remain positive about the long terms prospects and believe
that Speymill Contracts has a strong future as the leading builder
of budget hotels in the UK, but we remain committed to the focus on
the risk management which has underpinned this company's recent
improvement. Given the prevailing economic conditions, we believe
that a focus on risk management is essential.
German Property Investment
As I reported last year, as part of the arrangement to terminate
the Group's IMA with SDIC, the Group acquired 94.9% of each of two
former subsidiaries of SDIC. These two entities, Horsfield Limited
and Wyatt Limited, each own German residential investment
properties. The gross value of the properties across both companies
is in excess of EUR26 million.
The twelve months to the end of 31 December 2011 represent the
first full calendar year of ownership of these entities. For the
year ending 31 December 2011, these entities produced a turnover of
GBP1.54 million and a loss before tax of GBP0.75 million. This
compares to a turnover of GBP0.55 million and a net profit of
GBP0.15 million for the period from acquisition to the end of
2010.
As stated earlier, the results for the German property
investment entities include both the effects of accounting for
interest rate swaps and the cost associated with the internal
funding provided to these entities. Excluding the effect of the
accounting treatment of interest rate swaps and the effect of
internal funding, the trading result for the German investment
properties was a loss of GBP0.10 million for 2011 (2010: a loss of
GBP0.23 million). It should be remembered that the profit for 2010
was from the date of acquisition of the majority of shares in each
of the two property owning companies and does not reflect a full
year's trading.
The Group continues to seek to maximise the return from these
assets and are working with a local property management company to
do this.
Update on Far Eastern activities
As I reported in the Group's interim report for 2011, the notice
period in relation to the investment management agreement with
Speymill Macau Property Company plc ("Speymill Macau") ended on 28
June 2011 and the group no longer provides any services to Speymill
Macau. Accordingly, we have closed our Far East operation, based in
Hong Kong.
Speymill Deutsche Immobilien Company plc
As part of the acquisition of GOAL and termination of the
Investment Management Agreement, SDIC issued convertible loan notes
("Loan Notes") to Speymill in an aggregate amount of EUR2.088
million. As announced on 24 May 2012, a final settlement has been
reached in relation to these Loan Notes.
Restructuring
The Group has sought to reduce its operating costs since the
restructuring process commenced and has closed both its London and
Hong Kong based investment advisory functions, Speymill Property
Group (UK) Limited and Speymill Property Group (Far East) Limited
during 2011.
The Group has significantly reduced its operation and cost base
in the Isle of Man during 2011, reflecting the termination of
investment management activities and the on-going operations of the
Group.
As announced on 26 January 2011, the composition of the board of
directors has also changed. Bob MacDonald, the then Chief Executive
Officer, and Sir James Mellon both resigned from the board of
directors earlier in 2011 leaving myself as Executive Chairman,
Denham Eke as Chief Executive Officer and Lincoln Forrest as a
non-executive director.
Since the termination of the investment management agreement
with SDIC and the disposal of GOAL, we have been working to ensure
that the staffing levels and costs are appropriate to the on-going
activities of the Group. As I have already indicated, a number of
these changes have taken effect during 2011 and therefore 2012 will
be the first year to benefit from all the revised costs for the
whole year.
As a result of taking steps to reduce overheads and to ensure
that sufficient working capital is available through the increased
and extended shareholder loan facility noted above, the Directors
are of the opinion that it remains appropriate to prepare the
Group's financial statements on a "going concern" basis. Please
also refer to note 1 of the consolidated financial statements for
further details.
Outlook
Speymill continues to look to all opportunities to increase
value for its shareholders, and will concentrate on the nurturing
and growth of its German property investment activities and its
activities at Speymill Contracts.
Jim Mellon
Chairman
25 June 2012
Consolidated income statement
For the year ended 31 December 2011
2011 2010
Total Total
GBP'000 GBP'000
----------------------------------------- --------- ---------
Turnover 32,027 15,533
Cost of sales (29,042) (13,213)
----------------------------------------- --------- ---------
Gross profit 2,985 2,320
----------------------------------------- --------- ---------
General administrative expenses (2,586) (2,816)
Share-based payments (7) (61)
----------------------------------------- --------- ---------
Total operating costs (2,593) (2,877)
----------------------------------------- --------- ---------
Profit/(loss) from operations 392 (557)
Net finance costs (1,317) (616)
--------- ---------
Loss on ordinary activities before
taxation (925) (1,173)
Taxation - -
----------------------------------------- --------- ---------
Loss after taxation from continuing
operations (925) (1,173)
----------------------------------------- --------- ---------
Profit after taxation from discontinued
operations 852 6,898
----------------------------------------- --------- ---------
(Loss)/profit after taxation (73) 5,725
Attributable to:
Owners of the Company (34) 5,717
Non-controlling interest (39) 8
----------------------------------------- --------- ---------
(73) 5,725
----------------------------------------- --------- ---------
(Loss)/earnings per share (pence)
----------------------------------------- --------- ---------
Basic (0.06) 9.79
----------------------------------------- --------- ---------
Diluted (0.06) 9.79
----------------------------------------- --------- ---------
Consolidated statement of comprehensive income
For the year ended 31 December 2011
2011 2010
Total Total
GBP'000 GBP'000
-------------------------------------------------------- --- -------- --------- ------ -------- --------
(Loss)/profit for the year (73) 5,725
-------------------------------------------------------------------------------------------------- -------- --------
Other comprehensive income:
Revaluation of available-for-sale financial assets (54) (135)
Currency translation differences on foreign operations (304) (282)
--------------------------------------------------------------------------------------------------
Total comprehensive (loss)/ income for the year (431) 5,308
-------------------------------------------------------------------------------------------------- -------- --------
Statements of financial position
As at 31 December 2011
31-Dec 31-Dec 31-Dec 31-Dec
2011 2011 2010 2010
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- -------- -------- -------- ---------
Non-current assets
Property, plant and equipment 51 - 153 17
Investments in subsidiaries
and joint ventures - 1,134 - 1,129
Investment property 22,131 - 22,626 -
Available-for-sale financial
assets 1,375 - 1,287 -
Total non-current assets 23,557 1,134 24,066 1,146
-------------------------------- -------- -------- -------- ---------
Current assets
Due from customers for
contract work 1,349 - 1,228 -
Trade and other receivables 3,683 19,815 2,734 17,289
Cash and cash equivalents 1,066 23 1,551 212
Total current assets 6,098 19,838 5,513 17,501
Total assets 29,655 20,972 29,579 18,647
-------------------------------- -------- -------- -------- ---------
Equity
Capital and reserves
Ordinary share capital 584 584 584 584
Share premium 34 34 34 34
Share-based payments
reserve 146 146 1,105 1,105
Other income reserve (920) (494) (562) 45
Retained income 3,494 15,988 2,493 719
-------------------------------- -------- -------- -------- ---------
Equity attributable to
owners of the Company 3,338 - 3,654 -
Non-controlling interest (308) - (269) -
Total equity 3,030 16,258 3,385 2,487
-------------------------------- -------- -------- -------- ---------
Non-current liabilities
Interest Bearing Loans 14,417 - 14,915 -
Derivative Financial
Instruments 1,046 - 838 -
Shareholders' loan 2,754 2,754 3,241 3,241
-------------------------------- -------- -------- -------- ---------
Total non-current liabilities 18,217 2,754 18,994 3,241
-------------------------------- -------- -------- -------- ---------
Current liabilities
Bank overdraft - - 989 -
Trade and other payables 4,622 1,960 3,643 12,918
Due to suppliers for
contract work 3,612 - 2,212 -
Obligations under finance
leases - - 1 1
Interest Bearing Loans 182 - - -
Current tax liabilities (8) - 355 -
Total current liabilities 8,408 1,960 7,200 12,919
-------------------------------- -------- -------- -------- ---------
Total liabilities 26,625 4,714 26,194 16,160
Total equities and liabilities 29,655 20,972 29,579 18,647
-------------------------------- -------- -------- -------- ---------
Consolidated statement of changes in equity
For the year ended 31 December 2011
Ordinary Share Share-based Other Retained
share premium payment income income/ Attributable Non-Controlling
capital reserve (loss) to owners Interest
of the
parent
Total
equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------- --------- -------- ------------ --------- --------- ------------- ---------------- --------
Balance at 31
December
2009 583 34 1,988 (432) (4,336) (2,163) - (2,163)
Profit for the year - - - - 5,717 5,717 8 5,725
Other comprehensive
income for the
year:
Revaluation of
available-for-sale
financial assets - - - (135) - (135) - (135)
Currency
translation
differences on
foreign
operations - - - (282) - (282) - (282)
Acquisition of
subsidiaries - - - 242 - 242 - 242
Transactions with
owners, recorded
directly
in equity:
Share based
payments:
- share options
charge - - 58 - - 58 - 58
- deferred share
plan - - 18 - - 18 - 18
Disposal of
subsidiary - - (212) - 410 198 - 198
Shares issued in
the
year (77,273) 1 - (9) - 9 1 - 1
Own shares
distributed
(165,269 shares) - - (45) 45 - - - -
Lapsed/forfeited
share
options - - (693) - 693 - - -
Arising on
acquisition
of subsidiaries
(i) - - - - - - (277) (277)
Balance at 31
December
2010 584 34 1,105 (562) 2,493 3,654 (269) 3,385
-------------------- --------- -------- ------------ --------- --------- ------------- ---------------- --------
Profit for the year - - - - (34) (34) (39) (73)
Other comprehensive
income for the
year:
Revaluation of
available-for-sale
financial assets - - - (54) - (54) - (54)
Currency
translation
differences on
foreign
operations - - - (304) 69 (235) - (235)
Transactions with
owners, recorded
directly
in equity:
Share based
payments:
- share options
charge - - 7 - - 7 - 7
- deferred share - - - - - - - -
plan
Lapsed/forfeited
share
options - - (966) - 966 - - -
Balance at 31
December
2011 584 34 146 (920) 3,494 3,338 (308) 3,030
-------------------- --------- -------- ------------ --------- --------- ------------- ---------------- --------
(i) In 2010 the Group acquired 94.9% of the share capital of Horsfield Limited and Wyatt Limited.
Consolidated statement of cash flows
For the year ended 31 December 2011
31-Dec 31-Dec
2011 2010
GBP'000 GBP'000
---------------------------------------------- --------- ---------
Cash inflows from operating activities
Net cash inflow from operations 2,182 11,525
Taxation paid (14) (1,295)
---------------------------------------------- --------- ---------
Net cash inflow from operating activities 2,168 10,230
Cash flows from investing activities
Interest received - 37
Cash acquired on acquisition of subsidiaries - 294
Cash held by subsidiary on disposal - (750)
Loan notes received - (1,238)
Settlements in relation to financial 191 -
instruments
Disposal/write-off of investments - 148
Subsequent expenditure on investment
properties - (78)
Transfer to investment/foreign exchange
reserve (376) (6,773)
Net purchase and disposal of property,
plant and equipment (26) (310)
---------------------------------------------- --------- ---------
Net cash outflow from investing activities (211) (8,670)
Cash flows from financing activities
Issue of equity shares - 1
Shareholders' loan drawdown 475 680
Shareholders' loans repayments, including
interest (1,241) (213)
Facility fees paid - 14
Finance lease principal repayments (2) (1)
Repayment of interest bearing loans (176) (40)
Interest paid (816) (407)
Interest rate swap valuation movement 215 (210)
---------------------------------------------- --------- ---------
Net cash outflow from financing activities (1,545) (176)
---------------------------------------------- --------- ---------
Net increase in cash and cash equivalents 412 1,384
---------------------------------------------- --------- ---------
Translation 92 884
Cash and cash equivalents at beginning
of year 562 (1,706)
---------------------------------------------- --------- ---------
Net cash and cash equivalents at end
of year 1,066 562
---------------------------------------------- --------- ---------
Cash and cash equivalents comprise
Bank balances 1,066 1,551
Bank overdraft used for cash management
purposes - (989)
---------------------------------------------- --------- ---------
Cash and cash equivalents in the statement
of cash flows 1,066 562
---------------------------------------------- --------- ---------
Cash generated from operations
Profit from operations 867 6,546
Adjusted for:
Depreciation of tangible assets 126 497
Share-based payments charge 7 76
Revaluation of available-for-sale financial (334) -
assets
(Increase)/decrease in receivables (1,028) 1,057
Increase in payables 2,544 3,349
---------------------------------------------- --------- ---------
Net cash inflow from operations 2,182 11,525
---------------------------------------------- --------- ---------
Notes to the consolidated financial statements
1 Reporting entity
Speymill plc is a public limited company incorporated and
domiciled in the Isle of Man (referred to as the Company). The
address of the Company's registered office is 1st Floor, Regent
House, 16-18 Ridgeway Street, Douglas, Isle of Man, IM1 1EN.
The consolidated financial statements of the Company as at and
for the year ended 31 December 2011 comprise the Company and its
subsidiaries (together referred to as the "Group" and individually
as "Group entities") and the Group's interest in jointly controlled
entities. The Group is primarily involved in real estate investment
management, construction operations, property management and
property investment.
1.1 Basis of preparation
(a) Statement of compliance
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
("IFRSs") and its interpretations adopted by the International
Accounting Standards Board ("IASB").
Going concern
The Board is of the opinion that it has secured sufficient
finance in order to enable the Group to continue trading and that
it is appropriate to prepare these accounts on a going concern
basis. In support of this opinion, the Board has undertaken a
budgeting process for its business units for the period to 30 June
2013.
Speymill have in place a shareholder loan facility (the
"Existing Facility") entered into with Jim Mellon and Burnbrae
Limited (the "Lenders") on 24 June 2011 that was due to expire on
30 June 2012. Further to the announcement on 16 April 2012, the
Lenders have agreed to extend the facility (the "Extended
Facility").
The overall limit of the principal on the Extended Facility is
GBP5 million and it will expire on 30 June 2013. The interest rate
charged on the Existing Facility remains as 8% per annum. All other
terms remain the same. As at 18 June 2012, GBP2,729,290 of the
principal facility had been drawn down, excluding accrued
interest.
The purpose of the Extended Facility is to provide the working
capital that Speymill needs in order to continue to trade through
the financial year ended 31 December 2012. Based on the current
budgeted activity, which is projected until 30 June 2013, the
Directors believe that sufficient working capital facilities are in
place.
Speymill committed to reducing the size of its Isle of Man-based
head office and investment management operations and its
London-based investment advisory function commensurate with the
reduced level of activity in its asset management businesses. The
Group's London office closed in April 2011 and the activities at
the Isle of Man-based head office have been reduced. The Group's
Hong Kong office closed shortly after the termination of
contractual arrangements with Speymill MACAU Property Company plc
in June 2011.
Speymill has also renewed its overdraft facility with its bank,
Lloyds TSB Bank plc, until 30 June 2012. The overdraft limit was
renewed at GBP500,000. The Board is currently in discussion with
the bank to extend the facility further.
Presentation of financial statements
The Group applies revised IAS 1 presentation of financial
statements (2007), which became effective as of 1 January 2009. As
a result, the Group presents in the consolidated statement of
changes in equity, all owner changes in equity, whereas all
non-owner changes in equity are presented in the consolidated
statement of comprehensive income. This presentation has been
applied in these financial statements from the year ended 31
December 2009.
2 Segmental information
The Group has three continuing reportable segments, as described
below, which are the Group's strategic business units. The
strategic business units offer different products and services, and
are managed separately because they require different technology
and marketing strategies. The following summary describes the
operations in each of the Group's reportable segments:
-- United Kingdom construction and refurbishment
-- Property investment
-- Other - head office, group and administration costs
31 December 2011
United Kingdom
construction
and Property
refurbishment investment Other Elimination Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ----------------- ----------- -------- ------------ ---------
External revenue 30,483 1,544 - - 32,027
Inter-segment revenue - - 990 (990) -
----------------------------- -------- ----------------- ----------- -------- ------------ ---------
Total segment revenue 30,483 1,544 990 (990) 32,027
----------------------------- -------- ----------------- ----------- -------- ------------ ---------
Reportable segment
profit/(loss)
from operations before
share-based payments 148 693 89 (531) 399
Share-based payments (5) - (2) - (7)
Finance income - - 228 (221) 7
Finance costs (31) (1,443) (292) 442 (1,324)
----------------------------- -------- ----------------- ----------- -------- ------------ ---------
Reportable segment
profit/(loss)
before tax 112 (750) 23 (310) (925)
----------------------------- -------- ----------------- ----------- -------- ------------ ---------
Depreciation (100) - (18) - (118)
Reportable segment assets 5,400 22,750 27,926 (27,886) 28,190
Reportable segment
liabilities (19,658) (28,858) (5,046) 27,030 (26,532)
Segment capital expenditure - - - - -
----------------------------- ----------------- ----------- -------- ------------ ---------
31 December
2010
United Kingdom
construction
and Property
refurbishment investment Other Elimination Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ----------------- ----------- -------- ------------ ---------
External revenue 14,987 546 - - 15,533
Inter-segment revenue - - 2,218 (2,218) -
----------------------------- -------- ----------------- ----------- -------- ------------ ---------
Total segment revenue 14,987 546 2,218 (2,218) 15,533
----------------------------- -------- ----------------- ----------- -------- ------------ ---------
Reportable segment
(loss)/profit
from operations before
share-based payments (486) 417 46 (473) (496)
Share-based payments (9) - (52) - (61)
Finance income - 210 3 - 213
Finance costs (93) (478) (386) 128 (829)
----------------------------- -------- ----------------- ----------- -------- ------------ ---------
Reportable segment
(loss)/profit
before tax (588) 149 (389) (345) (1,173)
----------------------------- -------- ----------------- ----------- -------- ------------ ---------
Depreciation (106) - (32) - (138)
Reportable segment assets 3,501 23,429 1,808 (444) 28,294
Reportable segment
liabilities (5,726) (16,484) (3,422) - (25,632)
Segment capital expenditure (10) - - - (10)
----------------------------- -------- ----------------- ----------- -------- ------------ ---------
3 Discontinued operations information
The Group has determined that two lines of business met the
criteria to be treated under IFRS 5 as Non-current assets held for
sale or discontinued operations. The two lines of business treated
as discontinued operations are as follows:
-- The Group's property services business
-- The Group's property fund management business, following the
termination of the contractual arrangement with Speymill Macau
Property Company plc on 28 June 2011
The profit after taxation for the business lines deemed to be
discontinued and discontinuing is shown on the face of the
Consolidated Income Statement and the analysis of this business is
shown within this note. The comparative results have been
re-presented accordingly.
2011 2010
GBP'000 GBP'000
------------------------------------------ -------- ---------
Discontinued operations
Turnover 847 17,897
Expenses (386) (18,919)
------------------------------------------ -------- ---------
Profit/(loss) before tax of discontinued
operations 461 (1,022)
Gain on sale of discontinued activities - 8,173
Taxation 391 (253)
------------------------------------------ -------- ---------
Profit after tax from discontinued
operations 852 6,898
------------------------------------------ -------- ---------
Earnings per share (pence) (in accordance with note 8)
Basic earnings per ordinary share (pence) 1.46 11.81
Diluted earnings per share (pence) 1.46 11.81
------------------------------------------- ----- ------
The cash flows arising from discontinued or discontinuing
operations are as follows:
2011 2010
Cash flow of discontinued/ing operations GBP'000 GBP'000
------------------------------------------ --------- ---------
Operating cash flows 19,379 8,381
Investing cash flows (20,376) (8,268)
Financing cash flows 207 (40)
------------------------------------------ --------- ---------
Total cash flows (790) 73
------------------------------------------ --------- ---------
Tax charge in respect
of discontinued operations
2011 2010
Total Total
GBP'000 GBP'000
---------------------------- ----------- ---------------- ---------- ------- ---------- ----------
Foreign income tax on
subsidiary 7 794
Previous year's (over)
/ under provision (398) -
Total current tax (391) 794
-------------------------------------------------------------------------------- ---------- ----------
Deferred tax
Original and reversing
of timing differences - (541)
---------- ----------
Total tax charge (391) 253
-------------------------------------------------------------------------------- ---------- ----------
All of the taxation in respect of discontinued operations
related to overseas operations.
4 Profit/(loss) from continuing operations
2011 2010
Total Total
GBP'000 GBP'000
---------------------------------------- -------- --------
Operating profit/(loss)
is stated after charging/(crediting):
Depreciation:
- owned assets 118 134
- leased assets - 4
Operating lease charges:
- land and buildings 73 127
- equipment and motor vehicles 120 100
Net foreign exchange loss/(gain) (28) 32
---------------------------------------- -------- --------
Auditors' remuneration:
Audit of parent company
and consolidated financial
statements 38 36
Audit of subsidiary company
financial statements 37 23
Tax services 13 18
Other services - -
88 77
---------------------------------------- -------- --------
All the above costs have been charged to the income
statement.
5 Share-based payments in respect of continuing operations
Total Total
2011 2010
GBP'000 GBP'000
--------------------------- -------- --------
Share options 5 25
Provision for share issue 2 36
7 61
--------------------------- -------- --------
6 Net finance costs
2011 2010
Total Total
GBP'000 GBP'000
--------------------------- -------- --------
Bank interest receivable - -
Other interest receivable 7 3
Change in fair value
of derivative financial
instruments (215) 210
--------------------------- -------- --------
(208) 213
--------------------------- -------- --------
Bank charges and interest
payable (43) (181)
Interest charge on
interest bearing loans (787) (308)
Shareholder loan interest
and facility fees (279) (339)
Finance lease charges - (1)
(1,109) (829)
--------------------------- -------- --------
Net finance costs (1,317) (616)
--------------------------- -------- --------
7 Taxation on continuing operations
Tax charge
2011 2010
Total Total
GBP'000 GBP'000
----------------------------- ---------- ------------ ------- ---- ---------- -----------
Foreign income tax on
subsidiary - -
Previous year's (over)
/ under provision - -
Total current tax - -
----------------------------- ---------- ------------ ------- ---- ---------- -----------
Deferred tax
--- ---
Original and reversing
of timing differences - -
---------- ------------ ------- ---- ---------- -----------
Total tax charge - -
----------------------------- ---------- ------------ ------- ---- ---------- -----------
Factors affecting the tax charge
for the year
2011 2010
Total Total
GBP'000 GBP'000
Loss on ordinary activities
before taxation (925) (1,173)
---------------------------------------------------------------------- ---------- -----------
Isle of Man income tax
@ 0% (2010: 0%) - -
Higher rates on overseas
earnings - -
Adjustments in respect
of prior periods - -
Tax expense per the income
statement - -
---------------------------------------------------------------------- ---------- -----------
8 Loss per share from continuing operations
Total Total
2011 2010
GBP'000 GBP'000
----------- ------------
Loss for the year on continuing operations 886 1,181
---------------------------------------------------------- ----------- ------------
Basic weighted average
number of shares in issue 58,389,555 58,388,918
Employee share options and provisions for share issue - -
Loss per ordinary share on continuing operations (pence) 1.52 2.02
Dilutive effect of employee
share options - -
----------- ------------
Diluted loss per share on continuing operations (pence) 1.52 2.02
---------------------------------------------------------- ----------- ------------
9 Property, plant and equipment
Leasehold property improvements Fixtures and equipment Motor vehicles Total
Group GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- ------------------------------- ---------------------------- --------------- --------
Cost
At 1 January 2011 160 449 10 619
Additions - 29 - 29
Disposals - (337) (10) (347)
Exchange adjustments - (1) - (1)
At 31 December 2011 160 140 - 300
---------------------------- ------------------------------- ---------------------------- --------------- --------
Depreciation
At 1 January 2011 110 346 10 466
Charge for the year 39 87 - 126
Disposals - (333) (10) (343)
Exchange adjustments - - - -
At 31 December 2011 149 100 - 249
---------------------------- ------------------------------- ---------------------------- --------------- --------
Net book value at 31
December 2011 11 40 - 51
---------------------------- ------------------------------- ---------------------------- --------------- --------
At 31 December 2011 the net carrying amount of equipment and
motor vehicles held under finance leases was GBPnil (2010:
GBP1,746). Depreciation charged in the year on assets held under
finance leases was GBP1,746 (2010: GBP4,663).
Leasehold Motor
property improvements Fixtures and equipment vehicles Total
Group GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ----------------------- ------------------------ ---------------------- ------------
At 1 January 2010 656 1,404 10 2,070
Additions 293 194 - 487
Disposals (172) (5) - (177)
Derecognised on
disposal of subsidiary (589) (1,089) - (1,678)
Exchange adjustments (28) (55) - (83)
At 31 December 2010 160 449 10 619
------------------------ ------------------------ ------------------------ ---------------------- ------------
Depreciation
At 1 January 2010 273 777 10 1,060
Charge for the year 158 339 - 497
Disposals - (14) - (14)
Derecognised on
disposal of subsidiary (310) (725) - (1,035)
Exchange adjustments (11) (31) - (42)
At 31 December 2010 110 346 10 466
------------------------ ------------------------ ------------------------ ---------------------- ------------
Net book value at 31
December 2010 50 103 - 153
------------------------ ------------------------ ------------------------ ---------------------- ------------
10 Shareholders' loan
2011 2011 2010 2010
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------- -------- -------- -------- --------
Opening balance as at 1 January 3,241 3,241 2,421 2,421
Shareholders' loan drawdowns 475 475 680 680
Facility fees charged 14 14 14 14
Interest charged 265 265 339 339
Shareholders' loan repayments (1,189) (1,189) (213) (213)
Facility fees paid - - - -
Interest paid (52) (52) - -
-------- -------- -------- --------
Closing balance as at 31 December 2,754 2,754 3,241 3,241
----------------------------------- -------- -------- -------- --------
The balance outstanding on the shareholders' loan at the year
end comprising principal, accrued interest and facility fee is
attributable to the following:
2011 2011 2010 2010
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------- -------- -------- -------- --------
Jim Mellon 2,754 2,754 2,943 2,943
Bob MacDonald - - 298 298
---------------------------------------- -------- -------- -------- --------
Closing balance as at 31 December 2011 2,754 2,754 3,241 3,241
---------------------------------------- -------- -------- -------- --------
11 Subsequent Events
As announced on 16 April 2012, the shareholder loan facility of
GBP5m provided by Jim Mellon and Burnbrae Limited was extended and
will now expire on 30 June 2013. The interest rate remains at 8%
and all other terms remain unchanged.
As announced on 24 May 2012, the Group reached a final
settlement agreement in relation to the loan notes received from
Speymill Deutsche Immobilien Company plc. The settlement resulted
in the Group ultimately having received a total of EUR1.86m in
relation to the original outstanding amount of EUR2.088m.
12 Annual General Meeting
The Annual General Meeting of the shareholders of Speymill plc
will be held at The Claremont Hotel, 18/19 Loch Promenade, Douglas,
Isle of Man on 6 August 2012 at 10am. The formal notice and form of
proxy will be distributed with the reports posted to
shareholders.
13 Annual report and financial statements
Copies of the 2011 Annual Report and Financial statements will
be available from the Company's registered office once they have
been posted to shareholders.
END.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR QELFLLQFBBBK
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