TIDMSYG
RNS Number : 1719P
Speymill PLC
30 September 2013
7:00 am 30 September 2013
Speymill plc
("Speymill" or the "Company")
Unaudited Condensed Interim Financial Statements for the six
months ended 30 June 2013
The Company is pleased to announce its unaudited interim
accounts for the six months ended 30 June 2013 (the "Accounts").
The Accounts will shortly be available at the Company's website -
www.speymill.com.
Contacts:-
Speymill plc Tel: +44 (0) 1624 639396
Denham Eke, Chief Executive Officer
Nominated Advisor and Broker Tel: +44 (0)207 628 3396
Beaumont Cornish Limited
Roland Cornish and Felicity Geldt
Extracts of the Accounts are set out below:
Chairman's statement
Dear Shareholders,
I am pleased to take this opportunity to provide you with an
update on the Group's activities for the first six months of
2013.
Results
During the six months ended 30 June 2013, the Group made a loss
for the period of GBP0.19 million (2012: a loss of GBP2.19
million).
The results include a profit before tax of GBP0.10 million in
respect of the Group's German property investment activities (2012:
a loss of GBP0.23 million).These results include an accounting
profit of GBP290,000 in respect of the interest rate swaps for the
bank financing of these properties, compared to an accounting loss
for the comparative period of GBP34,000. These operations are now
classed as discontinuing given the proposed transaction placed
before a general meeting on 30 July 2013.
The results include nil profit or loss before tax (2012: loss of
GBP1.76 million) for Speymill Contracts Limited ("Contracts") due
to the company being placed into administration in December
2012.
Financial position
As at 30 June 2013, the Group had net liabilities of GBP3.11
million (June 2012: net assets GBP0.63 million; December 2012: net
liabilities GBP3.09 million).
As I reported in our annual statement for 2012 I, together with
Burnbrae Limited, agreed to extend the shareholder loan facility to
31 August 2013. As at 30 June 2013, a total of GBP6.33 million
(2012: GBP3.02 million) of the shareholder loan facility had been
drawn down by the Group.
Refinancing
As proposed in the annual report for 2012 and detailed in the
accompanying circular, the Directors believe the best way forward
for the Group was the disposal of the German property investment
operations in consideration for forgiveness of GBP4.21 million of
the shareholder loan provided by me and Burnbrae Limited and
GBP0.30 million in cash. This transaction would then see the Group
become an Investing Company.
This proposal was put to the shareholders at a general meeting
held on 30 July 2013, where it was approved. Consequently, the
ownership of the Group's 94.9% interest in the two German property
investment companies, Horsfield Limited and Wyatt Limited, was
transferred to me and Burnbrae Limited ("Burnbrae") and GBP4.21
million of the shareholder loan debt was extinguished and GBP0.30
million in cash for working capital purposes was also received.
Subsequent to this transaction a new financing facility provided by
Galloway Limited, a company related to Burnbrae and which is
indirectly wholly owned by a Trust in which I have a life interest,
was initiated and which replaced the facility provided by myself
and Burnbrae.
Speymill Contracts
As detailed in my report accompanying the Annual Report for
2012, Contracts was placed into administration on 19 December 2012.
At the time of writing, the administration process is still
on-going and we continue to monitor this process with a view to
protecting the group's interests.
Future Developments
Following approval of the disposal of the German property
investment operations, Speymill plc ("the Company") has been
reclassified as an Investing Company under AIM rules and has
adopted a "generalist" investing policy. The Company continues to
actively seek to identify suitable opportunities to implement the
investment policy.
Jim Mellon
Chairman
25 September 2013
Condensed consolidated interim income statement
For the six months ended 30 June 2013
6 months 12 months
6 months to to to
30 June 30 June 31 Dec
2013 2012 2012
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
--------------------------------------- ------ ------------ ------------ ----------
Continuing operations
Turnover 2 20 - -
Cost of sales - - -
--------------------------------------- ------ ------------ ------------ ----------
Gross profit 20 - -
------
General administrative expenses (290) (264) (568)
Share-based payments 4 - 5 5
Total operating costs (290) (259) (563)
--------------------------------------- ------ ------------ ------------ ----------
Loss from operations (270) (259) (563)
Net finance costs 5 (240) (129) (347)
------------ ------------ ----------
Loss before taxation (510) (388) (910)
Taxation 6 - - -
--------------------------------------- ------ ------------ ------------ ----------
Loss after taxation from continuing
operations (510) (388) (910)
Profit / (loss) for the period
/ year from discontinued operations 3 321 (1,797) (6,392)
Profit on disposal of operations 3 - - 1,311
--------------------------------------- ------ ------------ ------------ ----------
Loss for the period / year (189) (2,185) (5,991)
--------------------------------------- ------ ------------ ------------ ----------
Attributable to:
Owners of the Company (195) (2,174) (5,802)
Non-controlling interest 6 (11) (189)
--------------------------------------- ------ ------------ ------------ ----------
(189) (2,185) (5,991)
--------------------------------------- ------ ------------ ------------ ----------
Basic loss per share (pence)
From continuing operations 7 (0.87) (0.66) (1.56)
Diluted loss per share (pence)
From continuing operations 7 (0.87) (0.66) (1.56)
Condensed consolidated interim statement of comprehensive
income
For the six months ended 30 June 2013
6 months 12 months
6 months to to to
30 June 30 June 31 Dec
2013 2012 2012
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
-------------------------------------------- ------------ ------------ ----------
Loss for the period / year (189) (2,185) (5,991)
-------------------------------------------- ------------ ------------ ----------
Other comprehensive income:
Revaluation of financial assets at
fair value - - -
Currency translation differences on
foreign operations 170 (262) (174)
Revaluations realised on disposal
of financial assets at fair
value - 50 50
Total comprehensive loss for the period
/ year (19) (2,397) (6,115)
-------------------------------------------- ------------ ------------ ----------
The notes are an integral part of these condensed consolidated
interim financial statements.
Condensed consolidated interim statement of financial
position
As at 30 June 2013
As at As at As at
30 June
30 June 2013 2012 31 Dec 2012
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
---------------------------------- ------- ------------- ------------ ------------
Non-current assets
Property, plant and equipment 3 41 4
Financial assets at fair value 1 1 1
Total non-current assets 4 42 5
---------------------------------- ------- ------------- ------------ ------------
Current assets
Investment property 8 18,704 21,272 17,885
Due from customers for contract
work - 1,305 -
Trade and other receivables 1,065 2,281 984
Cash and cash equivalents 1,199 513 1,152
Total current assets 20,968 25,371 20,021
Total assets 20,972 25,413 20,026
---------------------------------- ------- ------------- ------------ ------------
Equity
Capital and reserves
Ordinary share capital 584 584 584
Share premium 34 34 34
Share-based payments reserve - 140 123
Other income reserve 62 (566) (108)
Retained earnings (3,295) 754 (3,223)
---------------------------------- ------- ------------- ------------ ------------
Equity attributable to owners
of the Company (2,615) 946 (2,590)
Non-controlling interest (491) (319) (497)
Total equity (3,106) 627 (3,087)
---------------------------------- ------- ------------- ------------ ------------
Non-current liabilities
Interest bearing loans 10 14,429 13,767 13,887
Derivative financial instruments 725 1,040 971
Shareholders' loan 12 6,327 3,018 5,722
---------------------------------- ------- ------------- ------------ ------------
Total non-current liabilities 21,481 17,825 20,580
---------------------------------- ------- ------------- ------------ ------------
Current liabilities
Bank overdraft 47 465 -
Trade and other payables 2,349 3,959 2,342
Due to suppliers for contract
work - 2,357 -
Interest bearing loans 10 201 180 187
Current tax liabilities - - 4
Total current liabilities 2,597 6,961 2,533
Total liabilities 24,078 24,786 23,113
---------------------------------- ------- ------------- ------------ ------------
Total equity and liabilities 20,972 25,413 20,026
---------------------------------- ------- ------------- ------------ ------------
The notes are an integral part of these condensed consolidated
interim financial statements.
Condensed consolidated interim statement of changes in
equity
For the six months ended 30 June 2013
Attributable
Ordinary Share-based Other Retained to owners
share Share payment income earnings/ of Non-controlling Total
capital premium reserve reserves (loss) the parent interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ --------- -------- ------------ --------- ---------- ------------- ---------------- --------
Balance at 31
December
2011 (audited) 584 34 146 (920) 3,494 3,338 (308) 3,030
Loss for the
period - - - - (2,174) (2,174) (11) (2,185)
Other
comprehensive
income for the
period:
Revaluation of
financial
assets at fair
value - - - 633 (633) - - -
Currency
translation
differences on
foreign
operations - - - (284) - (284) - (284)
Revaluations
realised
on disposal of
financial
assets at fair
value - - - 50 - 50 - 50
Transactions with
owners,
recorded directly
in
equity:
Share-based
payments:
- share options
charge - - 2 - - 2 - 2
Lapsed /
forfeited
share options - - (8) (45) 67 14 - 14
Balance at 30
June
2012 (unaudited) 584 34 140 (566) 754 946 (319) 627
------------------ --------- -------- ------------ --------- ---------- ------------- ---------------- --------
Loss for the
period - - - - (3,628) (3,628) (178) (3,806)
Other
comprehensive
income for the
period:
Currency
translation
differences on
foreign
operations - - - 110 - 110 - 110
Transactions with
owners,
recorded directly
in
equity:
Share-based
payments:
- share options
charge - - (7) - - (7) - (7)
Lapsed/forfeited
share
options - - (10) - (4) (14) - (14)
Own shares
disposed - - - 3 - 3 - 3
Lapsed/forfeited
deferred
share awards - - - 345 (345) - - -
Balance at 31
December
2012 (audited) 584 34 123 (108) (3,223) (2,590) (497) (3,087)
------------------ --------- -------- ------------ --------- ---------- ------------- ---------------- --------
(Loss) / profit
for
the period - - - - (195) (195) 6 (189)
Other
comprehensive
income for the
period:
Currency
translation
differences on
foreign
operations - - - 170 - 170 - 170
Transactions with
owners,
recorded directly
in
equity:
Lapsed /
forfeited
share options - - (123) - 123 - - -
Balance at 30
June
2013 (unaudited) 584 34 - 62 (3,295) (2,615) (491) (3,106)
------------------ --------- -------- ------------ --------- ---------- ------------- ---------------- --------
The notes are an integral part of these condensed consolidated
interim financial statements.
Condensed consolidated statement of cash flows
For the six months ended 30 June 2013
6 months 6 months 12 months
to to to
30 June 30 June 31 Dec
2013 2012 2012
Notes (unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
-------------------------------------------- ------ ------------ ------------------------ ----------
Cash flows from operating activities
Net cash inflow / (outflow) from
operations 39 (1,982) (2,788)
Taxation paid 13 8 8
-------------------------------------------- ------ ------------ ------------------------ ----------
Net cash inflow / (outflow) from
operating activities 52 (1,974) (2,780)
-------------------------------------------- ------ ------------ ------------------------ ----------
Cash flows from investing activities
Settlements in relation to financial
instruments - 1,326 1,326
Cash held by subsidiary on disposal - - (164)
Net purchase and disposal of property,
plant and equipment - (8) (8)
-------------------------------------------- ------ ------------ ------------------------ ----------
Net cash inflow from investing activities - 1,318 1,154
-------------------------------------------- ------ ------------ ------------------------ ----------
Cash flows from financing activities
Shareholders' loan draw-downs 12 383 1,095 6,421
Shareholders loans repayments 12 (17) (960) (3,800)
Sale of own shares - - 3
Repayment of interest bearing loans 10 (95) (87) (173)
Interest paid (369) (384) (743)
-------------------------------------------- ------ ------------ ------------------------ ----------
Net cash (outflow) / inflow from
financing activities (98) (336) 1,708
-------------------------------------------- ------ ------------ ------------------------ ----------
Net (decrease) / increase in cash
and cash equivalents (46) (992) 82
-------------------------------------------- ------ ------------ ------------------------ ----------
Translation effect of exchange rate
fluctuation on cash held 46 (26) 4
Cash and cash equivalents at beginning
of period/year 1,152 1,066 1,066
-------------------------------------------- ------ ------------ ------------------------ ----------
Net cash and cash equivalents at
end of period/year 1,152 48 1,152
-------------------------------------------- ------ ------------ ------------------------ ----------
Cash and cash equivalents comprise
Bank balances 1,199 513 1,152
Bank overdraft used for cash management
purposes (47) (465) -
-------------------------------------------- ------ ------------ ------------------------ ----------
Cash and cash equivalents in the
statement of cash flows 1,152 48 1,152
-------------------------------------------- ------ ------------ ------------------------ ----------
Reconciliation of profit from operations
and discontinued activities to net
cash flow from operations
Profit / (loss) from operations including
discontinued activities 119 (1,629) (4,261)
Adjusted for:
Depreciation of tangible assets 1 17 24
Share-based payments charge - (5) (5)
Revaluation of financial assets at
fair value - 98 -
(Increase) / decrease in receivables (87) 1,436 1,025
Increase / (decrease) in payables 6 (1,899) 429
-------------------------------------------- ------ ------------ ------------------------ ----------
Net cash inflow / (outflow) from
operations 39 (1,982) (2,788)
-------------------------------------------- ------ ------------ ------------------------ ----------
The notes are an integral part of these condensed consolidated
interim financial statements.
Notes to the condensed consolidated interim financial
statements
For the six months ended 30 June 2013
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 condensed consolidated interim financial statements of the
Company as at and for the six months ended 30 June 2013 comprises
the Company and its subsidiaries (together referred to as the
"Group" and individually as "Group entities"). The Group was
primarily involved in real estate investment and construction
operations but, following approval by the shareholders at a general
meeting held on 30 July 2013, the Company is now an Investing
Company.
1.1 Basis of preparation
(a) Statement of compliance
The condensed consolidated interim financial statements have
been prepared in accordance with IAS 34 "Interim Financial
Reporting". They do not include all the information required for
full annual financial statements and should be read in conjunction
with the consolidated financial statements of the Group as at and
for the year ended 31 December 2012.
The accounting policies applied in the preparation of this
interim report are the same as those applied in the annual report
to 31 December 2012.
Going concern
As highlighted in the Chairman's statement, the unaudited
consolidated balance sheet at 30 June 2013 shows a net liabilities
position of GBP3.106m (31 December 2012: net liabilities of
GBP3.1087m). The reduced net asset position is a consequence of the
losses incurred by Speymill Contracts Limited (Speymill Contracts).
As a result of these losses, the Board of Speymill plc has
recognised a need for additional working capital. Having reviewed
the forecast cash flow requirements, the Board has secured
additional financing through an increase in the shareholder loan
facility.
As announced on 16 April 2012, Jim Mellon and Burnbrae Limited
agreed to provide a revised shareholder loan facility. The new
facility continued to be revolving, with a limit of GBP5 million
and an expiry date of 30 June 2013, with an interest rate of 8% and
all other terms remaining as per the previous facility.
The Board of Speymill plc agreed to a further increase of the
facility as announced on 28 September 2012 and subsequently has
agreed to extend the facility to 31 August 2013 to allow the
proposed transaction to be put before a general meeting. The
revised limit of the facility has now been agreed as GBP7 million,
with the conversion price being amended to 1.125 pence and an
expiry date of 31 August 2013.
As announced on 30 July 2013, the disposal of the Company's
94.9% shareholding in each of Horsfield Limited and Wyatt Limited
was approved by the shareholders at a general meeting held on 30
July 2013. This disposal resulted in GBP4.2m of the shareholder
loan facility being extinguished and GBP0.3m consideration received
for working capital purposes. The balance of the Jim Mellon and
Burnbrae Limited shareholder loan facility has been transferred to
a new facility provided by Galloway Limited ("Galloway") (a company
related to both Jim Mellon and Burnbrae Limited and indirectly
wholly owned by a Trust in which Jim Mellon has a life interest).
The new facility has a limit of GBP4m with interest charged at 8%
and an underwriting fee of 3% charged on all advances (except for
the initial advance). Galloway has the right to convert the debt
into ordinary shares in the company at a price based on the average
closing price of the shares for the five working days prior to the
date of conversion, subject to a maximum price of GBP0.01 per
ordinary share.
As at 30 June 2013, a total of GBP6.33m (2012: GBP3.02m) of the
shareholder loan facility had been drawn down by the Group.
Following the approval of the proposed transaction at a general
meeting, the initial drawdown from the new facility on 31 July 2013
was GBP1.93 million.
The Directors acknowledge that following the disposal of
Horsfield Limited and Wyatt Limited at the end of July 2013 the
Group is left with no specific source of revenue. The Company has
therefore been reclassified as an Investing Company and adopted an
Investing Policy, as approved by the shareholders at a general
meeting held on 30 July 2013. The Directors are now seeking
investment opportunities in accordance with the adopted Investing
Policy. Further details can be found on the Company's website and
in the circular distributed to shareholders with the annual report
on 28 June 2013.
The condensed consolidated interim financial statements were
authorised for issuance on 26 September 2013.
(b) Basis of measurement and functional currency
The Group condensed consolidated interim financial statements
are presented in Pounds Sterling, rounded to the nearest thousand.
They have been prepared on the historical cost basis except where
assets and liabilities are required to be stated at their fair
value.
(c) Use of estimates and judgement
The preparation of Group consolidated interim financial
statements in conformity with International Financial Reporting
Standards (IFRS) requires management to make judgments, estimates
and assumptions that affect the application of policies and
reported amounts of assets, liabilities, income and expenses. The
estimates and associated assumptions are based on historical
experience, current and expected economic conditions, and in some
cases actuarial techniques and various other factors that are
believed to be reasonable under the circumstances, the results of
which form the basis of making the judgments about carrying values
of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
The significant judgments made by management in applying the
Group's accounting policies and key sources of estimation of
uncertainty were the same as those that were applied to the
consolidated financial statements as at and for the year ended 31
December 2012.
(d) Determination and presentation of operating segments
The Group determines and presents operating segments based on
the information that internally is provided to the CEO, who is the
Group's chief operating decision maker. This accounting policy
reflects the Group's adoption of IFRS 8 Operating Segments which
took effect from 1 January 2009.
An operating segment is a component of the Group that engages in
business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to
transactions with any of the Group's other components. An operating
segment's operating results are reviewed regularly by the CEO to
make decisions about resources to be allocated to the segment and
assess its performance, and for which discrete financial
information is available.
Segment results that are reported to the CEO include items
directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items comprise mainly
corporate assets (primarily the Company's headquarters) and office
expenses.
Segment capital expenditure is the total cost incurred during
the period to acquire property, plant and equipment and intangible
assets other than goodwill.
(e) Investment property
The investment properties are valued at their fair value as per
the latest available valuation. The Directors review the carrying
value of investment properties periodically taking into account
factors such as the current economic environment. If it is felt
appropriate an independent, external valuation will be sought to
assist with this review.
The Investment properties are held within Horsfield Limited and
Wyatt Limited and, as detailed previously, disposal of these two
subsidiaries was approved by the shareholders at a general meeting
held on 30 July 2013. Consequently, the investment properties are
now classified as current assets in the statement of financial
position.
(f) Non-current Assets Held for Sale and Discontinued
Operations
The Group has adopted IFRS 5 Non-current Assets Held for Sale
and Discontinued Operations to account for the presentation of
discontinued operations. Disclosure has been made of the operating
results of discontinued operations and continuing operations.
(g) Financial risk management
The Group's financial risk management objectives and policies
are consistent with those disclosed in the financial statements as
at 30 June 2013 and for the year ended 31 December 2012.
2 Segmental information - continuing operations
In respect of its continuing operations, the Group has one
reportable segment, as described below, which is the Group's
strategic business unit. The strategic business unit offers
different products and services, and is managed separately because
it requires different technology and marketing strategies. The
operations of the Group's reportable segment are as follows:
-- Other - head office and group administration costs
Other Elimination Total
For the six months ended 30 GBP'000 GBP'000 GBP'000
June 2013
-------------------------------- -------- ------------ --------
External revenue 20 - 20
Inter-segment revenue - - -
-------------------------------- -------- ------------ --------
Total segment revenue 20 - 20
-------------------------------- -------- ------------ --------
Reportable segment loss from
operations before share-based
payments (270) - (270)
Finance income 231 (231) -
Finance costs (240) - (240)
-------------------------------- -------- ------------ --------
Reportable segment loss before
tax (279) (231) (510)
-------------------------------- -------- ------------ --------
Depreciation - - -
Reportable segment assets 14,396 (14,272) 124
Reportable segment liabilities (8,433) 123 (8,310)
Segment capital expenditure - - -
-------------------------------- -------- ------------ --------
Other Elimination Total
For the six months ended 30 GBP'000 GBP'000 GBP'000
June 2012
-------------------------------- -------- ------------ --------
External revenue - - -
Inter-segment revenue 150 (150) -
-------------------------------- -------- ------------ --------
Total segment revenue 150 (150) -
-------------------------------- -------- ------------ --------
Reportable segment loss from
operations before share-based
payments (114) (150) (264)
Share-based payments 5 - 5
Finance income 209 (209) -
Finance costs (129) - (129)
-------------------------------- -------- ------------ --------
Reportable segment loss before
tax (29) (359) (388)
-------------------------------- -------- ------------ --------
Depreciation - - -
Reportable segment assets 27,411 (27,377) 34
Reportable segment liabilities (6,300) 3,145 (3,155)
Segment capital expenditure - - -
-------------------------------- -------- ------------ --------
Other Elimination Total
For the twelve months ended GBP'000 GBP'000 GBP'000
31 December 2012
-------------------------------- --------- ------------ --------
External revenue - - -
Inter-segment revenue 300 (300) -
-------------------------------- --------- ------------ --------
Total segment revenue 300 (300) -
-------------------------------- --------- ------------ --------
Reportable segment loss from
operations before share-based
payments (15,344) 14,776 (568)
Share-based payments 5 - 5
Finance income 417 (417) -
Finance costs (347) - (347)
-------------------------------- --------- ------------ --------
Reportable segment loss before
tax (15,269) 14,359 (910)
-------------------------------- --------- ------------ --------
Depreciation - - -
Reportable segment assets 13,502 (13,426) 76
Reportable segment liabilities (6,033) 182 (5,851)
Segment capital expenditure (1) - (1)
-------------------------------- --------- ------------ --------
As at As at As at
30 June 2013 30 June 31 Dec
2012 2012
(unaudited) (unaudited) (audited)
Reportable segment assets and liabilities
reconciliation GBP'000 GBP'000 GBP'000
------------------------------------------- ------------- ------------ ----------
Segment assets for reportable
segments 124 34 76
Segment assets for discontinued
operations 20,848 25,379 19,950
------------------------------------------- ------------- ------------ ----------
Total assets per the balance
sheet 20,972 25,413 20,026
------------------------------------------- ------------- ------------ ----------
Segment liabilities for reportable
segments (8,310) (3,155) (5,851)
Segment liabilities for discontinued
operations (15,768) (21,631) (17,262)
------------------------------------------- ------------- ------------ ----------
Total liabilities per the balance
sheet (24,078) (24,786) (23,113)
------------------------------------------- ------------- ------------ ----------
3 Discontinued operations information
The Group has determined that five lines of business meet the
criteria to be treated under IFRS 5 as non-current assets held for
sale or discontinued operations. The results of these lines of
business are set out below under the heading discontinued
operations. The Group's five business segments treated as
discontinued operations are as follows:
-- United Kingdom construction and refurbishment
-- Property investment
-- Property services business
-- Property fund management business
-- Other
6 months 6 months 12 months
to to to
30 June 2013 30 June 2012 31 Dec 2012
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
-------------------------------- ------------- ------------- ------------
Discontinued operations
Turnover 769 12,876 22,158
Expenses (466) (14,663) (27,225)
-------------------------------- ------------- ------------- ------------
Profit / (loss) before tax of
discontinued operations 303 (1,787) (5,067)
Taxation 18 (10) (14)
-------------------------------- ------------- ------------- ------------
Profit / (loss) after tax from
discontinued operations 321 (1,797) (5,081)
-------------------------------- ------------- ------------- ------------
Earnings / (loss) per share (pence) (note 7)
Basic earnings / (loss) per ordinary share (pence) 0.54 (3.06) (8.38)
Diluted earnings / (loss) per share (pence) 0.54 (3.06) (8.38)
---------------------------------------------------- ----- ------- -------
6 months 6 months 12 months
to to to
30 June 30 June 31 Dec 2012
2013 2012
(unaudited) (unaudited) (audited)
Cash flows of discontinued
operations GBP'000 GBP'000 GBP'000
---------------------------- ------------ ------------ ------------
Operating cash flows 1,183 (2,173) 158
Investing cash flows (531) 1,762 1,107
Financing cash flows (600) (593) (1,161)
---------------------------- ------------ ------------ ------------
Total cash flows 52 (1,004) 104
---------------------------- ------------ ------------ ------------
Segmental information - discontinuing & discontinued
operations
Discontinued Discontinued Discontinuing Discontinuing
UK construction property property property
fund
& refurbishment investment services management Other Elimination Total
For the six
months
ended 30 June
2013 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- ----------------- ------------- -------------- -------------- -------- ------------ ---------
External revenue - 759 10 - - - 769
Inter-segment - - - - - - -
revenue
----------------- ----------------- ------------- -------------- -------------- -------- ------------ ---------
Total segment
revenue - 759 10 - - - 769
----------------- ----------------- ------------- -------------- -------------- -------- ------------ ---------
Reportable
segment
profit / (loss)
from operations
before
share-based
payments - 427 (36) - (3) - 388
Share-based - - - - - - -
payments
Finance income - 290 - - - - 290
Finance costs - (606) - - - 231 (375)
----------------- ----------------- ------------- -------------- -------------- -------- ------------ ---------
Reportable
segment
profit / (loss)
before tax - 111 (36) - (3) 231 303
----------------- ----------------- ------------- -------------- -------------- -------- ------------ ---------
Depreciation - - (1) - - - (1)
Reportable
segment
assets - 19,971 993 1 6 (123) 20,848
Reportable
segment
liabilities - (29,989) (25) - (5) 14,251 (15,768)
Segment capital
expenditure - - - - - - -
----------------- ----------------- ------------- -------------- -------------- -------- ------------ ---------
Discontinued Discontinued Discontinuing Discontinuing
UK construction property property property
fund
& refurbishment investment services management Other Elimination Total
For the six
months
ended 30 June
2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
External revenue 12,101 765 10 - - - 12,876
Inter-segment - - - - - - -
revenue
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
Total segment
revenue 12,101 765 10 - - - 12,876
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
Reportable
segment
profit / (loss)
from operations
before
share-based
payments (1,740) 378 (43) (113) (3) 150 (1,371)
Share-based - - - - - - -
payments
Finance income - (34) - - - - (34)
Finance costs (20) (571) - - - 209 (382)
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
Reportable
segment
profit / (loss)
before tax (1,760) (227) (43) (113) (3) 359 (1,787)
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
Depreciation (16) - (1) - - - (17)
Reportable
segment
assets 3,460 21,878 241 2,590 1,569 (4,359) 25,379
Reportable
segment
liabilities (19,479) (27,970) (94) (1,213) (333) 27,458 (21,631)
Segment capital
expenditure (8) - - - - - (8)
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
Discontinued Discontinued Discontinuing Discontinuing
UK construction property property property
fund
& refurbishment investment services management Other Elimination Total
For the twelve
months ended 31
December 2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
External revenue 19,803 1,519 836 - - - 22,158
Inter-segment
revenue - - - - 8 (8) -
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
Total segment
revenue 19,803 1,519 836 - 8 (8) 22,158
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
Reportable
segment
profit / (loss)
from operations
before
share-based
payments (3,977) (2,589) 790 349 (3,073) 4,163 (4,337)
Share-based - - - - - - -
payments
Finance income - 50 - - - - 50
Finance costs (31) (1,166) - - - 417 (780)
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
Reportable
segment
profit / (loss)
before tax (4,008) (3,705) 790 349 (3,073) 4,580 (5,067)
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
Depreciation (22) - (2) - - - (24)
Reportable
segment
assets - 19,104 1,015 1 12 (182) 19,950
Reportable
segment
liabilities - (28,789) (36) - (1,841) 13,404 (17,262)
Segment capital
expenditure (8) - - - - - (8)
------------------ ---------------- ------------- -------------- -------------- -------- ------------ ---------
4 Share-based payments
6 months to 6 months to 12 months to
30 June 2013 30 June 2012 31 Dec 2012
(unaudited) (unaudited) (audited)
Share based payments within continuing operations GBP'000 GBP'000 GBP'000
--------------------------------------------------- -------------- ------------- -------------
Share options - (5) (5)
Provision for share issue - - -
--------------------------------------------------- -------------- ------------- -------------
- (5) (5)
------------------------------------------------------------------ ------------- -------------
5 Net finance costs
6 months to 6 months 12 months
to to
30 June 2013 30 June 31 Dec 2012
2012
(unaudited) (unaudited) (audited)
Finance costs of continuing operations GBP'000 GBP'000 GBP'000
---------------------------------------- ------------- ------------ ------------
Finance income
Other interest receivable - - -
Change in fair value of derivative
financial instruments - - -
- - -
---------------------------------------- ------------- ------------ ------------
Finance costs
Bank charges and interest payable (1) (1) -
Interest charge on interest bearing
loans (note 10) - - -
Shareholder loan interest and facility
fees (note 12) (239) (128) (347)
Net finance costs (240) (129) (347)
---------------------------------------- ------------- ------------ ------------
6 Taxation
There is no tax charge on continuing operations for the six
months ended 30 June 2013 (year ended 31 December 2012 - nil). This
results from the fact that either operations are conducted in tax
jurisdictions with a 0% tax rate for companies or that operations
did not generate any taxable profits during the period, taking into
account any available allowances and brought forward tax
losses.
7 Loss per ordinary share
6 months to 6 months to 12 months to
30 June 2013 30 June 2012 31 Dec 2012
(unaudited) (unaudited) (audited)
From continuing operations GBP'000 GBP'000 GBP'000
------------------------------------------------------- ------------- ------------- -------------
Loss for the period/year from continuing operations (510) (388) (910)
------------------------------------------------------- ------------- ------------- -------------
No. No. No.
Basic weighted average number of shares in issue 58,389,555 58,389,555 58,389,555
Employee share options and provisions for share issue - - -
------------------------------------------------------- ------------- ------------- -------------
Basic loss per ordinary share (pence) (0.87) (0.66) (1.56)
Dilutive effect of employee share options - - -
------------- -------------
Diluted loss per share (pence) (0.87) (0.66) (1.56)
------------------------------------------------------- ------------- ------------- -------------
8 Investment property
The fair value of the Group's investment properties at 30 June
2013 and at 31 December 2012 was arrived at on the basis of a
valuation carried out as at 31 December 2012 by CBRE GmbH,
independent valuers that are not related to the Group. CBRE GmbH
has appropriate qualifications and recent experience in the
valuation of properties in the relevant locations.
The Directors believed that a further revaluation of the
properties was not appropriate and have used the previous valuation
as a basis of assessing the current carrying value of the various
properties. This valuation and the financial performance of the
portfolios was compared at 31 December 2012 with information for
comparable properties being currently offered for sale in the open
market. The portfolios were also reviewed in conjunction with
information relating to the trends for property prices across
Germany.
The Directors deem the valuation carried out as at 31 December
2012 to still be relevant and an appropriate valuation as at the
period end, as there have been no significant indicators of
impairment or factors identified which may affect the value of the
investment properties. The movement in the properties' carrying
value since 1 January 2013 is due to translation to the
presentation currency.
Following approval by the shareholders at a general meeting held
on 30 July 2013 for the disposal of Horsfield Limited and Wyatt
Limited (as detailed previously), the investment properties have
been reclassified as current assets.
9 Called up share capital
6 months to 6 months to 12 months to
30 June 2013 30 June 2012 31 Dec 2012
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
---------------------------------------- ------------- ------------- -------------
Authorised
------------- ------------- -------------
500,000,000 ordinary shares of 1p each 5,000 5,000 5,000
---------------------------------------- ------------- ------------- -------------
No. No. No.
---------------------------------------- ------------- ------------- -------------
Issued and fully paid
At beginning of period/year 58,389,555 58,389,555 58,389,555
Exercise of share options - - -
----------------------------------------
At end of period/year 58,389,555 58,389,555 58,389,555
---------------------------------------- ------------- ------------- -------------
10 Interest bearing loans
6 months 6 months 12 months
to to to
30 June 2013 30 June 31 Dec 2012
2012
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
------------------------------------------- ------------- ------------ ------------
Under the terms of the loan agreement
the interest bearing loans are repayable
as follows:
On demand or within one year 201 180 187
In the second year 14,429 189 13,887
In the third to fifth years inclusive - 13,578 -
After 5 years - - -
------------------------------------------- ------------- ------------ ------------
14,630 13,947 14,074
------------------------------------------- ------------- ------------ ------------
The Group's interest-bearing loans are carried at amortised
cost. As at 30 June 2013, the Group had two secured bank loan
facilities amounting to GBP14.6m (31 December 2012: GBP14.1m). Each
of the Group's interest-bearing loan facilities has been secured by
charges on investments properties, rental income, bank accounts,
other assets and undertakings within the related financing
packages.
Deutsche Genossenschafts-Hypothekenbank AG is the sole lender
for the two financing packages, as detailed below:
Horsfield Limited
The balance outstanding under this facility at the period end
was GBP7,971,094 (31 December 2012: GBP7,668,080). The facility
amount at original drawdown was EUR 9,807,200. The interest rate is
fixed at 4.615% per annum inclusive of margin. Interest is payable
quarterly in arrears. The loan is currently amortising at 1.17% of
the original loan amount per annum and is repayable on the
repayment date of 31 December 2014.
Wyatt Limited
The balance outstanding under this facility at the period end
was GBP6,659,462 (31 December 2012: GBP6,406,304). The facility
amount at original drawdown was EUR 8,192,700. The interest rate is
fixed at 4.615% per annum inclusive of margin. Interest is payable
quarterly in arrears. The loan is currently amortising at 1.11% of
the original loan amount per annum and is repayable on the
repayment date of 31 December 2014.
11 Guarantees and other financial commitments
As is normal within the construction sector, the Group has given
Parent Company Guarantees in relation to work completed by Speymill
Contracts and has provided performance bonds with a value of
GBP936,158 (31 December 2012: GBP936,158) that are still
outstanding while Speymill Contracts is in administration. The
Group had no capital commitments (31 December 2012: GBPnil).
12 Related party transactions
Loan facility
As set out in the Annual Report for 31 December 2012 and
announced on 28 September 2012, the Company extended the
shareholder loan facility from one of its directors, Jim Mellon and
Burnbrae Limited. The overall limit of the principal on the loan
facility is GBP7m and it will expire on 31 August 2013. Further
details were set out in the Annual Report. As at 30 June 2013, the
total balance of the facility utilised was GBP6.33m including
principal, facility fees and accrued interest.
Details of transactions with Burnbrae Limited are as
follows:
6 months 6 months 12 months to
to to
30 June 30 June 31 Dec 2012
2013 2012
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
------------------------------ ----------------- ---------------- -----------------
Income:
Burnbrae Limited 20 - -
20 - -
------------------------------ ----------------- ---------------- -----------------
Expenses:
Burnbrae Limited (83) (85) (169)
(83) (85) (169)
-------------------------------------- ---------------------- --------- -----------
Amounts owed to Burnbrae Limited, other than amounts due to Jim
Mellon and Burnbrae Limited through the shareholder loan facility,
at 30 June 2013 were GBPnil (31 December 2012: GBPnil).
13 Subsequent events
At the reporting date, a circular had been distributed to all
shareholders detailing a proposal to dispose of two subsidiary
companies, Horsfield Limited and Wyatt Limited, to part satisfy the
existing shareholder loan and then to operate as an investment
company.
Under the terms of the proposal, the Group would transfer its
interest in the subsidiaries to Jim Mellon and Burnbrae Limited in
consideration for the elimination of GBP4.2m of the shareholder
loan facility and GBP0.3m in cash.
It was also proposed that, following the above transaction, a
new funding facility would be provided by Galloway Limited (a
company related to Jim Mellon and Burnbrae Limited) to repay the
residual balance of the shareholder loan and to provide a further
facility of up to GBP4m until 31 July 2014.
The above transactions were approved by the shareholders at a
general meeting held on 30 July 2013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BLGDCUGDBGXR
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