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TIDMWTH
RNS Number : 3027P
Water Hall Group Plc
30 September 2011
WATER HALL GROUP PLC
Unaudited Interim Financial Report for the half-year ended 30 June 2011
Water Hall Group plc today announces its unaudited interim results for the half-year ended 30 June 2011.
For further information please contact:
Raschid Abdullah, Executive Chairman Water 01483 452 333
Hall Group plc 07768 905 004
Emily Staples, Religare Capital Markets
(Nomad) 020 7444 0800
Daniel Briggs, Religare Capital Markets
(Broker) 020 7444 0500
Chairman's Statement
Overview
Following the disposal of Bunkers Hill landfill ("Bunkers"), announced in October 2010 and completed in May 2011, the board remains committed to its strategy of generating cash from its existing operational assets, principally those of the Water Hall Complex ("the Complex").
These include c140 acres (56.65 hectares) of previously worked landfill restored to agricultural land and a further c40 acres (16.54 hectares) undergoing restoration, forecast to be completed in 2012. The cost of this restoration work is substantially covered by the contractor under the terms of the Bunkers sale agreement. In addition the Company holds an option expiring in 2019 to acquire, subject to planning consent being obtained, land known as Broad Green where it owns the gravel. This land runs contiguous to existing activities and it would provide access to an estimated 500,000 tonnes of gravel with potential for both a greater volume of gravel and landfill void space. The Company also owns a further c8.25 acres (3.34 hectares) of land presently consented for gravel processing and waste recycling activities with river frontage and good access to the road. This area of land benefits from having c9,000 sq ft (836 sq mtrs) of existing consented light industrial buildings.
The gas from the former landfill operations is being commercially harnessed for the generation of electricity under the terms of a lease and royalty agreement with a specialist operator, CLP Envirogas Limited. The quantum of electricity generated since commencement of the process in February 2011 has been low. Although the revenue earned to date has been minimal and the board does not expect to receive royalty income in the foreseeable future the Company does continue to benefit from reduced infrastructure and operating costs associated with the management of the gas.
In addition to cash balances, the Company continues to hold two listed investments comprising:
-- 29.99% of the issued ordinary equity of Petards Group plc ("Petards"), a share of whose results is consolidated as an associate of the Company. Petards is a UK AIM quoted company whose activities embrace the provision of security and surveillance systems to the transport sector, in particular the railways, the emergency services sector, in particular the police, and the UK Ministry of Defence ("MOD"); and
-- 800,000 ordinary shares in Lloyds Banking Group plc ("Lloyds").
Osman Abdullah, a senior executive of the Company, is a non executive director of Petards.
Board's objectives
It remains the board's intention to:
1) Maximise the value of the Group's remaining operational assets with a threefold strategy:
a. to seek an outright sale of the Complex. Discussions have taken place with an interested party from within the quarry and waste management sectors which hitherto have not produced the desired result. The Company's agents GVA Grimley, a specialist firm within the quarry and waste management sectors, believes that the Complex would be attractive to trade buyers subject to an extension of the present planning consents. GVA Grimley has been instructed to prepare sale particulars with a marketing process expected to commence in October 2011;
b. to consider the development of the 8.25 acre plot referred to above for either industrial or residential purposes. The board has therefore commissioned a specialist firm of architects to prepare a number of schemes for discussion with the planning authority ahead of submitting a planning application for alternative uses; and
c. to seek planning consent for the development of Broad Green and other parts of the Complex for gravel extraction and restoration through inert landfill, with processing to take place at the existing gravel processing plant area for which present planning consent runs until 2017.
The board is conscious of the differing cost factors but believes that the success of any of the three strategies will result in an enhancement of the Company's recorded net worth.
2) Enhance the value of the Group's investments and free cash:
a. the board believes that Petards operates in sectors which have considerable development potential. It has had a number of discussions with the board of Petards to ascertain if assistance can be provided in various areas. It remains for the board of Petards to react to those discussions;
b. the UK banking sector has experienced a number of difficulties both commercially and politically over the past few years. With the benefit of hindsight, for well documented reasons, the timing of the Company's investment in Lloyds just prior to the acquisition of HBOS was not good. The investment remains an asset that is available-for-sale and will be sold at the appropriate time; and
c. the process of agreeing with the Environment Agency the Company's post-closure obligations for the c40 acre former landfill, referred to above, is nearing completion. The present value of the estimated aftercare costs have already been provided for in the accounts with GBP1.32m also being held on deposit in an escrow account designed to meet such costs. The board believes that the deposit held in escrow exceeds the amount required to meet future aftercare obligations and that there is a reasonable expectation that a significant proportion of the escrow deposit will be released as free cash within the foreseeable future.
3) Identify a suitable business sector either within the existing framework of assets and the quarry and waste management sectors, or move the Company's focus to another business sector, with the objective of creating a platform for sustainable earnings growth through acquisitions and strategic investment.
a. the board has reviewed a number of potential acquisitions which for various reasons it has found to be unattractive either as a consequence of their position within their sectors or their business cycle, product quality, valuation, lack of quality embedded management or prospects for growth; and
b. the board continues its search for a business which will form the backbone for future acquisition and organic growth as well as satisfying the board's criteria which includes producing sustainable growth in earnings, a high ratio of cash conversion from its profits and the ability to support a return to the dividend list.
Results
As explained in the 2010 Annual Report revenue for 2011 was expected to be minimal with sales for the first half of GBP10,000 (2010 - GBP1.012m). Cost of sales, including costs of monitoring the completed landfill at Southfield Wood ("SFW"), professional fees related to SFW and estate operational costs, was GBP111,000 (2010 - GBP671,000) resulting in a gross loss of GBP101,000 compared with a gross profit of GBP341,000 for the corresponding period last year. After administrative expenses of GBP373,000 (2010 - GBP484,000) and other gains of GBP195,000 (2010 - GBP263,000), the operating loss was GBP278,000 (2010 - profit GBP120,000). The other gains primarily relate to the gain of GBP328,000 (2010 - GBP3,000) arising on the sale of property, plant and equipment at Bunkers and Pollards offset by the decrease of GBP133,000 (2010 - increase of GBP92,000) in the value of the investment in Lloyds. The other gains in 2010 also included a fair value gain of GBP168,000 on the investment in Petards becoming an associate. Finance costs were GBP13,000 (2010 - GBP25,000), comprising the interest charge in respect of the unwinding of the discount on provisions offset by interest received, the Group having no debt.
The loss before and after tax for the period from continuing operations was GBP291,000 (2010 - profit GBP95,000), there being no tax payable for either period. The basic and diluted loss per share was 0.51p compared with basic and diluted earnings per share of 0.17p for the same period of 2010.
Given that the board wishes to maintain balance sheet strength in support of an acquisition no dividend has been declared for this period (2010 - nil).
Cash flow used in operations was GBP475,000 (2010 - generated by operations GBP189,000). Cash flows from investing activities amounted to GBP359,000, the main component being proceeds from the sales of Bunkers and Pollards. In 2010 cash used in investing activities was GBP652,000, comprising principally the purchase of additional Petards shares at a cost of GBP1.068m partially offset by the sale of Lloyds shares which realised GBP493,000 and capital expenditure of GBP85,000. The decrease in free cash and cash equivalents during the half year was GBP116,000 (2010 - decrease GBP463,000).
At 30 June 2011 the Group had cash and cash equivalents of GBP319,000 (31 December 2010 - GBP435,000) and cash balances held in escrow accounts of GBP1.344m (31 December 2010 - GBP1.356m). In addition the middle market value of investments held at 30 June 2011 was GBP1.194m compared with GBP1.633m at 31 December 2010.
Total equity at 30 June 2011 was GBP2.597m (31 December 2010 - GBP2.888m) equating to net assets per ordinary share of 4.58p (31 December 2010 - 5.09p).
Risks & Uncertainties
The principal risks and uncertainties affecting the business activities of the Group remain those detailed on pages 10 and 12 of the 2010 Annual Report together with those associated with the possible disposal of the Complex. In the view of the board these properly reflect the uncertainties which may have a material effect on the Group's performance in the second half of the year.
Future
As stated in note 2 to the condensed financial statements, the directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly they continue to adopt the going concern basis in preparing the condensed financial statements.
The board believes that the recession and the uncertainty it has caused in business confidence has given rise to opportunities for investment in, or acquisition of, good quality businesses at fair valuations. It is therefore presently reviewing a number of situations which it believes meets its criteria and which it believes would be attractive to shareholders in particular the major ones who have consistently expressed a willingness to provide support for the growth of the Company.
Shareholders will be kept informed on any developments
Raschid Abdullah
Chairman
30 September 2011
Condensed Consolidated Income Statement
for the
half-year ended
30 June 2011
Unaudited Audited
---------------------- ------------
Half-year Half-year
to to Year to
30 June 30 June 31 December
2011 2010 2010
Notes
GBP000 GBP000 GBP000
Continuing
operations
Revenue 3 10 1,012 1,435
Cost of sales (111) (671) (837)
Gross
(loss)/profit (101) 341 598
Administrative
expenses (373) (484) (994)
Other gains 4 195 263 488
Share of profit
of associate 8 1 - 13
Operating
(loss)/profit (278) 120 105
Finance charge 5 (13) (25) (36)
(Loss)/profit
before tax 3 (291) 95 69
Tax expense 6 - - -
(Loss)/profit
for the period 3 (291) 95 69
========== ========== ============
(Loss)/earnings
per ordinary
share 7
From continuing
operations
Basic (0.51)p 0.17p 0.12p
Diluted (0.51)p 0.17p 0.13p
Condensed Consolidated Statement of Comprehensive
Income and Expense
for the half-year
ended 30 June 2011
Unaudited Audited
-------------------- -----------
Half-year Half-year
to to Year to
30 June 30 June 31 December
2011 2010 2010
GBP000 GBP000 GBP000
Fair value losses,
net of tax, on
available-for-sale
financial asset - (228) (228)
Loss recognised
directly in
equity - (228) (228)
(Loss)/profit for
the period (291) 95 69
Total recognised
loss for the
period (291) (133) (159)
========= ========= ===========
All attributable to equity shareholders
of the Company
Condensed Consolidated Statement of Changes
in Equity
for the half-year ended 30 June 2011
Available- Employee
for-sale share-based
Share Share investments payment Retained
capital premium reserve reserve earnings Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 31 December
2009 567 8 228 106 2,138 3,047
Total
comprehensive
loss - - (228) - 95 (133)
At 30 June
2010 567 8 - 106 2,233 2,914
Total
comprehensive
loss - - - - (26) (26)
At 31 December
2010 567 8 - 106 2,207 2,888
Total
comprehensive
loss - - - - (291) (291)
At 30 June
2011 567 8 - 106 1,916 2,597
======== ======== ============ ============ ========= =======
Condensed Consolidated Balance Sheet
as at 30 June 2011
Unaudited Audited
------------------- -----------
30 31
June 30 June December
2011 2010 2010
Notes GBP000 GBP000 GBP000
Assets
Non-current assets
Property, plant and equipment 489 926 488
Interest in associate 8 1,334 1,306 1,333
Total non-current assets 1,823 2,232 1,821
Current assets
Trade and other receivables 9 100 651 248
Financial assets at fair value
through profit or loss 10 392 436 525
Cash - escrow deposits 11 1,344 1,351 1,356
Cash and cash equivalents 11 319 454 435
Assets held for sale 12 - 719
------- --------- -----------
2,155 2,892 3,283
Total assets 3,978 5,124 5,104
======= ========= ===========
Equity and liabilities
Share capital 567 567 567
Share premium 8 8 8
Other reserves 106 106 106
Retained earnings 1,916 2,233 2,207
------- --------- -----------
Total equity 2,597 2,914 2,888
Liabilities
Non-current liabilities
Provisions for liabilities
and charges 13 1,010 1,210 1,004
Total non-current liabilities 1,010 1,210 1,004
Current liabilities
Trade and other payables 243 483 347
Provisions for liabilities
and charges 13 128 517 161
Liabilities associated with
assets classified as held
for sale 12 - - 704
------- --------- -----------
Total current liabilities 371 1,000 1,212
Total liabilities 1,381 2,210 2,216
Total equity and liabilities 3,978 5,124 5,104
======= ========= ===========
Condensed Consolidated Cash Flow Statement
for the half-year ended 30 June
2011
Unaudited Audited
---------------------- ------------
Half-year Half-year
to to Year to
30 June 30 June 31 December
2011 2010 2010
Notes GBP000 GBP000 GBP000
Cash flows from operating
activities
(Loss)/profit from operations -
continuing operations (278) 120 105
---------- ---------- ------------
(Loss)/profit from operations (278) 120 105
Adjustments for:
Depreciation of property, plant
and equipment - 145 146
Gain on disposal of assets held
for sale 4 (328) (3) (48)
Loss/(gain) on investments 4 133 (260) (440)
Share of profit of associate 8 (1) - (13)
Decrease in provisions 13 (45) (47) (231)
---------- ---------- ------------
Operating cash outflows before
movements in working capital (519) (45) (481)
Decrease in receivables 148 240 374
Decrease in payables (104) (6) (142)
---------- ---------- ------------
Cash (used in)/generated by
operations (475) 189 (249)
Cash flows from investing
activities
Purchase of property, plant and
equipment (1) (85) (98)
Proceeds from sale of property,
plant and equipment 343 3 358
Purchase of investments 8 - (1,068) (991)
Sale of investments 10 - 493 493
Interest received 5 7 12
Amounts transferred from/(to)
Environment Agency escrow
accounts 12 (2) (7)
---------- ---------- ------------
Net cash from/(used in)
investing activities 359 (652) (233)
Net decrease in cash and cash
equivalents (116) (463) (482)
Cash and cash equivalents at
the beginning of the period 11 435 917 917
Cash and cash equivalents at
the end of the period 11 319 454 435
========== ========== ============
Notes to the Condensed Interim Financial Statements
for the half-year ended 30 June 2011
1. General information
Water Hall Group plc is a public limited company ("Company") incorporated in England and Wales (registered number 438328). The Company is domiciled in England and Wales and its registered address is Parallel House, 32 London Road, Guildford, GU1 2AB. The Company's ordinary shares are traded on AIM, a market operated by the London Stock Exchange. The Group's principal activity is waste management.
The condensed interim financial statements for the half-year ended 30 June 2011 have been reviewed, not audited, and were approved for issue by the Board on 30 September 2011. The financial information contained in these interim financial statements does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The financial information for the year ended 31 December 2010 has been extracted from the statutory accounts for the Group for that year. Statutory accounts for the year ended 31 December 2010, upon which the auditor has given an unqualified audit report and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006, have been filed with the Registrar of Companies. Copies of the Interim Report for the half-year ended 30 June 2011 and the Annual Report for the year ended 31 December 2010 are available free of charge from the Company Secretary at the registered office of the Company and on the Company's website at www.waterhallgroupplc.com.
2. Basis of preparation
The interim financial statements for the half-year ended 30 June 2011 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") and in accordance with IAS34 Interim Financial Reporting. They do not include all of the information required and should be read in conjunction with the annual financial statements for the year ended 31 December 2010.
The accounting policies adopted are consistent with those of the year ended 31 December 2010 as described in those financial statements.
IFRS 9 (November 2009, revised October 2010) Financial Instruments: Classification and Measurement, IFRS 10 (May 2011) Consolidated Financial Statements, IFRS 11 (May 2011) Joint Arrangements, IRFS 12 (May 2011) Disclosures of Interests in Other Entities, IFRS 13 (May 2011) Fair Value Measurement, IAS 27 (May 2011) Separate Financial Statements, IAS 28 (May 2011) Investments in Associates and Joint Ventures and Amendments to IFRS 1, IFRS 7, IAS 12 were in issue at the date of authorisation of these interim financial statements but are not yet effective (and in some cases had not yet been endorsed by the EU). The directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the Group.
The directors have considered the Group's financial position with reference to the actual results for the half- year period and the latest forecasts for the remainder of 2011 and 2012. In considering this information and having regard to existing cash resources, listed investments and the absence of any borrowings, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, a period of not less than twelve months from the date of this report. Thus they continue to adopt the going concern basis in preparing the half-yearly condensed interim financial statements.
The principal risks and uncertainties continue to be those described on pages 10 and 12 of the Annual Report for 2010, together with those associated with the proposed disposal of the Water Hall Complex.
3. Segmental analysis
Segmental results
During 2011 and 2010 waste management has been the only continuing activity and business segment.
The principal operation in that segment over recent years has been Bunkers Hill ("Bunkers"), a 50 acre landfill site licensed to be filled with inert waste. On 29 October 2010the group entered into a contract with Frank Lyons Plant Services ("FLPS") for the sale of the freehold of Bunkers and the waste management activity at Bunkers ceased from that date.
Following the sale of Bunkers, Water Hall's continuing waste management include the following interests and potential revenue generating activities:
- An 8 acre Materials Recovery Facility ("MRF"), not currently in operation, but which has planning consents until 2014 and 2017 and could be reactivated should there be a suitable opportunity.
- Energy from Waste ("EFW") through the contract with CLP Envirogas Limited ("CLP"), from the generation of electricity by the utilisation of gas from Southfield Wood, if the gas level exceeds 800kw/hour. CLP has made a significant investment in this project, which includes the installation by CLP of gas pipe work required for the restoration of SFW.
Additionally the Group has option rights, which run to 2018, over areas of land adjacent to Bunkers containing sand and gravel reserves and the benefit of inert waste restoration post the sand and gravel extraction. These areas are known as Broad Green, where the Company owns the freehold mineral and infill rights with an option, subject to planning consent being granted, to purchase the surface rights, and Bunkers South, where the Company has an option to purchase the surface rights, subject to planning consent, and to operate the reserves under a royalty agreement with the landowner.
Having regard for the length of time required to complete the gas tests and to secure consent for planning applications for the option areas, the Group's revenues from these activities are expected to be minimal for the foreseeable future.
The following is an analysis of the Group's revenue and results from continuing operations by reportable segment:
Unaudited Audited
Half-year to Half-year to Year to
30 June 30 June 31 December
2011 2010 2010
Revenue GBP000 GBP000 GBP000
Waste Management 10 1,012 1,435
============= ============= ============
Segment (loss)/profit
Waste Management (117) 193 333
Corporate expenses (357) (336) (729)
Other gains (note 4) 195 263 488
Share of profit of associate
(note 8) 1 - 13
Finance charge (note 5) (13) (25) (36)
(Loss)/profit for the period (291) 95 69
============= ============= ============
4. Other gains/(losses)
Unaudited Audited
---------------------------- -----------
Half year to Half year to Year to
30 June 30 June 31December
2011 2010 2010
GBP000 GBP000 GBP000
Continuing operations
(Loss)/gain on financial assets at
fair value through profit or loss
(note 10) (133) 92 181
Fair value adjustment on
available-for-sale financial
asset becoming an associate (note
8) - 168 259
Gain on disposal of assets held
for sale - property, plant &
equipment (note 12) 328 3 48
------------- ------------- -----------
195 263 488
============= ============= ===========
5. Net finance charge
Unaudited Audited
---------------------------- ------------
Half year to Half year to Year to
30 June 30 June 31 December
2011 2010 2010
GBP000 GBP000 GBP000
Interest on escrow deposits 3 3 7
Bank interest receivable 3 5 7
6 8 14
------------- ------------- ------------
Unwinding of discount on
provisions (18) (32) (48)
Other interest payable (1) (1) (2)
------------- ------------- ------------
(19) (33) (50)
------------- ------------- ------------
Net finance charge (13) (25) (36)
============= ============= ============
6. Taxation
Income tax expense and deferred income tax are reduced to GBPnil (2010 - GBPnil) by reason of tax losses.
7. (Loss)/earnings per ordinary share
Unaudited Audited
---------------------------- ------------
Half year to Half year to Year to
30 June 30 June 31 December
2011 2010 2010
The calculation of
(loss)/earnings per ordinary
share is based on:
The basic weighted average number
of ordinary shares in issue
during the period 56,691,102 56,691,102 56,691,102
Dilutive effect of share options - 835,821 500,000
------------- ------------- ------------
The diluted weighted average
number of ordinary shares in
issue during the period 56,691,102 57,526,923 57,191,102
------------- ------------- ------------
GBP000 GBP000 GBP000
(Loss)/profit for the period -
continuing operations (291) 95 69
Interest on share option receipts
- continuing operations - - 3
(Loss)/profit for the purpose of
diluted earnings per share (291) 95 72
============= ============= ============
8. Interest in associate
Unaudited Audited
---------------------------- ------------
Half year to Half year to Year to
30 June 30 June 31 December
2011 2010 2010
GBP000 GBP000 GBP000
At 1 January 1,333 - -
Reclassification of available-for-sale
financial asset - 298 298
Purchase of additional investment - 1,068 991
Fair value adjustment on available-for-sale
asset becoming an associate - 168 259
Gain on fair value reversed on
available-for-sale asset becoming an
associate - (228) (228)
Share of profit after tax 1 - 13
At end of period 1,334 1,306 1,333
-------- -------- --------
Investment in associate at 30 June 2011 includes goodwill
of GBP1,316,000 (31 December 2010 GBP1,316,000 and
at 18 June 2010, the date Petards became an associate,
GBP1,334,000)
Fair value of interest in associate 802 1,242 1,108
-------- -------- --------
Aggregated amounts relating to associate
Total assets 5,566 5,300 5,393
Total liabilities (5,496) (5,551) (5,337)
--------
Net assets 70 (251) 56
-------- -------- --------
Group's share of net assets/(liabilities) of
associate 21 (75) 17
--------
Total revenue 5,229 - 6,081
-------- -------- --------
Profit after tax 5 - 44
-------- -------- --------
Group's share of profit of associate 1 - 13
-------- -------- --------
The interest in associate represents the Group's holding of 1,910,100 ordinary shares in Petards Group plc ('Petards') an AIM quoted company. Petards principal activities are the development, supply and maintenance of technologies used in security and surveillance systems. The shares held at 30 June 2011 and 31 December 2010 represent 29.99% of Petards issued ordinary share capital. Petards shareholders approved a capital reorganisation on 30 June 2011 and all references to numbers of shares have been restated on the basis of the revised capital structure. Similarly all references to quoted middle market prices have been adjusted to reflect the revised capital structure.
The initial holding of 465,000 ordinary shares was acquired during 2007 for GBP238,000 and during May 2010 a further 400,000 ordinary shares were purchased at a cost of GBP260,000. On 27 May 2010 the Company made a tender offer to the ordinary shareholders of Petards as a result of which 1,045,100 ordinary shares were acquired on 18 June 2010, the closing date of the tender offer, at a total cost of GBP731,000 (excluding expenses of the tender offer).
From 18 June 2010, the 29.99% ownership of Petards has been accounted for as an investment in an associate using the equity method whereas previously it had been accounted for as an available-for-sale financial asset. As the increase in the Petards shareholding took place at the end of the half year to 30 June 2010 the carrying cost of the investment at that date was not materially different from that at the date of acquisition so no share of profit or loss was recognised. Full equity accounting for the associate was introduced in the financial statements for the year ended 31 December 2010.
At 30 June 2011 the quoted middle market price was 42p per share (31 December 2010 - 58p per share) and the fair value of the Group's holding was GBP802,000 (31 December 2010 - GBP1,108,000).
The total revenue, profit/(loss) and the Group's share of profit/(loss) of the associate represent the first half results of Petards, based on its unaudited Interim Report for the six months to 30 June 2011 (31 December 2010 - revenue, profit and the Group's share of profit represent second half results for Petards, based on its unaudited Interim Report for 2010 and its audited financial statements for the year ended 31 December 2010). Total assets and liabilities have been extracted from Petards unaudited Interim Reports for 2011 and 2010 and from the audited financial statements for the year ended 31 December 2010.
9. Trade and other receivables
Unaudited Audited
------------------ ------------
30 June 30 June 31 December
2011 2010 2010
GBP000 GBP000 GBP000
Trade receivables 11 311 148
Other debtors 89 71 100
Landfill engineering costs - 269 -
-------- -------- ------------
100 651 248
======== ======== ============
10. Financial assets at fair value through profit or loss
Unaudited Audited
------------------ ------------
30 June 30 June 31 December
2011 2010 2010
GBP000 GBP000 GBP000
At 1 January 525 837 837
Disposal - (493) (493)
Fair value (loss)/gain (charged)/credited
to income statement (note 4) (133) 92 181
-------- -------- ------------
At end of period 392 436 525
======== ======== ============
Investments in financial assets at fair value through profit or loss comprise :
Listed equity securities - UK 392 436 525
==== ==== ====
In September 2008 the Company purchased 425,000 ordinary shares in Lloyds Banking Group plc ("Lloyds"). During the first half of 2009 the Company received 10,625 Lloyds ordinary shares from a capitalisation issue and purchased 270,653 additional Lloyds ordinary shares at a cost of 38.43p per share pursuant to a compensatory open offer. During the second half of 2009 the Company purchased 946,412 additional Lloyds ordinary shares at a cost of 37.00p per share pursuant to a rights issue.
In May 2010 the Company sold 852,690 Lloyds ordinary shares for net sale proceeds of GBP493,000.
Following this disposal the total number of Lloyds ordinary shares held at 30 June 2011 was 800,000 and the middle market price at that date was 49.00p (31 December 2010 - 65.70p).
11. Cash and cash equivalents
Escrow deposits comprise GBP1.344m (December 2010 - GBP1.356m) deposited in four (December 2010 - five) bank accounts held jointly with the Environment Agency in escrow. These escrow accounts are to be used specifically for restoration and aftercare purposes and have been excluded from cash resources in the cash flow statement.
The cash resources are held as follows:
Unaudited Audited
------------------ ------------
30 June 30 June 31 December
2011 2010 2010
GBP000 GBP000 GBP000
Escrow deposits 1,344 1,351 1,356
======== ======== ============
Short term bank deposit - 100 -
Current and deposit accounts 319 354 435
-------- -------- ------------
319 454 435
======== ======== ============
The cash and cash equivalents may be analysed between fixed and floating rate by currency as follows:
30 June 30 June 31December
2011 2010 2010
GBP000 GBP000 GBP000
Floating rate
cash and cash
equivalents
Sterling 319 354 435
-------- -------- -----------
Fixed rate
cash and cash
equivalents
Sterling - 100 -
-------- -------- -----------
319 454 435
======== ======== ===========
12. Assets held for sale
The major classes of assets and liabilities comprising the operations classified as held for sale are as follows:
Unaudited Audited
------------------ ------------
30 June 30 June 31 December
2011 2010 2010
GBP000 GBP000 GBP000
Property, plant and equipment - - 450
Landfill engineering costs - - 269
-------- -------- ------------
Total assets classified as held for sale - - 719
-------- -------- ------------
Provisions for liabilities and charges - - 394
Payment received on account, net of professional costs - - 310
--- --- ----
Total liabilities associated with assets classified
as held for sale - - 704
--- --- ----
Net assets of disposal group 15
----
On 29 October 2010 the Group entered into an agreement with Frank Lyons Plant Services ("FLPS") for the sale of the freehold of Bunkers Hill ("Bunkers"), the Group's 50-acre operating landfill site licensed to be filled with inert waste. The proceeds of sale were GBP474,500 in cash, of which GBP325,000 was received on exchange of contracts and the balance was received on 31 March 2011. The sale was completed in May 2011.
On 8 March 2011 the Group sold the freehold of Pollards Quarry ("Pollards") and the proceeds of sale were GBP237,000 in cash. Pollards is a site of approximately 46 acres which prior to completion of its restoration in 2005 had been operated as an inert landfill site and since restoration has been used for agricultural purposes.
At 31 December 2010 both Bunkers and Pollards were classified as a disposal group held for sale and presented separately in the balance sheet. The operations were included in the waste management activity in the segmental analysis in note 3.
Gain on disposal of assets held for sale GBP000
Proceeds from sale of property, plant & equipment,
net of expenses 343
Net book value of property, plant & equipment (15)
Gain on disposal (note 4) 328
=======
13. Provisions for other liabilities and charges
Restoration and aftercare
GBP000
At 1 January 2010 1,742
Additional provisions charged to the income
statement 10
Utilised during the period (57)
Unwinding of discount 32
At 30 June 2010 1,727
Reduction of provisions credited to the income
statement (3)
Unused amounts reversed credited to the income
statement (108)
Utilised during the period (73)
Liabilities associated with assets classified as
held for sale (note 12) (394)
Unwinding of discount 16
At 31 December 2010 1,165
Additional provisions
Utilised during the period -
Unwinding of discount (45)
18
At 30 June 2011 1,138
==========================
Analysis of total provisions :
Current 128
Non-current 1,010
1,138
==========================
The restoration and aftercare provisions relate to the costs of restoring and reinstating land from which the mineral resources were extracted, addressing environmental issues at quarry and landfill sites and planning and related matters. These costs are expected to be incurred at varying times between 2011 and 2071.
Statement of Directors' Responsibilities
The directors confirm that the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting. The directors of Water Hall Group plc are listed in the annual report for 31 December 2010 and there have been no changes during the period. The list of current directors is maintained on the Water Hall Group plc website: www.waterhallgroupplc.com .
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial information differs from legislation in other jurisdictions.
By order of the board
Raschid Abdullah
Chairman
30 September 2011
Independent Review Report to Water Hall Group plc
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2011 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated balance sheet, the condensed consolidated cash flow statement and related notes 1 to 13. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules of the London Stock Exchange.
As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the AIM Rules of the London Stock Exchange.
Deloitte LLP
Chartered Accountants and Statutory Auditors
Reading, United Kingdom
30 September 2011
This information is provided by RNS
The company news service from the London Stock Exchange
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