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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Conygar | LSE:CICZ | London | Ordinary Share | GB00BH4TCL65 | ZDP SHS 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 124.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMCICZ
RNS Number : 0647Z
Conygar ZDP PLC
24 May 2016
24 May 2016
CONYGAR ZDP PLC
PRELIMINARY RESULTS FOR THE SIX MONTHSED 31 MARCH 2016
CONYGAR ZDP PLC announces its results for the six months ended 31 March 2016.
Enquiries:
The Conygar Investment Company PLC
Robert Ware: 020 7258 8670
Ross McCaskill: 020 7258 8670
Liberum Capital (Nominated Adviser)
Richard Bootle: 020 3100 2222
Temple Bar Advisory (Public Relations)
Alex Child-Villiers: 07795 425 580
Conygar ZDP PLC ("the Company") is a company registered in England and Wales, and is a wholly owned subsidiary of The Conygar Investment Company PLC ("the Parent") which is a company incorporated in England and Wales.
The Company's principal investment objective is to provide the holders of the zero dividend preference shares ("ZDP Shares") with a predetermined final capital entitlement. It was incorporated to be the issuer of the zero dividend preference shares. The ZDP Shares are quoted on the London Stock Exchange under ticker CICZ.
On repayment, ZDP shareholders are entitled to receive an amount equal to 100 pence per share increased daily at an equivalent annual rate of 5.5% per annum. The ZDP Shares repayment date is 9 January 2019 and the final capital entitlement will be 130.7 pence per ZDP Share.
The Parent has entered into a Contribution Agreement with the Company to provide an undertaking to pay any costs and expenses incurred by the Company and to enable the Company to meet its payment obligations in respect of the ZDP Shares. Although the Parent has entered into an undertaking to meet all liabilities as they fall due, it is important to note that all risks are borne by the ZDP shareholders, who are not guaranteed to receive their full capital entitlement.
The company is engaged in a single economic activity, primarily being, the raising of funds in order to provide financing to the Parent. All activities are carried out in the UK.
Position of company at period end
As at 31 March 2016, the Company maintained a strong position and the financing arrangements were performing as envisaged in the listing prospectus. In particular, the Parent had comfortably met all of the conditions and obligations under the various arrangements. These conditions are tested quarterly and no breaches have occurred at any point since incorporation. The definitions and conditions of issue are set out in the listing prospectus a copy of which is available at www.conygar.com.
As at 31 March 2016, the two primary covenants were:
1. Cover Test (not less than 3.5x) - actual 4.8x 2. Investment Property Cover Test (not less than 2.5x) - actual 4.3x
STATEMENT OF DIRECTORS' RESPONSIBLITIES
The Directors confirm to the best of their knowledge that:
(a) the condensed set of financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting';
(b) the Interim Management Report includes a fair review of the information required by Disclosure and Transparency Rule 4.2.7R, being an indication of important events during the first six months of the financial year, a description of principal risks and uncertainties for the remaining six months of the year, and their impact on the condensed set of financial statements; and
(c) the Interim Management Report includes a fair review of the information required by Disclosure and Transparency Rule 4.2.8R (disclosure of related parties' transactions and changes therein).
N J Hamway
Chairman
Statement of Comprehensive Income
For the six months ended 31 March 2016
Hot Features
Premium
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2016 2015 2015
Note GBP'000 GBP'000 GBP'000
Administrative expenses 3 (26) (12) (14)
----------- ----------- --------------
Operating loss (26) (12) (14)
Finance costs (956) (890) (1,849)
----------- ----------- --------------
Loss before Taxation 4 (982) (902) (1,863)
Taxation - - -
----------- ----------- --------------
Total comprehensive
loss for the period (982) (902) (1,863)
=========== =========== ==============
Statement of Changes in Equity
For the six months ended 31 March 2016
Share Capital Retained
Capital Contribution Earnings Total
GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 October
2014 50 1,304 (1,304) 50
Total comprehensive
loss for the period - - (902) (902)
Contribution by parent
company - 902 - 902
Balance as at 31 March
2015 50 2,206 (2,206) 50
--------- -------------- ---------- --------
Balance as at 1 October
2014 50 1,304 (1,304) 50
Total comprehensive
loss for the year - - (1,863) (1,863)
Contribution by parent
company - 1,863 - 1,863
Balance as at 30 September
2015 50 3,167 (3,167) 50
--- ------ -------- --------
Balance as at 1 October
2015 50 3,167 (3,167) 50
Total comprehensive
loss for the period - - (982) (982)
Contribution by parent
company - 982 - 982
Balance as at 31 March
2016 50 4,149 (4,149) 50
=== ====== ======== ======
Balance Sheet
As at 31 March 2016
31March 31 March 30 September
2016 2015 2015
Note GBP'000 GBP'000 GBP'000
Non-current assets
Amounts due from parent
company 5 33,480 31,562 32,521
---------- ----------- ---------------
Total assets 33,480 31,562 32,521
Current liabilities
Accrued administrative (3) - -
costs
Non-current liabilities
Zero dividend preference
shares 6 (33,427) (31,512) (32,471)
Total liabilities (33,430) (31,512) (32,471)
Net assets 50 50 50
========== =========== ===============
Equity
Share capital 7 50 50 50
Capital contribution 4,149 2,206 3,167
Retained earnings (4,149) (2,206) (3,167)
---------- ----------- ---------------
Total equity 50 50 50
========== =========== ===============
Notes to the Interim Results
For the six months ended 31 March 2016
1. General information
Conygar ZDP PLC (the "Company") was incorporated on 28 November 2013 and is registered in England and Wales. The Company is a wholly owned subsidiary of The Conygar Investment Company PLC, ("the Parent"). The condensed financial information is prepared for the six month period from 1 October 2015 to 31 March 2016.
2. Significant accounting policies
Basis of Preparation
The financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and have been reviewed but not audited. The accounting policies applied by the Company in the interim report will be the same as those which will be applied to the annual financial statements.
The annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the IASB.
The board of directors approved the above results on 23 May 2016. Copies of the interim report may be obtained from the Company Secretary, Conygar ZDP PLC, Fourth Floor, 110 Wigmore Street, London, W1U 3RW.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single economic and geographic segment of business primarily being the raising of funds in order to provide financing to the Parent.
Statement of cash flows
No cash flow statement is presented as all funding activities are provided by the Parent.
3. Administrative expenses
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2016 2015 2015
GBP'000 GBP'000 GBP'000
Costs of meeting regulatory
obligations 26 12 14
=========== =========== ==============
4. Finance Costs
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2016 2015 2015
GBP'000 GBP'000 GBP'000
Interest on ZDP
shares 889 823 1,716
Amortisation of
issue costs 67 67 133
----------- ----------- --------------
956 890 1,849
=========== =========== ==============
5. Amounts due from parent company
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2016 2015 2015
GBP'000 GBP'000 GBP'000
Balance at start of
period 32,521 30,672 30,672
Parent loan repaid (23) (12) (14)
Additions under contribution
agreements 982 902 1,863
----------- ----------- --------------
Balance at end of period 33,480 31,562 32,521
=========== =========== ==============
Funds raised through ZDP share issue, after the deduction of issue costs of GBP668,286 totalled GBP29,331,714. These funds were transferred to the Parent as a non-interest bearing loan repayable on demand in accordance with the Loan Agreement dated 7 January 2014.
On 7 January 2014, the Company entered into a Contribution Agreement with the Parent. The agreement provides an undertaking by the Parent to pay any costs and expenses incurred by the Company in respect of its operation and the continuation of its business and to enable the Company to meet its payment obligations in respect of the ZDP shares. The Parent has agreed to support the Company's obligations and has agreed to certain protections to ensure the Parent does not make distributions or returns of capital without retaining sufficient capital to meet its obligations to the Company.
6. Zero dividend preference shares
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2016 2015 2015
GBP'000 GBP'000 GBP'000
Balance at start of
period 32,471 30,622 30,622
Amortisation of issue
costs 67 67 133
Accrued capital 889 823 1,716
----------- ----------- --------------
33,427 31,512 32,471
=========== =========== ==============
The Company issued 30,000,000 zero dividend preference shares ('ZDP shares') at 100 pence per share. The ZDP shares have an entitlement to receive a fixed cash amount on the maturity date of 9 January 2019, but do not receive any dividends or income distributions. Additional capital accrues to the ZDP shares on a daily basis at a rate equivalent to 5.5% per annum, resulting in a final capital entitlement of 130.7 pence per share. The ZDP shares were listed on the London Stock Exchange on 10 January 2014.
During the six months, the Company has accrued for GBP889,000 (six months to 31 March 2015: GBP823,000; year ended 30 September 2015: GBP1,716,000) of additional capital. The total amount repayable at maturity is GBP39,210,000.
The ZDP shares do not carry the right to vote at general meetings of the Company, although they carry the right to vote as a class on certain proposals which would be likely to materially affect their position. In the event of a winding-up of the Company, the capital entitlement of the ZDP shares (except for any undistributed revenue profits) will rank ahead of ordinary shares but behind other creditors of the Company.
7. Share capital
The authorised share capital of the Company is fifty thousand ordinary shares issued at GBP1. On 28 November 2013, the Company issued fifty thousand ordinary shares at par value.
8. Controlling and related parties
The Company is wholly owned by The Conygar Investment Company PLC (the "Parent"). The Parent is therefore the immediate and ultimate controlling party.
The Company also entered into a non-interest bearing loan agreement with the Parent dated 7 January 2014. As at 31 March 2016, the Parent owed GBP33.5 million (as at 31 March 2015: GBP31.6 million; as at 30 September 2015: GBP32.5 million) to the Company under the loan agreement.
The Directors received no remuneration for their services to the Company during the period.
9. Events after the reporting date
There are no subsequent events requiring disclosure in these financial statements.
Independent Review Report to Conygar ZDP PLC
Introduction
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 31 March 2016 which comprises the statement of comprehensive income, the statement of changes in equity, the balance sheet, and the related notes. 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 the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this 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 reached.
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 DTR of the UK FCA.
As disclosed in note 2, the annual financial statements of the company are prepared in accordance with IFRS 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 enquiries, 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 31 March 2016 is not prepared, in all material aspects, in accordance with International Accounting Standard 34 as adopted by the European Union and the DTR of the UK FCA.
Rees Pollock
Chartered Accountants and Registered Auditors
London
23 May 2016
Notes:
(a) The maintenance and integrity of The Conygar Investment Company PLC group website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the Interim Report since it was initially presented on the website.
(b) Legislation in the United Kingdom governing the presentation and dissemination of financial information may differ from legislation in other jurisdictions.
The directors of Conygar ZDP PLC accept responsibility for the information contained in this announcement. To the best knowledge and belief of the directors of Conygar ZDP PLC (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR AKNDKFBKDNPB
(END) Dow Jones Newswires
May 24, 2016 02:02 ET (06:02 GMT)
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