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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 : 2828I
Conygar ZDP PLC
08 December 2015
8 December 2015
CONYGAR ZDP PLC
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2015
Conygar ZDP PLC, announces its results for the year ended 30 September 2015
Enquiries:
Conygar ZDP PLC
Robert Ware: 020 7258 8670
Ross McCaskill: 020 7258 8670
Liberum Capital Limited
Richard Bootle: 020 3100 2222
Temple Bar Advisory (Public Relations)
Alex Child-Villers: 07795 425 580
Will Barker: 020 7002 1080
CHAIRMAN'S STATEMENT
I am pleased to present the Company's results for the year ended 30 September 2015.
The Company is a wholly owned subsidiary of The Conygar Investment Company PLC ("Conygar") and was established solely for the purpose of issuing and redeeming the 30,000,000 zero dividend preference shares issued in January 2014. The ZDP Shares are quoted on the main market of the London Stock Exchange under ticker CICZ.
The funds, net of issue costs so raised, have been lent to our parent company and in return, the parent company has undertaken to meet all costs and liabilities of the Company and to enable the Company to meet all its obligations in respect of the ZDP Shares. As part of this, the parent company is subject to a number of operational restrictions and financial covenants which your Board monitors carefully. I am pleased to say that thus far, Conygar has comfortably met all covenants and complied with all obligations and the outlook remains positive. In view of the close association between the Company and parent, I would strongly recommend that shareholders read the annual report of the parent company which has also been published today and is available on www.conygar.com .
N J Hamway
Chairman
STRATEGIC REPORT
The Strategic Report provides a review of the business for the financial year, discusses the financial position at the year end and explains the principal risks and uncertainties facing the business and how we manage those risks. We will outline the business model and strategy.
Strategy and Business Model
Conygar ZDP PLC (the "Company") is a company registered in England and Wales, incorporated on 28 November 2013 and is a wholly owned subsidiary of The Conygar Investment Company PLC (the "Parent").
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.
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 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 the year end
As at 30 September 2015, 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 30 September 2015, the two primary covenants were:
1. Cover Test (not less than 3.5x) - actual 5.1x 2. Investment Property Cover Test (not less than 2.5x) - actual 4.9x
Events since the balance sheet date
There were no significant events since the balance sheet date.
Financial review
Net Asset Value
The net assets of the Company were GBP50,000 comprising GBP32.52 million (2014: GBP30.7 million) amount due from parent company less GBP32.47 million (2014: GBP30.6 million) liability in respect of the zero dividend preference shares.
Cash flow
As all costs, expenses and funding activities are provided by the Parent, the Company has no cash flow.
Income
The Company received no income in the period.
Administrative Expenses
Administrative expenses during the period were GBP14,000 (2014: GBP14,000), consisting mainly of fees and costs associated with being listed on the London Stock Exchange. The Directors receive no remuneration for their services to the Company.
Financing
The Company entered into a non-interest bearing loan agreement with the Parent dated 7 January 2014 whereby the net proceeds from the issue of the zero dividend preference shares was lent to the Parent (GBP29,331,714). As at 30 September 2015, the Parent owed GBP32.5 million (2014: GBP30.7 million) to the Company under the loan agreement.
Finance costs during the period amounted to GBP1.8 million (2014: GBP1.3 million), of which GBP1.7 million (2014: GBP1.2 million) is accrued as additional capital in respect of the zero dividend preference shares. The total amount repayable at maturity on 9 January 2019 is GBP39,210,000.
Taxation
There is no tax charge in respect of the year. Any tax losses incurred by the Company are available to be surrendered to the Parent by way of group relief.
Capital management
Capital Risk Management
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to ensure the appropriate financing is available to the Parent Group.
Given its sole purpose as an issuer of ZDP Shares, the Company operates within the well defined and tight parameters set out in the listing prospectus. The Company seeks to ensure that the ZDP Shares stay within agreed covenants.
Treasury Policies
The objective of the Company's treasury policies is to manage the Company's financial risk and to ensure the Company is able to satisfy its obligations in respect of the zero dividend preference shares.
The Group finances its activities with a combination of issue of ordinary share capital and zero dividend preference shares. It is not anticipated that any other financing will be required over the life of the Company. Derivative instruments are not required to be employed by the Company and would yield no benefit.
There is no requirement to manage cash as the Parent meets all costs and liabilities. The Board is content that the Parent has sufficient liquidity to meet the requirements of the business in terms of funding.
Issue of Share Capital
The Company issued fifty thousand ordinary shares of GBP1 each to the Parent on 3 January 2014. These shares carry full rights to vote, dividend entitlement and distribution in respect of a winding-up of the Company.
The Company issued 30,000,000 zero dividend preference shares at 100 pence per share and which were listed on the London Stock Exchange on 10 January 2014. 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 the ordinary shares but behind other creditors of the Company. Whilst share capital for company law purposes, the ZDP Shares are accounted for as a debt instrument under IFRS.
Dividend Policy
It is not intended that any dividend will be paid in respect of either the ordinary shares or the zero dividend preference shares issued by the Company.
Principal risks and uncertainties
Managing risk is an integral element of the Company's management activities and an appropriate amount of time is spent assessing and managing risks to the business. Responsibility for risk management rests with the Board, with external advisers used where necessary.
Strategic risks
Strategic risks are risks arising from an inappropriate strategy or through flawed execution of a strategy. By definition, strategies tend to be longer term than most other risks. Strategic risks identified include global or national events, regulatory and legal changes, market or sector changes and key staff retention.
The Board devotes a considerable amount of time and resource continually monitoring and discussing the environment in which we operate and the potential impacts upon the Company. We are confident we have sufficiently high calibre directors and other resources to manage strategic risks.
We are content that the Company has the right approach toward strategy and our financial performance and delivery of strategy is good evidence of that.
Operational risks
Owing to the simple business model and operation of the Company there are few risks and uncertainties specific to it. However, the Company is heavily reliant upon the ability of the Parent to meet its obligations under the Contribution Agreement and this is considered to be the principal operational risk. The specific risks faced by the Parent are contained within its financial statements. The directors of the Company are also directors of the Parent and are therefore in a position to assess the recoverability of amounts due from The Conygar Investment Company PLC. The various covenants and Parent obligations are monitored at regular intervals.
The Company has not suffered any material loss from operational risks during the year.
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December 08, 2015 02:00 ET (07:00 GMT)
Statement of Comprehensive Income
For the year ended 30 September 2015
Hot Features
Premium
Year Ended Period from
30 Sep 28 Nov 2013
2015 to 30 Sep
2014
Note GBP'000 GBP'000
Administrative expenses 2 (14) (14)
----------- -------------
Operating loss (14) (14)
Finance costs 3 (1,849) (1,290)
----------- -------------
Loss before Taxation (1,863) (1,304)
Taxation 4 - -
----------- -------------
Total comprehensive loss for
the period (1,863) (1,304)
=========== =============
Basic and diluted earnings
per share 5 (3,726)p (2,608)p
All of the activities of the Company are classed as continuing.
Statement of Changes in Equity
For the year ended 30 September 2015
Share Capital Retained Total
Capital Contribution Earnings
GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 28 November - - - -
2013
Issue of ordinary
shares 50 - - 50
Total comprehensive
loss for the period - - (1,304) (1,304)
Contribution by parent
company - 1,304 - 1,304
Balance as at 30 September
2014 50 1,304 (1,304) 50
--------- -------------- ---------- --------
Share Capital Retained Total
Capital Contribution Earnings
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 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 Sheet
As at 30 September 2015
30 Sep 30 Sep
2015 2014
Note GBP'000 GBP'000
Non-current assets
Amounts due from parent company 6 32,521 30,672
--------- ---------
Total non-current assets 32,521 30,672
--------- ---------
Total assets 32,521 30,672
--------- ---------
Non-current liabilities
Zero dividend preference shares 7 (32,471) (30,622)
--------- ---------
Total non-current liabilities (32,471) (30,622)
--------- ---------
Total liabilities (32,471) (30,622)
--------- ---------
Net assets 50 50
========= =========
Equity
Share capital 8 50 50
Capital contribution 3,167 1,304
Retained earnings (3,167) (1,304)
--------- ---------
Total equity 50 50
========= =========
NOTES TO THE ACCOUNTS
For the year ended 30 September 2015
The financial information set out in this announcement is abridged and does not constitute statutory accounts for the year ended 30 September 2015 but is derived from those financial statements. The financial information is not audited. The auditors have reported on the statutory accounts for the year ended 30 September 2015, their report was unqualified and did not contain statements under sections 498(2) or (3) of the Companies Act 2006, and these will be delivered to the Registrar of Companies following the Company's annual general meeting. The financial information has been prepared using the recognition and measurement principle of IFRS.
The comparative financial information for the period ended 30 September 2014 was derived from information extracted from the annual report and accounts for that period, which was prepared under IFRS and which has been filed with the UK Registrar of Companies. The auditors have reported on those accounts, their report was unqualified and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.
1. Accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below.
Basis of Preparation
The annual financial statements of the Company are prepared in accordance with the Companies Act 2006 and International Financial Reporting Standards ('IFRS') as issued by the IASB as adopted by the European Union.
The principal accounting policies of the Company are set out below. These policies have been consistently applied to all of the periods presented, unless otherwise stated.
Interpretations and Amendments to Published Standards Effective In The Accounts
For the purposes of the preparation of the accounts, the Company has applied all standards and interpretations that will be effective for the accounting periods commencing on or after 1 October 2014.
The following standards and interpretations have been adopted:
- IFRS 10, 'Consolidated financial statements' (endorsed as effective for accounting periods beginning on or after 1 January 2014);
- IFRS 11, 'Joint arrangements' (endorsed as effective for accounting periods beginning on or after 1 January 2014);
- IFRS 12, 'Disclosures of interests in other entities' (endorsed as effective for accounting periods beginning on or after 1 January 2014);
- Amendments to IFRS 10, 11 and 12 on transition guidance (endorsed as effective for accounting periods beginning on or after 1 January 2014);
- IAS 27 (revised 2011) 'Separate financial statements' (endorsed as effective for accounting periods beginning on or after 1 January 2014);
- IAS 28 (revised 2011) 'Associates and joint ventures' (endorsed as effective for accounting periods beginning on or after 1 January 2014);
- Amendments to IFRS 10,12 and IAS 27 on consolidation for investment entities ( effective for accounting periods beginning on or after 1 January 2014);
- Amendments to IAS 32 on Financial instruments assets and liability offsetting ( effective for accounting periods beginning on or after 1 January 2014);
- Amendment to IAS 36, 'Impairment of assets' on recoverable amount disclosure (effective for accounting periods beginning on or after 1 January 2014);
- Amendment to IAS 39 'Financial instruments: Recognition and measurement', on novation of derivatives and hedge accounting (effective accounting periods beginning on or after 1 January 2014);
Management has assessed the impact of the standards and interpretations on the Company and concluded they are not applicable to the Company's circumstances and do not require amendment of the Company's accounting policies.
Standards, Interpretations and Amendments to Published Standards That Are Not Yet Effective
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the Company's accounting periods beginning on or after 1 October 2015 or later periods but which the Company has not adopted early are as follows:
- Annual improvements 2012 (effective for accounting periods beginning on or after 1 July 2014 although endorsed for accounting periods on or after 1 February 2015);
- Annual improvements 2013 (effective for accounting periods beginning on or after 1 July 2014 although endorsed for accounting periods on or after 1 January 2015);
- Amendment to IFRS 11, 'Joint arrangements' on acquisition of an interest in a joint operation (effective for accounting periods beginning on or after 1 January 2016);
- Amendment to IAS 16, 'Property, plant and equipment' and IAS 38, 'Intangible assets', on depreciation and amortisation (effective for accounting periods beginning on or after 1 January 2016);
- Amendments to IAS 27, 'Separate financial statements' on the equity method (effective for accounting periods beginning on or after 1 January 2016);
- Amendments to IFRS 10, 'Consolidated financial statements' and IAS 28, 'Investments in associates and joint ventures' (effective for accounting periods beginning on or after 1 January 2016);
- Annual improvements 2014 (effective for accounting periods beginning on or after 1 January 2016);
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- Amendment to IAS 1, 'Presentation of financial statements' on the disclosure initiative (effective for accounting periods beginning on or after 1 January 2016);
- Amendment to IFRS 10, and IAS 28 on investment entities applying the consolidation exception
(effective for accounting periods beginning on or after 1 January 2016);
- IFRS 15 'Revenue from contracts with customers' (effective for accounting periods beginning on or after 1 January 2018);
- IFRS 9 'Financial instruments' (effective for accounting periods beginning on or after 1 January 2018);
Management continues to monitor the IASB's on-going work on improvements to financial reporting but does not currently believe that the amendments and interpretations listed above will have a material effect on the Company's reported income or net assets.
Revenue
Interest income is recognised in revenue on an accruals basis.
Expenses
All expenses are borne by the Company's parent company, The Conygar Investment Company PLC.
Zero Dividend Preference Shares
Zero Dividend Preference Shares are recognised as liabilities in the Statement of Financial Position in accordance with IAS 32 Financial Instruments: Presentation. After initial recognition, these liabilities are measured at amortised cost, which represents the initial proceeds of the issuance plus the accrued entitlement to the date of these financial statements.
Intercompany Receivable
Intercompany receivables are recognised as assets in the Statement of Financial Position in accordance with IAS 32 Financial Instruments: Presentation. After initial recognition they are measured at amortised cost which represents the initial loan plus the accrued interest receivable at the reporting date.
Finance Costs
Finance costs are calculated as the difference between the proceeds on the issue of Zero Dividend Preference Shares and the final liability and are charged as finance costs over the term of the life of these shares using the effective interest method.
Taxation
The charge for taxation is based on the taxable profits for the period. Taxable profit differs from profit before tax as reported in the Statement of Comprehensive Income because it excludes items of income or expenses that are never taxable or deductible. The Company's liability for tax is calculated using rates that have been enacted or substantively enacted by the balance sheet date.
Deferred taxation
Taxation deferred or accelerated can arise due to temporary differences between treatment of certain items for accounting and taxation purposes. Full provision for deferred taxation is made under the liability method, without discounting, on all temporary differences that have arisen, but not reversed, by the reporting date.
Equity
An equity instrument is a contract which evidences a residual interest in the assets after deducting all liabilities. Equity comprises the following:
-- 'Share capital' represents the nominal value of equity shares; and -- 'Retained earnings' represents retained profits.
Key estimates and assumptions
Estimates and judgements used in preparing the financial statements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed reasonable. The resulting estimates will, by definition, seldom equal the related actual results.
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.
2. Administrative expenses
Year Ended Period from
30 Sep 28 Nov 2013
2015 to 30 Sep
2014
GBP'000 GBP'000
Costs of meeting regulatory
obligations 14 14
----------- -------------
Fees paid to auditors in respect of audit services amounted to GBP10,000 (2014: GBP3,000).
3. Finance Costs
Year Ended Period from
30 Sep 28 Nov 2013
2015 to 30 Sep
2014
GBP'000 GBP'000
Interest on ZDP shares 1,716 1,193
Amortisation of issue costs 133 97
----------- -------------
1,849 1,290
----------- -------------
4. Taxation
Year Ended Period from
30 Sep 28 Nov 2013
2015 to 30 Sep
2014
GBP'000 GBP'000
Loss before taxation - 20.5% (2014:
22%) (1,863) (1,304)
Multiplied by rate of tax (382) (289)
Not deductible for tax purposes 382 289
----------- -------------
Tax charge for period - -
----------- -------------
5. Earnings per share
The calculation of earnings per share is based on a loss after tax figure for the period of GBP1,863,000 (2014: GBP1,304,000) and the weighted average number of 50,000 (2014: 50,000) ordinary shares in issue during the period. The basic and diluted earnings per share are the same.
6. Amounts due from parent company
30 Sep 2015 28 Nov 2013
to
GBP'000 30 Sep 2014
GBP'000
Balance at start of period 30,672 -
Parent loan issued / (repaid) (14) 29,368
Additions under contribution
agreements 1,863 1,304
------------ -------------
Balance at end of year 32,521 30,672
------------ -------------
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 according to 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.
7. Zero dividend preference shares
30 Sep 28 Nov 2013
2015 to
30 Sep 2014
GBP'000 GBP'000
Balance at start of period 30,622 -
Share issue - 30,000
Amortisation of share issue costs 133 -
Unamortised share issue costs - (571)
Accrued capital 1,716 1,193
-------- -------------
Balance at end of period 32,471 30,622
-------- -------------
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 9 January 2019, being the maturity date, 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 year, the Company has accrued for GBP1,716,000 (2014: GBP1,193,000) 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.
8. Share capital
The authorised share capital of the Company is fifty thousand ordinary shares issued at GBP1. On 3 January 2014, the Company issued fifty thousand ordinary shares at par value.
9. Financial instruments
The Company's financial instruments comprise fixed interest creditors, financial liabilities at amortised cost and loans and receivables.
The main risks arising from the Company's financial instruments are liquidity risk and funding risk and credit risk.
Liquidity and funding risk
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