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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Quayle Munro | LSE:QYM | London | Ordinary Share | GB0002996717 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 590.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMQYM
RNS Number : 9604Z
Quayle Munro Holdings PLC
14 March 2013
Quayle Munro Holdings PLC
Interim Report 2012
for the six months ended 31 December 2012
Company registration number
SC 72014
Highlights
-- Credible outcome in difficult market conditions.
-- Revenue GBP4.8m compared with GBP3.8m in 2011 (restated to exclude the divested Edinburgh operation), an increase of 26%.
-- Profit after tax of GBP0.5m (2011: loss GBP0.5m).
-- Advised on a number of major transactions, including the sale of Wood Mackenzie to Hellman & Friedman.
-- Good current pipeline of potential and mandated work across the business. -- Interim dividend of 11p per share has been declared (2011: 11p per share). -- Net assets of GBP31.5m (2011: GBP39.7m).
Christopher Kemball, Chairman, commented: "There has been an improvement in our pipeline of potential and mandated assignments in the second half of the financial year; however it continues to be difficult to anticipate the timing of completion of transactions. Although macro-economic conditions continue to be uncertain, we remain positive about the full year outcome. We intend to continue to invest in the development of the business within a framework of tight cost control and a strong balance sheet."
For further information:
Andrew Adams, Chief Executive, Quayle Munro: +44 (0)20 7907 4200
Sandy Fraser, N+1 Singer: +44 (0) 20 7496 3178
Jonny Franklin-Adams, N+1 Singer: +44 (0)20 7496 3000
Chairman and Chief Executive's Statement
Results
The first half of our financial year has been characterised by economic and financial uncertainty. However, the Group achieved a resilient performance overall as we continued to benefit from our leading market position in media and technology advisory services and our strong balance sheet.
The Group result was ahead of the first six months of last year. Revenues for the period were GBP4.8m compared with GBP3.8m (restated to exclude the Edinburgh operation) for the previous period, an increase of 26%.
The profit on ordinary activities after taxation for the period was GBP0.5m compared with a loss of GBP0.5m, after discontinued operations, for the previous period. The profit after taxation includes a GBP0.2m share of profit of Quayle Munro Project Finance (see below) and is stated after administrative expenses of GBP3.8m, comprising salary, overheads, accrued bonus and head office costs (2011: GBP3.0m restated), and other expenses of GBP0.5m, comprising long term incentive scheme and deferred bonus costs (2011: GBP0.5m restated).
Basic earnings per share were 12.1p (2011: loss per share of 11.2p) with fully diluted earnings per share of 12.0p (2011: loss per share of 10.3p).
In September 2012 the disposal of Quayle Munro's non-core Edinburgh-based project advisory business to its senior management team was completed. Quayle Munro Project Finance LLP ("QMPF") was established by the senior management team and Quayle Munro has retained a 30% membership interest in QMPF. In return for the Group's interest, Quayle Munro provided QMPF with GBP0.4m in cash for working capital and a loan facility. From 1 January 2013 the management of QMPF has the right to repurchase up to the whole of the Group's membership interest subject to a minimum 20% IRR being earned by the Group on all capital employed. QMPF contributes to accommodation, finance and compliance costs. As an associate, the Group's investment has been equity accounted within these financial statements. The previous period's statement of comprehensive income has been restated to exclude the discontinued operations which were divested in the second half of 2012.
Board changes
Christopher Kemball joined the Board as Non-Executive Chairman and Peter Norris and David Fitzsimons joined the Board as Non-Executive Directors following the Annual General Meeting on 14 November 2012; Peter Norris is Chairman of the Audit Committee and David Fitzsimons is Chairman of the Remuneration Committee. Ian McLean remains as Senior Independent Director. Simon Woolton, our Chief Operating Officer since 2010, joined the Board at the same time as an Executive Director to take on the additional responsibility of Group Chief Financial Officer. Glen Lewy joined the Board as a Non-Executive Director on 16 January 2013. All the new Directors have a background in developing corporate finance advisory businesses and successful track records in making principal investments.
The following Directors resigned on 14 November 2012: Brian Finlayson, Tim Guinness and Nick Lyons. Andrew Tuckey, the previous Chairman, also resigned from the Board but remains with the Group as a senior adviser. The Board would like to record their thanks and appreciation for the service they have all given to the Company.
New strategy
The Company has an excellent position in the business to business data analytics and software sector within media and technology, particularly in advising entrepreneurs and financial sponsors on the sale of their businesses. Our strategy is to build out this capability into adjacent sectors including financial technology and marketing and communications by hiring key bankers with strong franchises. We also plan to add two to three additional sectors which have the same characteristics as the media and technology sectors, namely high growth, strong entrepreneurial content, relationship driven, attractive to venture capital and significant M&A activity.
As described below, the Group has cash of around GBP15m and has no borrowings. Our new strategy is gradually to invest this cash, after prudently providing reserves for liquidity and follow-on investments, in high growth unlisted companies with strong management teams, in sectors which we cover on the advisory side and where we have an already strong relationship. A good example of this new investment strategy is our latest investment in MLex Limited ("MLex") which is described in more detail below.
Advisory business
During the period we advised on a number of completed deals, notably the sale of Wood Mackenzie, the leading content, analytics and consulting business, on behalf of Charterhouse Development Capital to Hellman & Friedman for GBP1.1 billion in July 2012. We also advised on the sale of: Mekentosj, a developer of academic reference management software, to Springer Science + Business Media; Exclusive Analysis, a provider of political risk intelligence, to IHS Inc.; and Energy Publishing, a leading provider of market news, insight, data and events covering the global thermal and coking coal markets to IHS Inc.
Although the level of M&A activity worldwide continues to be very low, we are focussed on the provision of high quality advice to our clients and our pipeline of mandated assignments is strong.
Investments
Morris Homes Limited
Morris Homes Limited, in which we have a 22.96% shareholding, has traded satisfactorily in the nine month period to 31 December 2012 with turnover of GBP89.9m (2011: GBP101m) and operating profits of GBP11.9m (2011: GBP14m). Reservations and visitors to the open sites have been encouraging during the early weeks of the year. As a result of the valuation assessment performed at the period end we have increased the value of our holding by GBP0.4m.
Other investments
At the year end we reported on two new investments in Duvet & Pillow Warehouse Limited and MLex. Both companies are reporting positive progress. Of our other smaller investments, AMG Systems Limited ("AMG") delivered a less buoyant set of results for 2012 than 2011 and we have decreased the valuation of our shareholding by GBP0.2m. Moneybarn performed satisfactorily during 2012, although trading remains challenging. As a result of the valuation assessment, an impairment charge of GBP0.06m was taken on Nevis Range Development Company plc ("Nevis Range") which is now fully impaired along with Vascular Flow Technologies Limited ("Vascular"). Nevis Range remains broadly cash neutral and Vascular continues to encounter difficult trading conditions.
There has been no change in the fair value of the investments held other than Morris, AMG and Nevis Range.
With an already strong position in Europe and the USA, MLex is raising additional equity to expand its service into Brazil and China. Since 31 December 2012, we have committed to invest a further EUR1.3 million in the business bringing our shareholding to 13.4% of the enlarged equity. MLex was founded five years ago and provides subscription based intelligence, commentary and analysis on the regulatory environment for legal, finance and investment professionals.
Net assets and liquidity
The Group continues to hold significant cash resources. These are held on short term deposits with three major UK retail banks. The Group strategy is to hold cash for working capital and regulatory capital purposes with the remaining cash being held for investment purposes.
The Group balance sheet as at 31 December 2012 shows net assets of GBP31.5m which is equivalent to 690p per share and this compares with GBP31.7m and 696p per share as at 30 June 2012 and GBP39.7m and 870p per share as at 31 December 2011.
After payment of the proposed dividends set out below the Group will have cash resources of approximately GBP14.5m.
Dividend
The Directors propose an interim dividend of 11p per share (2011: 11p per share) to be paid on 10 April 2013 to shareholders on the register at the close of business on 22 March 2013.
Risks and uncertainties
The Board considers that the principal risks and uncertainties facing the Group are consistent with those disclosed in the Annual Report and Accounts 2012 where a list of the risks and uncertainties can be found on page 13.
Remuneration policy
The new Board believes that the existing remuneration schemes are overly complicated and inadequate both to incentivise existing top performers and to attract top quality talent. The Remuneration Committee is accordingly working with advisers to produce a new and simpler scheme which will concentrate on a fair and transparent apportionment of profits between staff bonuses and shareholder dividends and enable senior executives to participate in the future growth of the business by buying equity.
Full details of the new scheme will be sent to shareholders in due course and the appropriate approvals sought.
Prospects
There has been an improvement in our pipeline of potential and mandated assignments in the second half of the financial year; however it continues to be difficult to anticipate the timing of completion of transactions. Although macro-economic conditions continue to be uncertain, we remain positive about the full year outcome. We intend to continue to invest in the development of the business within a framework of tight cost control and a strong balance sheet.
Christopher Kemball Andrew Adams
13 March 2013
Group statement of comprehensive income
For the six months ended 31 December 2012
Restated Six months Six months Year 31 December 31 December 30 June 2012 2011 2012 Unaudited Unaudited Audited Notes GBP'000 GBP'000 GBP'000 ------------------------------------------- ------ ------------- ------------- --------- Continuing operations Revenue 4,778 3,775 5,339 ------------------------------------------- ------ ------------- ------------- --------- Administrative expenses (3,859) (3, 029) (5,433) Impairment of investments held as available-for-sale (58) - - Impairment of goodwill - - (5,815) Gain on sale of available-for-sale investments - - 15 Exceptional expenses 8 - - (198) Other operating expenses (543) (557) (936) ------------------------------------------- ------ ------------- ------------- --------- (4,460) (3,586) (12,367) ------------------------------------------- ------ ------------- ------------- --------- Group operating profit/(loss) 318 189 (7,028) ------------------------------------------- ------ ------------- ------------- --------- Finance income 278 254 524 Other finance (costs)/income - pensions (59) (74) 47 ------------------------------------------- ------ ------------- ------------- --------- 219 180 571 Share of profit of associate accounted for using the equity method 190 - - Profit/(Loss) on ordinary activities from continuing operations 727 369 (6,457) ------------------------------------------- ------ ------------- ------------- --------- Discontinued operations Loss for the period from discontinued operations - (759) (1,614) ------------------------------------------- ------ ------------- ------------- --------- Profit/(Loss) on ordinary activities before tax 727 (390) (8,071) Tax (expense)/credit (233) (74) 544 ------------------------------------------- ------ ------------- ------------- --------- Profit/(Loss) on ordinary activities after tax 494 (464) (7,527) ------------------------------------------- ------ ------------- ------------- --------- Profit/(Loss) attributable to equity holders of the Company 494 (464) (7,527) Other comprehensive income/(expense) Gain on valuation of available-for-sale financial assets 125 300 190 Actuarial loss on defined benefit pension scheme (23) (631) (846) Total comprehensive income/(expense) for the period attributable to equity holders of the Company 596 (795) (8,183) ------------------------------------------- ------ ------------- ------------- --------- Earnings per share ------------------------------------------- ------ ------------- ------------- --------- Basic earnings/(losses) per share 10 12.1p (11.2)p (183.4)p ------------------------------------------- ------ ------------- ------------- --------- Diluted earnings/(losses) per share 10 12.0p (10.3)p (169.3)p ------------------------------------------- ------ ------------- ------------- ---------
Group statement of financial position
As at 31 December 2012
31 December 31 December 30 June 2012 2011 2012 Unaudited Unaudited Audited Notes GBP'000 GBP'000 GBP'000 ------------------------------------------ ------ ------------ ------------ --------- Non-current assets Property, plant and equipment 338 686 388 Intangible assets 5 5,815 11,630 5,815 Financial assets 6 11,018 10,370 10,925 Investments in associate accounted for using the equity method 7 565 - - Defined benefit pension scheme surplus 95 156 109 Deferred tax asset 110 - 110 17,941 22,842 17,347 ------------------------------------------ ------ ------------ ------------ --------- Current assets Trade and other receivables 1,347 3,186 1,642 Current tax asset 669 62 690 Cash and short-term deposits 14,998 16,171 14,932 ------------------------------------------ ------ ------------ ------------ --------- 17,014 19,419 17,264 ------------------------------------------ ------ ------------ ------------ --------- Total assets 34,955 42,261 34,611 ------------------------------------------ ------ ------------ ------------ --------- Current liabilities Trade and other payables 2,192 1,585 1,311 Current tax liabilities 233 72 - Provisions 64 - 654 2,489 1,657 1,965 ------------------------------------------ ------ ------------ ------------ --------- Non-current liabilities Long-term payables 681 859 583 Deferred tax liabilities - 50 - Long-term provisions 298 - 302 ------------------------------------------ ------ ------------ ------------ --------- 979 909 885 ------------------------------------------ ------ ------------ ------------ --------- Total liabilities 3,468 2,566 2,850 ------------------------------------------ ------ ------------ ------------ --------- Net assets 31,487 39,695 31,761 ------------------------------------------ ------ ------------ ------------ --------- Capital and reserves Equity share capital 11,145 11,145 11,145 Revaluation reserve 9,631 9,603 9,493 Other reserves 2,969 2,963 2,895 Retained earnings 7,742 15,984 8,228 Total equity 31,487 39,695 31,761 ------------------------------------------ ------ ------------ ------------ ---------
These interim financial statements were approved by the Board of Directors on 13 March 2013 and signed on their behalf by:
Christopher Kemball
Chairman
Group statement of changes in equity
For the six months ended 31 December 2012
Share Total Equity Capital option Own Total equity share Revaluation redemption Merger expense shares other Retained and capital reserve reserve reserve reserve reserve reserves earnings reserves GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- ------------- Balance at 30 June 2011 (audited) 11,145 9,303 155 1,229 4,452 (2,883) 2,953 18,037 41,438 Comprehensive income Loss for the period - - - - - - - (464) (464) Gain on revaluation of investments - 300 - - - - - - 300 Actuarial loss on defined benefit pension scheme - - - - - - - (631) (631) ----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- ------------- Total comprehensive income - 300 - - - - - (1,095) (795) Transactions with owners Share-based payments - - - - 342 - 342 - 342 Transfer between reserves - - - - (312) - (312) - (312) Movement of shares in Employee Benefit Trust - - - - - (20) (20) - (20) Equity dividends paid - - - - - - - (958) (958) ----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- ------------- Balance at 31 December 2011 11,145 9,603 155 1,229 4,482 (2,903) 2,963 15,984 39,695 (unaudited) Comprehensive income Loss for the period - - - - - - - (7,063) (7,063) Loss on revaluation of investments - (110) - - - - - - (110) Actuarial loss on defined benefit pension scheme - - - - - - - (215) (215) ----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- ------------- Total comprehensive income - (110) - - - - - (7,278) (7,388) Transactions with owners Share-based payments - - - - 332 - 332 - 332 Movement of shares in Employee Benefit Trust - - - - - (400) (400) - (400) Equity dividends paid - - - - - - - (478) (478) ----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- ------------- Balance at 30 June 2012 (audited) 11,145 9,493 155 1,229 4,814 (3,303) 2,895 8,228 31,761 Comprehensive income Profit for the period - - - - - - - 494 494 Gain on revaluation of investments - 125 - - - - - - 125 Actuarial loss on defined benefit pension scheme - - - - - - - (23) (23) ----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- ------------- Total comprehensive income - 125 - - - - - 471 596 Reclassification of previous impairment - 13 - - - - - - 13 Transactions with owners Share-based payments - - - - 161 - 161 - 161 Transfer between reserves - - - - (428) 428 - - - Movement of shares in Employee Benefit Trust - - - - - (87) (87) - (87) Equity dividends paid - - - - - - - (957) (957) ----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- ------------- Balance at 31 December 2012 (unaudited) 11,145 9,631 155 1,229 4,547 (2,962) 2,969 7,742 31,487 ----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- -------------
Group statement of cash flows
For the six months ended 31 December 2012
Six months Six months 31 December 31 December Year 2012 2011 30 June 2012 Unaudited Unaudited Audited GBP'000 GBP'000 GBP'000 -------------------------------------------- ------------ ------------ ------------- Operating activities Profit/(Loss) before tax 727 (390) (8,071) Adjustments to reconcile profit/(loss) before tax to net cash flow from operating activities Finance income (278) (254) (524) Depreciation 58 76 161 Share of profit of associate (190) - - Share-based payments 161 388 572 Loss on disposal of plant and equipment - 10 10 Gains on disposals of financial assets - - (15) Impairment of financial assets 58 - - Impairment of goodwill - - 5,815 Movement in pensions 42 (2) (51) Decrease in assets 295 2,385 3,929 Increase/(Decrease) in liabilities 385 (2,270) (1,547) -------------------------------------------- ------------ ------------ ------------- Cash generated from/(used in) operations 1,258 (57) 279 Income taxes received/(paid) 21 (461) (691) -------------------------------------------- ------------ ------------ ------------- Net cash flow generated from/(used in) operating activities 1,279 (518) (412) -------------------------------------------- ------------ ------------ ------------- Investing activities Finance income received 142 204 392 Proceeds from sales of available-for-sale financial assets - - 16 Proceeds from sales of plant and equipment - 2 2 Payments to acquire plant and equipment (8) (33) (38) Payments to acquire available-for-sale financial assets (13) - (666) Payments to acquire associates (375) - - -------------------------------------------- ------------ ------------ ------------- Net cash flow (used in)/generated from investing activities (254) 173 (294) -------------------------------------------- ------------ ------------ ------------- Financing activities Dividends paid to equity shareholders of the parent (957) (958) (1,436) Own shares purchased (2) (20) (420) -------------------------------------------- ------------ ------------ ------------- Net cash flow used in financing activities (959) (978) (1,856) -------------------------------------------- ------------ ------------ ------------- Increase/(Decrease) in cash and cash equivalents 66 (1,323) (2,562) Cash and cash equivalents at the beginning of the period 14,932 17,494 17,494 -------------------------------------------- ------------ ------------ ------------- Cash and cash equivalents at the end of the period 14,998 16,171 14,932 -------------------------------------------- ------------ ------------ -------------
Notes
1. Basis of preparation
Quayle Munro Holdings PLC ("the Company") is registered in Scotland. This interim report contains the condensed financial information of the Company and its subsidiaries (together "the Group") for the six month period ended 31 December 2012.
The annual consolidated financial statements are prepared in accordance with all relevant International Financial Reporting Standards ("IFRSs") adopted for use in the European Union. The interim condensed financial information complies with the requirements of IAS 34 "Interim Financial Reporting".
The comparative period ended 31 December 2011 has been restated to exclude the discontinued Edinburgh operation.
The Group has adopted the following new and amended IFRSs as of 1 July 2012.
New and amended standards and interpretations
International Accounting Standards (IAS / IFRSs) Effective date IAS 1 Amendment 'Financial statement presentation' 1 July 2012 regarding other comprehensive income
The adoption of these standards has had no material impact on the interim financial information.
IASB and IFRIC have issued the following standards and interpretations with an effective date after the date on these financial statements:
International Accounting Standards (IAS / IFRSs) Effective date IFRS 7 Amendment 'Financial instruments: Disclosures' 1 January on offsetting financial assets and financial 2013 liabilities IFRS 13 'Fair value measurement' 1 January 2013 IAS 12 Amendment 'Income taxes' on deferred tax 1 January 2013 IAS 19 Amendment 'Employee benefits' 1 January 2013 IFRS 10 'Consolidated financial statements' 1 January 2014 IFRS 11 'Joint arrangements' 1 January 2014 IFRS 12 'Disclosures of interests in other entities' 1 January 2014 IAS 27 (revised 'Separate financial statements' 1 January 2011) 2014 IAS 32 Amendment 'Financial instruments: Presentation' 1 January on offsetting financial assets and financial 2014 liabilities IFRS 9 'Financial instruments' on 'classification 1 January and measurement' of financial assets 2015
The Directors consider that seasonality does not affect the business' results or operations.
The Group has considerable financial resources and no external debt and the Directors therefore consider it appropriate to continue to use the going concern basis of preparation.
2. Accounting policies
The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 30 June 2012.
Available-for-sale financial assets
If an available-for-sale asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its fair value is transferred from equity to the statement of comprehensive income. Reversals in respect of equity instruments classified as available-for-sale are not recognised in the statement of comprehensive income.
3. Segment information
Management has determined the operating segments based on the reports reviewed by the executive management team and the Board (the Chief Operating Decision Maker) that are used to make strategic decisions. The Group is managed primarily by class of business and presents the segmental analysis on that basis. The Group's activities are organised in two primary divisions: Advisory Business, and Other (Head Office).
The following tables present revenue, expenditure and certain asset information regarding the Group's business segments for the six month period ended 31 December 2012 and the six month period ended 31 December 2011.
Advisory Business Other Total Period ended 31 December 2012 GBP'000 GBP'000 GBP'000 ----------------------------------------------------- --------- -------- -------- Continuing operations Revenue 4,735 43 4,778 Overheads (4,084) (318) (4,402) --------- -------- -------- Operating profit/(loss) 651 (275) 376 Impairment of investments held as available-for-sale - (58) (58) Share of profit of associate - 190 190 Finance income - 278 278 Finance costs - (59) (59) --------- -------- -------- Group profit before tax 651 76 727 Total assets 2,935 32,020 34,955 Total liabilities (3,250) (218) (3,468) ----------------------------------------------------- --------- -------- -------- Total assets includes: Additions to non-current assets 8 388 396 Period ended 31 December 2011 ----------------------------------------------------- --------- -------- -------- Continuing operations Revenue 3,775 - 3,775 Overheads (3,344) (242) (3,586) --------- -------- -------- Operating profit/(loss) 431 (242) 189 Finance income - 254 254 Finance costs - (74) (74) Discontinued operations Loss for the period from discontinued operations (759) - (759) --------- -------- -------- Group loss before tax (328) (62) (390) Total assets 4,028 38,233 42,261 Total liabilities (2,461) (105) (2,566) ----------------------------------------------------- --------- -------- -------- Total assets includes: Additions to non-current assets 33 - 33
All revenues are external.
4. Principal financial risks
Interest rate risk
The Group's cash balances are held in accounts that bear interest directly related to the bank base rate. As the Group does not hold any external debt, the downside interest rate risk is considered minimal.
Credit risk
There are no significant concentrations of credit risk within the Group. The Group has established procedures to minimise the risk of default by trade receivables including detailed client adoption checks. Historically, these procedures have proved effective in minimising the level of impaired and past due receivables.
Liquidity risk
Liquidity risk reflects the risk that the Group will have insufficient resources to meet its financial obligations as they fall due. The Group's strategy to managing liquidity risk is to ensure that the Group has sufficient liquid funds to meet all its potential liabilities as they fall due, including anticipated shareholder distributions. Risk is mitigated by maintaining significant cash balances. The Group did not carry any borrowings at 31 December 2012.
Equity price risk
The Group holds a portfolio of unlisted investments. These are subject to a valuation assessment at each reporting period and accordingly the value attributed to each investment may fluctuate. The investment portfolio is reviewed on a regular basis by the Board and each investment is monitored by Management, including attendance at investee Board meetings where appropriate.
5. Intangible assets
Intangible assets relate to goodwill arising on the acquisition of New Boathouse Capital Limited in 2007 and The van Tulleken Company Limited in 2008. At 30 June 2012 an impairment charge of GBP5.8m was taken to the statement of comprehensive income. Goodwill is assessed bi-annually for impairment.
6. Financial assets
Available-for-sale financial assets consist of investments in ordinary shares and loan stock which have no fixed maturity date.
7. Investments in associates
On 19 September 2012 Quayle Munro Holdings PLC disposed of its Edinburgh-based advisory business to the latter's senior management team. Quayle Munro retained a 30% membership interest in the newly formed Quayle Munro Project Finance LLP ("QMPF"). In return for the Group's interest, Quayle Munro provided QMPF with GBP0.4m in cash for working capital. From 1 January 2013 the management of QMPF has the right to repurchase up to 100% of the Group's membership interest subject to a minimum 20% IRR being earned by the Group on all capital employed.
8. Exceptional expenses
Exceptional expenses incurred during the prior year totalled GBP0.2m. These related to redundancy costs.
9. Dividends paid and proposed
The interim dividend of 11p per share (2011: 11p per share) will be paid on 10 April 2013 to members on the register at 22 March 2013 and will absorb GBP0.5m of shareholders' funds.
The final dividend in relation to the year ended 30 June 2012 of 22p per share was paid in the period. This absorbed GBP1m of shareholders' funds.
10. Key performance indicators
Earnings per share
The calculation of basic earnings per share for the six months to 31 December 2012 is based on profits after tax of GBP0.5m (2011 - losses GBP0.5m) and on 4.2m ordinary shares, being the weighted average number of shares in issue during the period (2011 - 4.1m).
The calculation of fully diluted earnings per share is based on the weighted average of 4.1m ordinary shares (2011 - 4.5m) and the average share price during the period.
Net assets per share
The net assets per share are based on 4.6m ordinary shares in issue as at 31 December 2012 (30 June 2012 - 4.6m,
31 December 2011 - 4.6m).
11. Related party transactions
There have been no changes to the nature and substance of related party transactions as disclosed in note 31 of the June 2012 Group accounts, other than in relation to the provision of management services to the new associate investment, QMPF.
12. Financial information
The financial information contained in this interim statement does not constitute statutory accounts as defined in section 434 of The Companies Act 2006.
The results for the six months ended 31 December 2012 and 31 December 2011 are unaudited; however a review opinion made under ISRE 2410 has been issued by PricewaterhouseCoopers LLP. Our auditors, PricewaterhouseCoopers LLP, have audited the annual financial statements for the year ended 30 June 2012 and their report was unqualified and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. The Group's consolidated statutory accounts for the year ended 30 June 2012 have been filed with the Registrar of Companies.
13. Shareholder information
This report will be circulated to all shareholders, and copies will be available from the Company Secretary at 102 West Port, Edinburgh EH3 9DN and from the Company's website www.quaylemunro.com.
Independent review report
To the members of Quayle Munro Holdings 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 December 2012, which comprises the Group statement of comprehensive income, the Group statement of financial position, the Group statement of changes in equity, the Group statement of cash flows and 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.
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 for Companies which require that the financial information must be presented and prepared in a form consistent with that which will be adopted in the company's annual financial statements.
As disclosed in note 1, 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. This report, including the conclusion, has been prepared for and only for the company for the purpose of the AIM Rules for Companies and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
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 December 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the AIM Rules for Companies.
PricewaterhouseCoopers LLP
Chartered Accountants
Edinburgh
13 March 2013
Notes:
(a) The maintenance and integrity of the Quayle Munro Holdings PLC 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 financial statements since they were initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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