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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Speymill | LSE:SYG | London | Ordinary Share | IM00B1ZBDN89 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.325 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMSYG
RNS Number : 3748N
Speymill PLC
28 September 2012
7.00am on 28 September 2012
Speymill plc
("Speymill" or the "Company")
Unaudited Interim Accounts for the six months ended 30 June 2012
The Company is pleased to announce its unaudited interim accounts for the six months ended 30 June 2012 (the "Accounts"). The Accounts will shortly be available at the Company's website, www.speymill.com.
Contacts:-
Speymill plc Denham Eke, Chief Executive Officer Tel: +44 (0) 1624 639396 Nominated Advisor and Broker Tel: +44 (0)20 7628 3396 Beaumont Cornish Limited Roland Cornish and James Biddle
Extracts of the Accounts are set out below:
Chairman's statement
Dear Shareholders,
I am pleased to take this opportunity to provide you with an update on the Group's activities for the first six months of 2012.
Results
Turnover for continuing operations reduced slightly by 3.9% to GBP12.9 million (2011: GBP13.4 million), GBP12.1 million of this is attributable to Speymill Contracts Limited. The remainder being derived from the Group's property investment activities.
During the six months ended 30 June 2012, the Group made a loss before tax on operations of GBP2.19 million (2011: a loss of GBP0.06 million). The results include a loss before tax of GBP0.23 million in respect of the Group's German property investment activities (2011: a profit of GBP0.12 million). Within these results there is an accounting loss of GBP34,000 in respect of the interest rate swaps for the bank financing of these properties, compared to an accounting profit for the comparative period of GBP294,000.
The results also include a loss before tax of GBP1.76 million (2011: loss of GBP0.13 million) for Speymill Contracts Limited ("Speymill Contracts").
Financial position
As at 30 June 2012, the Group had net assets of GBP0.63 million (2011: GBP3.65 million).
As I reported in our annual statement for 2011 and as announced again on 16 April 2012 I, together with Burnbrae Limited, agreed to provide a revised shareholder loan facility. The new facility shall continue to be revolving, with a limit of GBP5 million and an expiry date of 30 June 2013, with an interest rate of 8% and all other terms remaining as per the previous facility. As at 30 June 2012, a total of GBP3.02 million (2011: GBP3.39 million) of the shareholder loan facility had been drawn down by the Group.
As a result of the reported losses at Speymill Contracts Limited, which has resulted in further amounts being drawn down under the shareholder loan facility, the Board of Directors has recognised the need to ensure that there is adequate working capital available. Accordingly, I, together with Burnbrae Limited, have agreed to increase the limit of the shareholder loan facility to GBP7.0 million with the conversion price amended to 1.125 pence to reflect the current market price.
German Property investment
The Group's German property investment activities returned a loss before tax of GBP0.23 million for the six months ended 30 June 2012. The Group continues to work to optimise the efficiency and profitability of these assets.
The results from these operations are affected by the movements in the valuation of the interest rate swaps linked to the bank financing for the properties. The results for the six months to 30 June 2012 include an accounting loss of GBP34,000 arising from the valuation of the swaps against the continuing exceptionally low interest rates. For the comparative period, an accounting profit of GBP294,000 was seen on the value of these swaps. Excluding the net movement in the swap valuations, the performance on the investment properties increased with the result after all interest costs reducing from a loss of GBP410,000 to a loss of GBP200,000. It should be noted that this result includes interest paid on funding provided within the Group. We are not making any adjustment to the carrying value of these investment properties at present.
Speymill Contracts
At the time of reporting on the results for the 2011 financial year, I commented that Speymill Contracts was operating in a challenging economic environment and we have seen the effects of this environment impact on Speymill Contracts and their trading performance.
For the first six months of 2012, Speymill Contracts has generated turnover of GBP12.1 million, broadly in line with the GBP12.7 million of turnover for the comparative period to 30 June 2011. However, growing concerns over the likely results of several projects has led to a more conservative view being taken on the profit for this entity. Accordingly, Speymill Contracts has reported a loss before tax for the six months to June 2012 of GBP1.76 million (2010: a loss of GBP0.13 million).
We believe that the economic environment will continue to be challenging for the foreseeable future and as such believe that it is now likely that the turnover achieved by Speymill Contracts for the current year will be below that achieved in 2011. We also believe that this environment will continue to have an adverse effect on the profitability of the projects undertaken.
Speymill Deutsche Immobilien Company plc
As part of the acquisition of GOAL service GmbH and the termination of the Investment Management Agreement, SDIC issued convertible loan notes ("Loan Notes") to Speymill in the aggregate amount of EUR2.088 million. As announced on 24 May 2012, a final settlement has been reached in relation to these Loan Notes whereby the Group agreed to accept EUR1.86 million, received on 23 May 2012, in settlement of the outstanding principal and interest.
Restructuring
I have stated in previous annual and interim reports that steps had been taken to downsize the operating costs at the Group's head office in the Isle of Man and to restructure the Group. We continue to work to reduce costs wherever possible and to make the operation of the Group as efficient and cost effective as possible.
Outlook
I and your board continue to consider a number of positive strategic options to create the maximum value for shareholders and we will provide further information as and when appropriate.
Jim Mellon
Chairman
27 September 2012
Condensed consolidated interim income statement
For the six months ended 30 June 2012
Hot Features
Premium
6 months 12 months
6 months to to to
30 June 30 June 31 Dec
2012 2011 2011
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
--------------------------------------- ------ ------------ ------------ ----------
Continuing operations
Turnover 2 12,866 13,385 32,027
Cost of sales (13,083) (12,016) (29,042)
--------------------------------------- ------ ------------ ------------ ----------
Gross (loss) / profit (217) 1,369 2,985
------
General administrative expenses (1,263) (1,430) (2,586)
Share-based payments 4 6 (5) (7)
--------------------------------------- ------ ------------ ------------ ----------
Total operating costs (1,257) (1,435) (2,593)
--------------------------------------- ------ ------------ ------------ ----------
(Loss) / profit from operations (1,474) (66) 392
Net finance costs 5 (546) (246) (1,317)
------------ ------------ ----------
Loss before taxation (2,020) (312) (925)
Taxation 6 - - -
--------------------------------------- ------ ------------ ------------ ----------
Loss after taxation from continuing
operations (2,020) (312) (925)
(Loss) / profit for the period
/ year from discontinued operations 3 (165) 243 852
--------------------------------------- ------ ------------ ------------ ----------
Loss for the period / year (2,185) (69) (73)
--------------------------------------- ------ ------------ ------------ ----------
Attributable to:
Owners of the Company (2,174) (75) (34)
Non-controlling interest (11) 6 (39)
--------------------------------------- ------ ------------ ------------ ----------
(2,185) (69) (73)
--------------------------------------- ------ ------------ ------------ ----------
Basic loss per share (pence)
From continuing operations 7 (3.44) (0.54) (1.52)
Diluted loss per share (pence)
From continuing operations 7 (3.44) (0.54) (1.52)
Condensed consolidated interim statement of comprehensive income
For the six months ended 30 June 2012
6 months 12 months
6 months to to to
30 June 30 June 31 Dec
2012 2011 2011
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
------------------------------------- ------------ ------------ ----------
Loss for the period / year (2,185) (69) (73)
------------------------------------- ------------ ------------ ----------
Other comprehensive income:
Revaluation of available-for-sale
financial assets - 56 (54)
Currency translation differences on
foreign operations (262) 274 (304)
Total comprehensive (loss) / profit
for the period / year (2,447) 261 (431)
------------------------------------- ------------ ------------ ----------
The notes are an integral part of these condensed consolidated interim financial statements.
Condensed consolidated interim statement of financial position
As at 30 June 2012
As at As at As at
30 June
30 June 2012 2011 31 Dec 2011
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
---------------------------------- ------- ------------- ------------ ------------
Non-current assets
Property, plant and equipment 41 84 51
Investment property 8 21,272 23,747 22,131
Available-for-sale financial
assets 1 1,260 1,375
Total non-current assets 21,314 25,091 23,557
---------------------------------- ------- ------------- ------------ ------------
Current assets
Due from customers for contract
work 1,305 2,456 1,349
Trade and other receivables 2,281 2,347 3,683
Cash and cash equivalents 513 1,049 1,066
Total current assets 4,099 5,852 6,098
Total assets 25,413 30,943 29,655
---------------------------------- ------- ------------- ------------ ------------
Equity
Capital and reserves
Ordinary share capital 584 584 584
Share premium 34 34 34
Share-based payments reserve 140 1,110 146
Other income reserve (567) (232) (920)
Retained earnings 755 2,418 3,494
---------------------------------- ------- ------------- ------------ ------------
Equity attributable to owners
of the Company 946 3,914 3,338
Non-controlling interest (319) (263) (308)
Total equity 627 3,651 3,030
---------------------------------- ------- ------------- ------------ ------------
Non-current liabilities
Interest bearing loans 10 13,767 15,508 14,417
Derivative financial instruments 1,040 581 1,046
Shareholders' loan 12 3,018 3,386 2,754
---------------------------------- ------- ------------- ------------ ------------
Total non-current liabilities 17,825 19,475 18,217
---------------------------------- ------- ------------- ------------ ------------
Current liabilities
Bank overdraft 465 - -
Trade and other payables 3,959 3,620 4,622
Due to suppliers for contract
work 2,357 3,640 3,612
Interest bearing loans 10 180 176 182
Obligations under finance
leases - 1 -
Current tax liabilities - 380 (8)
Total current liabilities 6,961 7,817 8,408
Total liabilities 24,786 27,292 26,625
---------------------------------- ------- ------------- ------------ ------------
Total equity and liabilities 25,413 30,943 29,655
---------------------------------- ------- ------------- ------------ ------------
The notes are an integral part of these condensed consolidated interim financial statements.
Condensed consolidated interim statement of changes in equity
For the six months ended 30 June 2012
Attributable
Ordinary Share-based Other Retained to owners
share Share payment income earnings/ of Non-controlling Total
capital premium reserve reserves (loss) the parent interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------- --------- -------- ------------ --------- ---------- ------------- ---------------- --------
Balance at 31
December
2010 (audited) 584 34 1,105 (562) 2,493 3,654 (269) 3,385
(Loss) / profit for
the period - - - - (75) (75) 6 (69)
Other
comprehensive
income for the
period:
Revaluation of
available-for-sale
financial assets - - - 56 - 56 - 56
Currency
translation
differences on
foreign
operations - - - 274 - 274 - 274
Transactions with
owners,
recorded directly
in
equity:
Share-based
payments:
- share options
charge - - 2 - - 2 - 2
- deferred share
plan - - 3 - - 3 - 3
Balance at 30 June
2011 (unaudited) 584 34 1,110 (232) 2,418 3,914 (263) 3,651
-------------------- --------- -------- ------------ --------- ---------- ------------- ---------------- --------
Profit / (loss) for
the period - - - - 41 41 (45) (4)
Other
comprehensive
income for the
period:
Revaluation of
available-for-sale
financial assets - - - (110) - (110) - (110)
Currency
translation
differences on
foreign
operations - - - (578) 69 (509) - (509)
Transactions with
owners,
recorded directly
in
equity:
Share-based
payments:
- share options
charge - - 2 - - 2 - 2
Lapsed/forfeited
share
options - - (966) - 966 - - -
Balance at 31
December
2011 (audited) 584 34 146 (920) 3,494 3,338 (308) 3,030
-------------------- --------- -------- ------------ --------- ---------- ------------- ---------------- --------
(Loss) for the
period - - - - (2,174) (2,174) (11) (2,185)
Other
comprehensive
income for the
period:
Revaluation of
available-for-sale
financial assets - - - 682 (632) 50 - 50
Currency
translation
differences on
foreign
operations - - - (284) 22 (262) - (262)
Transactions with
owners,
recorded directly
in
equity:
Share based
payments:
- share options
charge - - 2 - - 2 - 2
Lapsed / forfeited
share options - - (8) (45) 45 (8) - (8)
Balance at 30 June
2012 (unaudited) 584 34 140 (567) 755 946 (319) 627
-------------------- --------- -------- ------------ --------- ---------- ------------- ---------------- --------
The notes are an integral part of these condensed consolidated interim financial statements.
Condensed consolidated statement of cash flows
For the six months ended 30 June 2012
6 months 6 months 12 months
to to to
30 June 30 June 31 Dec
2012 2011 2011
Notes (unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
-------------------------------------------- ------ ------------ ----------------------- ----------
Cash flows from operating activities
Net cash (outflow) / inflow from
operations (1,948) 1,080 2,021
Taxation paid 8 - (14)
-------------------------------------------- ------ ------------ ----------------------- ----------
Net cash (outflow) / inflow from
operating activities (1,940) 1,080 2,007
-------------------------------------------- ------ ------------ ----------------------- ----------
Cash flows from investing activities
Settlements in relation to financial
instruments 33 83 191
Disposal of investments 1,293 - -
Subsequent expenditure on investment
properties - (20) -
Net purchase and disposal of property,
plant and equipment (8) (9) (26)
-------------------------------------------- ------ ------------ ----------------------- ----------
Net cash inflow/(outflow) from investing
activities 1,318 54 165
-------------------------------------------- ------ ------------ ----------------------- ----------
Cash flows from financing activities
Shareholders' loan draw-downs 12 1,095 475 475
Shareholders loans repayments 12 (960) (480) (1,241)
Facility fees paid - (11) -
Finance lease principal repayments - - (2)
Repayment of interest bearing loans 10 (87) (131) (176)
Interest paid (384) (510) (816)
Net cash outflow from financing activities (336) (657) (1,760)
-------------------------------------------- ------ ------------ ----------------------- ----------
Net (decrease) / increase in cash
and cash equivalents (958) 477 412
-------------------------------------------- ------ ------------ ----------------------- ----------
Translation effect of exchange rate
fluctuation on cash held (60) 10 92
Cash and cash equivalents at beginning
of period/year 1,066 562 562
-------------------------------------------- ------ ------------ ----------------------- ----------
Net cash and cash equivalents at
end of period/year 48 1,049 1,066
-------------------------------------------- ------ ------------ ----------------------- ----------
Cash and cash equivalents comprise
Bank balances 513 1,049 1,066
Bank overdraft used for cash management
purposes (465) - -
-------------------------------------------- ------ ------------ ----------------------- ----------
Cash and cash equivalents in the
statement of cash flows 48 1,049 1,066
-------------------------------------------- ------ ------------ ----------------------- ----------
Reconciliation of profit from operations
and discontinued activities to net
cash inflow from operations
(Loss) / profit from operations including
discontinued activities (1,629) 186 867
Adjusted for:
Depreciation of tangible assets 18 74 126
Share-based payments charge (6) 5 7
Revaluation of available-for-sale
financial assets 98 - (334)
Transfer to investment/foreign exchange
reserve - - (376)
Interest rate swap valuation movement 34 - 215
Decrease / (increase) in receivables 1,436 (857) (1,028)
(Decrease) / increase in payables (1,899) 1,672 2,544
-------------------------------------------- ------ ------------ ----------------------- ----------
Net cash (outflow) / inflow from
operations (1,948) 1,080 2,021
-------------------------------------------- ------ ------------ ----------------------- ----------
The notes are an integral part of these condensed consolidated interim financial statements.
Notes to the condensed consolidated interim financial statements
For the six months ended 30 June 2012
1 Reporting entity
Speymill plc is a public limited company incorporated and domiciled in the Isle of Man (referred to as the Company). The address of the Company's registered office is 1st Floor, Regent House, 16-18 Ridgeway Street, Douglas, Isle of Man, IM1 1EN.
The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2012 comprises the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities"). The Group is primarily involved in real estate investment and construction operations.
1.1 Basis of preparation
(a) Statement of compliance
The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting". They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2011.
The accounting policies applied in the preparation of this interim report are the same as those applied in the annual report to 31 December 2011 except that the Company has adopted International Financial Reporting Standard 9 Financial Instruments (IFRS 9). IFRS 9 is not mandatory until accounting periods beginning on or after 1 January 2015 but early adoption is permitted.
Going concern
As highlighted in the Chairman's statement, the unaudited consolidated balance sheet at 30 June 2012 shows a net asset position of GBP0.6m (31 December 2011: net assets of GBP3m). The reduced net asset position is a consequence of the losses incurred by Speymill Contracts Limited (Speymill Contracts). As a result of these losses, the Board of Speymill plc has recognised a need for additional working capital. Having reviewed the forecast cash flow requirements, the Board has secured additional financing through an increase in the shareholder loan facility.
As announced on 16April 2012, Jim Mellon and Burnbrae Limited agreed to provide a revised shareholder loan facility. The new facility shall continue to be revolving, with a limit of GBP5 million and an expiry date of 30 June 2013, with an interest rate of 8% and all other terms remaining as per the previous facility.
The Board of Speymill plc has now agreed to a further increase of the facility. The revised limit of the facility has now been agreed as GBP7million, with the conversion price being amended to 1.125 pence.
As at 30 June 2012, a total of GBP3.02 million (2011: GBP3.39 million) of the shareholder loan facility had been drawn down by the Group.
The condensed consolidated interim financial statements were authorised for issuance on 27 September 2012.
(b) Basis of measurement and functional currency
The Group condensed consolidated interim financial statements are presented in Pounds Sterling, rounded to the nearest thousand. They have been prepared on the historical cost basis except where assets and liabilities are required to be stated at their fair value.
(c) Use of estimates and judgement
The preparation of Group consolidated interim financial statements in conformity with International Financial Reporting Standards (IFRS) requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience, current and expected economic conditions, and in some cases actuarial techniques and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The significant judgments made by management in applying the Group's accounting policies and key sources of estimation of uncertainty were the same as those that were applied to the consolidated financial statements as at and for the year ended 31 December 2011.
(d) Determination and presentation of operating segments
The Group determines and presents operating segments based on the information that internally is provided to the CEO, who is the Group's chief operating decision maker. This accounting policy reflects the Group's adoption of IFRS 8 Operating Segments which took effect from 1 January 2009.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. An operating segment's operating results are reviewed regularly by the CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company's headquarters) and office expenses.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.
(e) Investment property
The investment properties were valued at their fair value at acquisition. The Directors review the carrying value of investment properties periodically taking into account factors such as the current economic environment. If it is felt appropriate an independent, external valuation will be sought to assist with this review.
(f) Non-current Assets Held for Sale and Discontinued Operations
The Group has adopted IFRS 5 Non-current Assets Held for Sale and Discontinued Operations to account for the presentation of discontinued operations. Disclosure has been made of the operating results of discontinued operations and continuing operations.
(g) Financial risk management
The Group's financial risk management objectives and policies are consistent with those disclosed in the financial statements as at 30 June 2012 and for the year ended 31 December 2011.
2 Segmental information - continuing operations
In respect of its continuing operations, the Group has three reportable segments, as described below, which are the Group's strategic business units. The strategic business units offer different products and services, and are managed separately because they require different technology and marketing strategies. The following summary describes the operations in each of the Group's reportable segments:
-- United Kingdom construction and refurbishment
-- Property investment
-- Other - head office and group administration costs
United Kingdom
construction
and Property
refurbishment investment Other Elimination Total
For the six months ended GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
30 June 2012
--------------------------------------- ----------------- --------------- -------- ---------------- ---------
External revenue 12,101 765 - - 12,866
Inter-segment
revenue - - 150 (150) -
-------------------- ----------------- ----------------- --------------- -------- ---------------- ---------
Total segment revenue 12,101 765 150 (150) 12,866
--------------------------------------- ----------------- --------------- -------- ---------------- ---------
Reportable segment (loss)/profit
from operations before share-based
payments (1,740) 378 (118) - (1,480)
Share-based payments - - 6 - 6
Finance income - - 209 (209) -
Finance costs (21) (605) (129) 209 (546)
-------------------- ----------------- ----------------- --------------- -------- ---------------- ---------
Reportable segment (loss)/profit
before tax (1,761) (227) (32) - (2,020)
--------------------------------------- ----------------- --------------- -------- ---------------- ---------
Depreciation (18) - - - (18)
Reportable segment assets 3,460 21,878 28,979 (28,942) 25,375
Reportable segment liabilities (19,479) (27,970) (6,633) 29,391 (24,691)
Segment capital expenditure (8) - - - (8)
--------------------------------------- ----------------- --------------- -------- ---------------- ---------
United Kingdom
construction
and Property
refurbishment investment Other Elimination Total
For the six months ended GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
30 June 2011
------------------------------------- ----------------- ----------- ------------ ------------ ---------
External revenue 12,668 717 - - 13,385
Inter-segment revenue - - 1,189 (1,189) -
------------------------------------------ ----------------- ----------- ------------ ------------ ---------
Total segment revenue 12,668 717 1,189 (1,189) 13,385
------------------------------------------ ----------------- ----------- ------------ ------------ ---------
Reportable segment (loss)/profit
from operations before share-based
payments (107) 415 376 (745) (61)
Share-based payments - - (5) - (5)
Finance income - 294 15 - 309
Finance costs (24) (584) (164) 217 (555)
-----------------------
Reportable segment (loss)/profit
before tax (131) 125 222 (528) (312)
------------------------------------------ ----------------- ----------- ------------ ------------ ---------
Depreciation (50) - (18) - (68)
Reportable segment assets 4,899 24,295 1,285 - 30,479
Reportable segment liabilities (6,328) (16,695) (3,629) - (26,652)
Segment capital expenditure (9) - - - (9)
------------------------------------------ ----------------- ----------- ------------ ------------ ---------
United Kingdom
construction
and Property
For the twelve months refurbishment investment Other Elimination Total
ended
31 December 2011 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- --------------- ----------- -------- ------------ ---------
External revenue 30,483 1,544 - - 32,027
Inter-segment revenue - - 990 (990) -
--------------------------------- --------------- ----------- -------- ------------ ---------
Total segment revenue 30,483 1,544 990 (990) 32,027
--------------------------------- --------------- ----------- -------- ------------ ---------
Reportable segment profit
/ (loss) from operations
before share-based payments 148 693 89 (531) 399
Share-based payments (5) - (2) - (7)
Finance income - - 228 (221) 7
Finance costs (31) (1,443) (292) 442 (1,324)
---------------------------------
Reportable segment profit/
(loss) before tax 112 (750) 23 (310) (925)
--------------------------------- --------------- ----------- -------- ------------ ---------
Depreciation (100) - (18) - (118)
Reportable segment assets 5,400 22,750 27,926 (27,886) 28,190
Reportable segment liabilities (19,658) (28,858) (5,046) 27,030 (26,532)
Segment capital expenditure (29) - - - (29)
--------------------------------- --------------- ----------- -------- ------------ ---------
As at As at As at
30 June 2012 30 June 31 Dec 2011
2011
(unaudited) (unaudited) (audited)
Reportable segment assets and liabilities
reconciliation GBP'000 GBP'000 GBP'000
------------------------------------------- ------------- ------------ ------------
Segment assets for reportable
segments 25,375 30,479 28,190
Segment assets for discontinued
operations 38 464 1,465
------------------------------------------- ------------- ------------ ------------
Total assets per the balance sheet 25,413 30,943 29,655
------------------------------------------- ------------- ------------ ------------
Segment liabilities for reportable
segments (24,691) (26,652) (26,532)
Segment liabilities for discontinued
operations (95) (640) (93)
------------------------------------------- ------------- ------------ ------------
Total liabilities per the balance
sheet (24,786) (27,292) (26,625)
------------------------------------------- ------------- ------------ ------------
3 Discontinued operations information
The Group has determined that two lines of business met the criteria to be treated under IFRS 5 as non-current assets held for sale or discontinued operations. The results of these lines of business are set out below under the heading discontinued operations. The Group's two business segments treated as discontinued operations are as follows:
-- Property services business
-- Property fund management business
6 months 6 months 12 months
to to to
30 June 2012 30 June 31 Dec 2011
2011
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
-------------------------------- ------------- ------------ ------------
Discontinued operations
Turnover 10 840 847
Expenses (165) (587) (386)
-------------------------------- ------------- ------------ ------------
(Loss) / profit before tax of
discontinued operations (155) 253 461
Taxation (10) (10) 391
-------------------------------- ------------- ------------ ------------
(Loss) / profit after tax from
discontinued operations (165) 243 852
-------------------------------- ------------- ------------ ------------
(Loss) / earnings per share (pence) (note 7)
Basic (loss) / earnings per ordinary share (pence) (0.28) 0.42 1.46
Diluted (loss) / earnings per share (pence) (0.28) 0.42 1.46
---------------------------------------------------- ------- ----- -----
6 months 6 months 12 months
to to to
30 June 30 June 31 Dec
2012 2011 2011
(unaudited) (unaudited) (audited)
Cash flows of discontinued
operations GBP'000 GBP'000 GBP'000
---------------------------- ------------ ------------ ----------
Operating cash flows (1,337) (771) 19,379
Investing cash flows 1,326 83 (20,376)
Financing cash flows - (1) 207
---------------------------- ------------ ------------ ----------
Total cash flows (11) (689) (790)
---------------------------- ------------ ------------ ----------
Segmental information - discontinuing & discontinued operations
Discontinuing Discontinuing
property property
fund
services management Elimination Total
For the six months ended GBP'000 GBP'000 GBP'000 GBP'000
30 June 2012
------------------------------------- -------------- -------------- ------------ --------
External revenue 10 - - 10
Inter-segment revenue - - - -
------------------------------------- -------------- -------------- ------------ --------
Total segment revenue 10 - - 10
------------------------------------- -------------- -------------- ------------ --------
Reportable segment loss
from operations before share-based
payments (43) (112) - (155)
Share-based payments - - - -
Finance income - - - -
Finance costs - - - -
------------------------------------- -------------- -------------- ------------ --------
Reportable segment loss
before tax (43) (112) - (155)
------------------------------------- -------------- -------------- ------------ --------
Depreciation (1) - - (1)
Reportable segment assets 241 2,589 (2,792) 38
Reportable segment liabilities (95) (1,213) 1,213 (95)
Segment capital expenditure - - - -
------------------------------------- -------------- -------------- ------------ --------
Discontinuing Discontinuing
property property
fund
services management Elimination Total
For the six months ended GBP'000 GBP'000 GBP'000 GBP'000
30 June 2011
-------------------------------- -------------- -------------- ------------ --------
External revenue - 840 - 840
Inter-segment
revenue - 410 (410) -
-------------------------------- -------------- -------------- ------------ --------
Total segment revenue - 1,250 (410) 840
-------------------------------- -------------- -------------- ------------ --------
Reportable segment (loss)
/ profit from operations
before share-based payments (62) (429) 743 252
Share-based payments - - - -
Finance income - 219 (217) 2
Finance costs - (1) - (1)
-------------------------------- -------------- -------------- ------------ --------
Reportable segment profit
before tax (62) (211) 526 253
-------------------------------- -------------- -------------- ------------ --------
Depreciation - (6) - (6)
Reportable segment assets 25 439 - 464
Reportable segment liabilities (416) (224) - (640)
Segment capital expenditure - (1) - (1)
-------------------------------- -------------- -------------- ------------ --------
Discontinuing Discontinued
property property
fund
For the twelve months services management Elimination Total
ended
31 December 2011 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------- -------------- ------------- ------------ --------
External revenue 7 840 - 847
Inter-segment revenue - 410 (410) -
------------------------------------- -------------- ------------- ------------ --------
Total segment revenue 7 1,250 (410) 847
------------------------------------- -------------- ------------- ------------ --------
Reportable segment (loss)/profit
from operations before share-based
payments (113) 83 504 474
Share-based payments - - - -
Finance income - 221 (221) -
Finance costs - (13) - (13)
------------------------------------- -------------- ------------- ------------ --------
Reportable segment (loss)/profit
before tax (113) 291 283 461
------------------------------------- -------------- ------------- ------------ --------
Depreciation (3) (6) - (9)
Reportable segment assets 307 2,663 (1,504) 1,466
Reportable segment liabilities (99) (1,221) 1,226 (94)
Segment capital expenditure - - - -
------------------------------------- -------------- ------------- ------------ --------
4 Share-based payments
6 months to 6 months to 12 months to
30 June 2012 30 June 2011 31 Dec 2011
(unaudited) (unaudited) (audited)
Share based payments within continuing operations GBP'000 GBP'000 GBP'000
--------------------------------------------------- ------------- ------------- -------------
Share options 6 (2) (5)
Provision for share issue - (3) (2)
--------------------------------------------------- ------------- ------------- -------------
6 (5) (7)
--------------------------------------------------- ------------- ------------- -------------
5 Net finance costs
6 months to 6 months 12 months
to to
30 June 2012 30 June 31 Dec 2011
2011
(unaudited) (unaudited) (audited)
Finance costs of continuing operations GBP'000 GBP'000 GBP'000
---------------------------------------- ------------- ------------ ------------
Finance income
Other interest receivable - 15 7
Change in fair value of derivative
financial instruments (34) 294 (215)
(34) 309 (208)
---------------------------------------- ------------- ------------ ------------
Finance costs
Bank charges and interest payable (21) (27) (43)
Interest charge on interest bearing
loans (note 10) (362) (367) (787)
Shareholder loan interest and facility
fees (note 12) (129) (161) (279)
Net finance costs (546) (246) (1,317)
---------------------------------------- ------------- ------------ ------------
6 Taxation
There is no tax charge on continuing operations for the six months ended 30 June 2012 (year ended 31 December 2011 - nil). This results from the fact that either operations are conducted in tax jurisdictions with a 0% tax rate for companies or that operations did not generate any taxable profits during the period, taking into account any available allowances and brought forward tax losses.
7 Loss per ordinary share
6 months to 6 months to 12 months to
30 June 2012 30 June 2011 31 Dec 2011
(unaudited) (unaudited) (audited)
From continuing operations GBP'000 GBP'000 GBP'000
------------------------------------------------------- ------------- ------------- -------------
Loss for the period/year from continuing operations (2,009) (318) (886)
------------------------------------------------------- ------------- ------------- -------------
No. No. No.
Basic weighted average number of shares in issue 58,389,555 58,389,555 58,389,555
Employee share options and provisions for share issue - - -
------------------------------------------------------- ------------- ------------- -------------
Basic loss per ordinary share (pence) (3.44) (0.54) (1.52)
Dilutive effect of employee share options - - -
------------- -------------
Diluted loss per share (pence) (3.44) (0.54) (1.52)
------------------------------------------------------- ------------- ------------- -------------
8 Investment property
The fair value of the Group's investment properties at 30 June 2012 and at 31 December 2011 was arrived at on the basis of a valuation carried out as at 30 June 2010, by DTZ Zadelhoff Tie Leung GmbH, independent valuers that are not related to the Group. DTZ Zadelhoff Tie Leung GmbH has appropriate qualifications and recent experience in the valuation of properties in the relevant locations.
The Directors believe that an external valuation of the properties is not appropriate at the current time and have used the previous valuation as a basis of assessing the current carrying value of the various properties. This valuation and the financial performance of the portfolios was compared at 31 December 2011 to information for comparable properties being offered for sale in the open market, together with information relating to the trends for property prices across Germany.
The Directors deem the valuation carried out as at 30 June 2010 to still be relevant and an appropriate valuation as at the period end, as there have been no significant indicators of impairment or factors identified which may affect the value of the investment properties. The movement in the properties' carrying value since 1 January 2011 is due to translation to the presentation currency.
9 Called up share capital
6 months to 6 months to 12 months to
30 June 2012 30 June 2011 31 Dec 2011
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
---------------------------------------- ------------- ------------- -------------
Authorised
------------- ------------- -------------
500,000,000 ordinary shares of 1p each 5,000 5,000 5,000
---------------------------------------- ------------- ------------- -------------
No. No. No.
---------------------------------------- ------------- ------------- -------------
Issued and fully paid
At beginning of period/year 58,389,555 58,389,555 58,389,555
Exercise of share options - - -
----------------------------------------
At end of period/year 58,389,555 58,389,555 58,389,555
---------------------------------------- ------------- ------------- -------------
10 Interest bearing loans
6 months 6 months 12 months
to to to
30 June 2012 30 June 31 Dec 2011
2011
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
------------------------------------------- ------------- ------------ ------------
Under the terms of the loan agreement
the interest bearing loans are repayable
as follows:
On demand or within one year 180 176 182
In the second year 189 186 192
In the third to fifth years inclusive 13,578 15,322 14,225
After 5 years - - -
------------------------------------------- ------------- ------------ ------------
13,947 15,684 14,599
------------------------------------------- ------------- ------------ ------------
The Group's interest-bearing loans are carried at amortised cost. As at 30 June 2012, the Group had two secured bank loan facilities amounting to GBP13.9m (31 December 2011: GBP14.6m). Each of the Group's interest-bearing loan facilities has been secured by charges on investments properties, rental income, bank accounts, other assets and undertakings within the related financing packages.
Deutsche Genossenschafts-Hypothekenbank AG is the sole lender for the two financing packages, as detailed below:
Horsfield Limited
The balance outstanding under this facility at the period end was GBP7,598,646 (31 December 2011: GBP7,957,076). The facility amount at original drawdown was EUR 9,807,200. The interest rate is fixed at 4.615% per annum inclusive of margin. Interest is payable quarterly in arrears. The loan is currently amortising at 1.17% of the original loan amount per annum and is repayable on the repayment date of 31 December 2014.
Wyatt Limited
The balance outstanding under this facility at the period end was GBP6,348,290 (31 December 2011: GBP6,641,939). The facility amount at original drawdown was EUR 8,192,700. The interest rate is fixed at 4.615% per annum inclusive of margin. Interest is payable quarterly in arrears. The loan is currently amortising at 1.11% of the original loan amount per annum and is repayable on the repayment date of 31 December 2014.
11 Guarantees and other financial commitments
As is normal within the construction sector, the Group has given Parent Company Guarantees in relation to work completed by Speymill Contracts and has provided performance bonds with a value of GBP936,158 (31 December 2011: GBP765,117). The Group had no capital commitments (31 December 2011: GBPnil).
The Group has guaranteed the overdrafts of its subsidiaries. As at 30 June 2012, the total commitment was GBP464,726 (31 December 2011: GBPnil).
12 Related party transactions
Loan facility
As set out in the Annual Report for 31 December 2011 and announced on 16 April 2012, the Company extended the shareholder loan facility from one of its directors, Jim Mellon and Burnbrae Limited. The overall limit of the principal on the loan facility is GBP5m and it will expire on 30 June 2013. Further details were set out in the Annual Report. As at 30 June 2012, the total balance of the facility utilised was GBP3.02m including principal, facility fees and accrued interest.
On 27 September 2012, it was agreed to increase the limit of this facility to GBP7.0 million And to amend the conversion price from 6 pence to 1.125 pence.
Details of transactions with Burnbrae Limited are as follows:
6 months 6 months 12 months
to to to
30 June 30 June 2011 31 Dec 2011
2012
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
------------------------------ -------------- --------------- --------------
Expenses:
Burnbrae Limited 85 - 124
85 - 124
------------------------------ -------------- --------------- --------------
Amounts owed to Burnbrae Limited, other than amounts due to Jim Mellon and Burnbrae Limited through the shareholder loan facility, at 30 June 2012 were GBP154 (2011: GBP93).
END.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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