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Share Name | Share Symbol | Market | Type |
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Tinka Resources Ltd | TG:TLD | Tradegate | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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-0.0005 | -0.61% | 0.082 | 0.076 | 0.0885 | 0.00 | 22:50:01 |
RNS Number:6175H Teesland Plc 18 February 2003 Teesland plc INTERIM RESULTS For the six months to 31 December 2002 18 February 2003 CHAIRMAN'S STATEMENT I am pleased to introduce my first Interim Report as Chairman of Teesland plc. On 7 August 2002, by virtue of a court sanctioned scheme of arrangement, the Company became the new holding company of Semple Cochrane plc (Semple) and acquired Teesland Holdings plc, a property fund and asset management business. The consideration for Teesland Holdings plc was #10 million, satisfied by the issue of new shares in Teesland plc. Immediately upon the acquisition of Semple its business with net liabilities of #25.009m was sold to a third party, for #1.producing a 'book' gain on sale of #25.009 million. Teesland invested #7.75 million in Semple from debt provided by the Bank of Scotland, of this debt #2.75 million was converted by the Bank into ordinary share capital of Teesland and #5.0m remains outstanding as a long term loan. At the same time as the reorganisation, #4 million less expenses was raised by way of a placing and offer for subscription of shares to provide Teesland with funds for co - investment in limited partnerships and to repay a facility drawn to fund an existing co-investment. Equity Partnerships Capital Ventures (EPCV) is the subsidiary of Teesland, which invests in the new funds we create and promote alongside the capital of principal investors. EPCV takes the position of founder partner in limited partnership (LP) funds, usually investing around #1 million. This assists in attracting other investors.As founder partner EPCV enjoys a carried interest or fee based on the fund's performance. EPCV has to date invested #1m in The Osprey Limited Partnership (Osprey), and a further #1m investment and #450k short term loan has been made in a new product, Thorpe Park Limited Partnership (TPLP) both of which are described in more detail below. Results and Dividend Profit before tax and goodwill amortisation of the acquired business for the five months since their acquisition was #587,000. This was in line with expectations at the time of the scheme of arrangement. No interim dividend is proposed. No dividends can be paid whilst the profit and loss account has a deficit. We intend to seek shareholders consent at the annual general meeting and thereafter seek Court approval to reduce the share premium account and apply the reserve thereby created to eliminate the accumulated deficit on the profit and loss account. New Products and Projects Teesland has successfully launched new products during the period and increased fees from assets under management and project management contracts. Our project management division has made a substantial contribution to both turnover and profit over the period and is engaged in over 20 major projects at the present time. Equity Partnerships, the specialist fund management subsidiary of Teesland plc, has strengthened its market position with the launch of new products including: The Osprey Limited Partnership (Osprey), a high yielding mixed commercial property fund, was launched on 30 September 2002 attracting four institutional investors, The Post Office Pension Fund, British Telecom Pension Fund, Bradford and Bingley Pension Funds and Clerical Medical Life Fund. Commencing with the acquisition of assets valued at #65m, the fund has purchased further properties for #20m, and has exchanged contracts on #40m of additional properties. These activities attracted partnership establishment, acquisition, fund and asset management fees. In addition Osprey produced a maiden distribution for EPCV as a co-investor / founder limited partner. Osprey is now positioned to secure new investors in the second half of the year enabling the fund to make further acquisitions as it progresses towards its target level of #300 million funds under management. Thorpe Park has been set up as a single asset LP.Contracts have recently been exchanged to acquire six office investments worth #31m forming the core of this prime business park. It is located to the east of Leeds city centre and has direct access from the M1 motorway. Of the six properties being acquired, three have been acquired from Thorpe Park Developments Ltd, a company controlled by Severn Trent Water plc, and in which my family company has a 24% interest. The other three were acquired from Remote Properties Limited in which my family trust has a 50% interest. A forward funding agreement with the developers for the remainder of the park is under negotiation, which will secure new investments on the park, once they are developed and let. The planned total area is 650,000 sq ft of offices with an estimated final value of c.#120m. The fund is currently at the warehouse stage and over the next two years new investors will be introduced so that a long term fund can be established. Our residential investment LP, Oystercatcher Limited Partnership (Oystercatcher) now worth #35m, has provided a total return for 2002 of 25%. The LP contains some 621 units let mainly on assured tenancies and to students. It has benefited from a geographical spread predominantly outside the South East. Present market conditions have led to price escalation in some sectors. We are currently focusing on new investment in the student and key worker sectors. Equity Partnerships set up the Frenchgate Limited Partnership in early 2002 attracting four investors to acquire the Frenchgate Shopping Centre in Doncaster for #58m. The investment has produced a return of over 35% per annum. Pre-contract preparations are underway to extend the Centre to 800,000 sq ft, making it one of the top 20 UK shopping centres by size. The asset management fees for this project have provided a major contribution to returns for Teesland, as will the first stage project management fee receivable in the second half of the year, providing the project commences on schedule. Team I would like to thank my fellow Directors, staff and advisers who worked extremely hard in both the rescue of Semple Cochrane plc and on the continued expansion of Teesland's Property Fund and Asset Management business. Likewise I express my gratitude to the Bank of Scotland for their continued constructive input, which greatly assists us as we push ahead with our expansion plans. In addition to the Directors appointed at the time of the reorganisation, I welcome to the board, Mickola Wilson as Joint Chief Executive and David Pickard as a Non Executive Director. David is a former Managing Director of Colliers CRE, and Mickola was in charge of the fund management division of MWB and former Managing Director of Guardian Properties. Outlook The strategy for Teesland reflects the structural changes occurring in the property industry - moving away from the traditional property company approach towards the separation of skills from assets. Through Equity Partnerships, Teesland is leading the way in specialist property fund management, providing investors with products which are intended to produce above average returns. The indirect property market continues to grow, and the investor base is broadening from large institutions to smaller pension funds and private equity investors. Market conditions for property are likely to be volatile during 2003, but Teesland will continue to identify and exploit opportunities to grow our existing funds and create new ones. During this period of growth, we will continue to benefit from the well-established core fee stream from our principal clients and expand our client base by providing tailor made solutions for investors. Kevin McCabe Chairman 18 February 2003 For further information please contact Mickola Wilson, Joint Chief Executive Jeremy Carey/Marylene Guernier Stephen McBride, Finance Director Tavistock Communications Teesland plc Tel: 020 7600 2288 Tel: 020 7493 4636 Teesland plc Profit and loss account for the 6 months ended 31 December 2002 (Unaudited) Acquired Businesses Discontinued Teesland Businesses Holdings plc Semple Cochrane Total Total PLC five months one month six months six months to 31.12.02 to 31.7.02 to 31.12.02 to 31.12.01 Notes #'000 #'000 #'000 #'000 Turnover - group Acquisitions 1,781 - 1,781 - Discontinued operations - 2,216 2,216 22,801 Total group turnover 2 1,781 2,216 3,997 22,801 Operating Profit / (Loss) Acquisitions 382 - 382 - Discontinued operations - (871) (871) (1,225) Group operating profit / (loss) before goodwill amortisation 382 (871) (489) (1,225) Goodwill amortisation (221) - (221) (1,752) Group operating profit / (loss) after goodwill amortisation 161 (871) (710) (2,977) Investment income 178 - 178 - Operating profit / (loss) 339 (871) (532) (2,977) Profit on disposal of subsidiary undertakings - 25,009 25,009 - Profit / (Loss) on ordinary activities before interest & tax 339 24,138 24,477 (2,977) Net interest Group 27 (207) (180) (745) Profit / (Loss) on ordinary activities before taxation 366 23,931 24,297 (3,722) Taxation on profit on ordinary activities 3 (128) - (128) - Profit / (Loss) on ordinary 238 23,931 24,169 (3,722) activities after taxation Equity minority interests - - - (4) Profit / (Loss) for the financial period 238 23,931 24,169 (3,726) Dividends paid & proposed - - - - Profit / (Loss) for the financial period transferred to / (from) reserves 238 23,931 24,169 (3,726) Basic earnings per share / (loss per share) 4 0.79 pence 79.62 pence 80.41 pence (272.37) pence Diluted earnings per share / (loss per share) 4 0.79 pence 79.62 pence 80.41 pence (272.37) pence Adjusted earnings per share (pre goodwill) 4 1.52 pence 79.62 pence 81.14 pence (144.30) pence Teesland plc Group Balance Sheet As at 31 December 2002 As at 31.12.02 As at 31.12.01 #'000 #'000 #'000 #'000 Fixed assets Intangible assets 10,402 5,544 Tangible assets 66 2,591 Investments 1,001 - Total fixed assets 11,469 8,135 Current assets Stocks - 2,725 Debtors 968 15,459 Cash at bank 2,362 487 3,330 18,671 Creditors - amounts falling due within one year (643) (28,945) Net current assets / (liabilities) 2,687 (10,274) Total assets less current liabilities 14,156 (2,139) Creditors - amounts falling due after more than one year (5,000) (6,691) Net assets / (liabilities) 9,156 (8,830) Capital & reserves Called up equity share capital 3,597 137 Share premium account 13,268 - Revaluation reserve - 153 Capital reserve - 257 Merger reserve - 9,316 Profit & loss account (7,709) (30,327) Equity Shareholders' funds / (deficit) 9,156 (20,464) Minority Interest - 11,634 9,156 (8,830) Teesland plc Consolidated Cash Flow Statement Six months to 31 December 2002 Semple Teesland Cochrane Holdings plc PLC five months one month Total Six months to to to to 31.12.02 31.07.02 31.12.02 31.12.01 Notes #'000 #'000 #'000 #000 Net cash inflow / (outflow) from operating activities 5 (a) 173 (1,187) (1,014) (7,048) Net cash inflow / (outflow) from returns on investments & 25 (207) (182) (671) servicing of finance Tax (paid) / received (59) - (59) 40 Net cash (outflow) from capital expenditure & financial (53) - (53) (172) investment Net cash (outflow) / inflow from acquisitions & disposals (1,594) 13,684 12,090 - Cash (outflow) / inflow before financing (1,508) 12,290 10,782 (7,851) Financing 3,869 - 3,869 114 Increase / (decrease) in cash for the period 5 (c) 2,361 12,290 14,651 (7,737) Teesland plc Statement of Total Recognised Gains & Losses Six months to 31 December 2002 Restated Six months Six months to 31.12.02 to 31.12.01 #'000 #'000 Profit / (Loss) for the financial period Group 24,169 (3,726) Curency translation differences on foreign currency net investments - 2 Total recognised gains & (losses) 24,169 (3,724) Reconciliation of Movements in Shareholders' Funds / (Deficit) Restated Six months Six months to 31.12.02 to 31.12.01 #'000 #'000 Profit / (Loss) for the financial period 24,169 (3,726) Issue of share capital 16,668 - Conversion of Minority Interest 603 Increase in Merger Reserve 3,281 Curency translation differences - 2 Net increase/(decrease) in shareholders' funds/(deficit) 44,721 (3,724) Shareholders' funds / (deficit) at : 1 July 2002 (unaudited) (35,565) - 1 January 2001 - (5,083) Shareholders' funds / (deficit) at end of period 9,156 (8,807) Teesland plc Notes 1. Basis of Preparation The unaudited accounts for the six month period ended 31 December 2002 have been prepared under the historical cost convention. Financial Reporting Standard No. 19 - 'Deferred Tax' (FRS 19) has been adopted for the first time by the Group in this interim report. It has had no material effect on the prior year results. Under Court approval dated 7th August 2002 Semple Cochrane PLC implemented a scheme of arrangement under Section 425 of the Companies Act 1985 which inter alia introduced Teesland plc as a new holding company. for the Group; acquired Teesland Holdings plc via an Offer for Subscription of new shares; and approved the disposal by Teesland plc of Semple Cochrane PLC. Details of the scheme arrangement are contained in the circulars to shareholders dated 31 May 2002. Although Teesland plc was incorporated on 30 April 2002, merger accounting has been adopted, in accordance with Financial Reporting Standard No.6 - ' Acquisitions and Mergers', to account for the transaction as if Teesland plc owned Semple Cochrane PLC from 1 July 2001. Teesland plc acquired Teesland Holdings plc on 7 August 2002 via an issue of shares and disposed of Semple Cochrane PLC and its subsidiaries on that date. Consequently these interim results contain the trading results of Teesland Holdings plc from 7 August 2002 until31 December 2002 and the results of Semple Cochrane PLC from 1 July 2002 until 7 August 2002. The comparative results contain the trading of Semple Cochrane PLC from 30 June 2001 to 31 December 2001. The financial information in this statement does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The accounts of Semple Cochrane PLC for the year to 30 June 2002 have not been signed by their auditors as at the date of this report and thus have been omitted from being disclosed as a comparative. The interim results were approved by the Directors on 17th February 2003.The interim statement , which is available at the Company's Registered Office will be sent to shareholders before the end of February 2003. 2. Turnover All turnover derives from within the United Kingdom. The directors have taken the view that the company has one class of business, deriving from integrated property management services. 3. Taxation The tax charge has been calculated at the estimated effective tax rate for the year. 4. Earnings per share The calculation of earnings per share is based on the following weighted average number of shares: Six months Six months Continuing Operations to 31.12.02 to 31.12.01 Number of shares Number of shares Basic earnings per share 30,058,033 1,368,000 Diluted earning per share 30,058,033 1,368,000 Adjusted earning per share 30,058,033 1,368,000 Issued share capital has been weighted to reflect the date the shares were issued. Reconciliation of the calculation of the Basic earnings per share to the Adjusted earnings per share Teesland (Holdings) PLC 5 Months to Total Six months Six months 31.12.02 to 31.12.02 to 31.12.01 #'000 #'000 #'000 Profits after tax used to calculate Basic earnings per share 238 16,222 (3,726) Amortisation of goodwill 221 221 1,752 Profits before amortisation, after tax used to calculate Adjusted EPS 459 16,443 (1,974) 5. Notes to consolidated cash flow statement (a) Reconciliation of operating profit to net cash inflow from operating activities Teesland Semple (Holdings) plc Cochrane PLC Teesland plc Five months to One month six months Six months to 31.12.02 to 31.07.02 to 31.12.02 Total to 31.12.01 #'000 #'000 #'000 #'000 #'000 Operating Profit / (loss) 339 (871) - (532) (2,977) Depreciation Charges 9 35 - 44 287 Amortisation of Goodwill 221 - - 221 1,752 Loss on the sale of fixed assets - - - - (1) (Increase)/decrease in work in - 445 - 445 (392) progress (Increase)/decrease in debtors (301) 10 - (291) 2,487 (Decrease) in creditors (95) (806) - (901) (8,204) Net cash inflow/(outflow) from 173 (1,187) - (1,014) (7,048) operating activities (b) Reconciliation of net cash flows to net debt Six months to Six months 31.12.02 to 31.12.01 #'000 #'000 Increase/(Decrease) in cash 14,651 (7,737) Cash inflow from increase in debt (7,750) (114) Conversion of debt to ordinary shares 2,750 - Capital element of finance leases repaid - 18 Decrease in liquid resources - (49) Loans dispensed with subsidiaries 11,997 - Exchange movements - 11 21,648 (7,871) Net debt at beginning of period (24,287) (14,539) Net debt at end of period (2,639) (22,410) (c) Analysis of changes in net debt (Unaudited) 01.07.02 - 31.12.02 Disposals (excluding At 31.12.02 At 01.07.02 Movement cash & overdraft) #'000 #'000 #'000 #'000 Net cash (12,290) 14,651 - 2,361 Debt Due within one year Due after one year (8,233) (5,000) 8,233 (5,000) Deferred loan (3,692) - 3,692 - Finance Leases (72) - 72 - Net debt (24,287) 9,651 11,997 (2,639) Debt due after one year comprises a term loan of #5.0m repayable in ten equal annual instalments commencing 30 June 2005. The loan carries interest at 0% until 30 June 2004 and at 2% per annum thereafter. This information is provided by RNS The company news service from the London Stock Exchange END IR KGGMZMNFGFZZ
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