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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Armour Grp | LSE:AMR | London | Ordinary Share | GB0000496611 | 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% | 3.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMAMR
RNS Number : 4218F
Armour Group PLC
12 November 2015
ARMOUR GROUP PLC
("Armour" or the "Group")
Preliminary Results for the year ended 31 August 2015
The Company remains an investing company and continues to look at a number of opportunities. The Company did not trade in the year.
The Company is currently in discussions with a retail focused software business and has commenced due diligence. Should the proposed transaction proceed it would constitute a reverse takeover. There can be no guarantee that the current proposal will reach a successful conclusion and shareholders will be informed should the transaction progress.
For further information please contact:
Armour Group plc Tel: 01634 673172 Mark Wilson, Finance Director finnCap Limited Tel: 0207 220 0500 Geoff Nash Stephen Norcross (Broking)
CHAIRMAN'S STATEMENT
Corporate activity
The Company has been an investing company since August 2014 and accordingly has continued to reduce its operating costs. The Tunbridge Wells head office was closed in December 2014, substantially reducing the overhead costs.
The Company made an additional short-term loan of GBP0.3 million to Armour Home Electronics in May 2015. This carries an interest rate of 10% per annum and is repayable on the 16 December 2015. The Company had net cash at the end of the year of GBP3.4 million (2014: GBP4.1 million). The initial loan of GBP1.0m to AHE is repayable in 2019 and also carries an interest rate of 10% per annum.
As previously announced, in December 2014 I was required under Rule 9 of the City Code to make a mandatory cash offer for those shares in Armour that I (and persons deemed to be acting in concert with me) did not already own. This offer period ended on 20 February 2015. Hawk Investment Holdings Limited, a company in which I have a beneficial interest, now owns 47.9% of the issued share capital of the Company, whilst the concert party together owns 64.6%.
The Company was granted a court order on 18 February 2015 to perform a capital reduction, by cancellation of the share premium account and the deferred shares of 9 pence each. The effect of this capital reduction is set out in Consolidated Statement of Changes in Shareholder Equity.
The Company became an investing Company on 5 August 2014 and in accordance with Rule 15 of the AIM Rules for Companies ("AIM Rules"), the Company's shares were suspended from trading on AIM on 5 August 2015. In the event that the Company is unable to implement its investing policy by 5 February 2016, admission of the Company's shares will be cancelled in accordance with Rule 41 of the AIM Rules. As a result, the board is very focused on identifying an appropriate opportunity within the next four months.
Outlook
Whilst the Company's initial investing policy was to target the technology sector, it is the board's view that the Company should now take a broader approach whilst looking to enhance shareholder value. To this end, the board will propose a broader investing policy at the forthcoming AGM.
The Company is seeking opportunities across a range of sectors that have commercial traction with a clear market opportunity and thus significant growth potential. The objective remains to generate an attractive rate of return for shareholders by taking advantage of these opportunities.
The Company is currently in discussions with a retail focused software business and has commenced due diligence. Should the proposed transaction proceed it would constitute a reverse takeover. There can be no guarantee that the current proposal will reach a successful conclusion and shareholders will be informed should the transaction progress.
BOB MORTON
Chairman
12 November 2015
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 August 2015
31 August 31 August 2015 2014 Note GBP000 GBP000 Restated ----------------------------------- ----- ---------- ---------- Revenue 2 - - Employee benefits costs (102) (759) Depreciation and amortisation expense (1) (1) Other expenses (275) (179) ----------------------------------- ----- ---------- ---------- Total expenses (378) (939) ----------------------------------- ----- ---------- ---------- Loss from continuing operations before exceptional items (378) (725) Exceptional items 3 - (214) ----------------------------------- ----- ---------- ---------- Total loss from continuing operations (378) (939) Finance expense - (150) Finance income 137 20 Impairment of associate 622 - Share of post-tax losses of equity accounted associate (237) (70) Loss before taxation (1,100) (1,139) Taxation credit 5 32 11 ----------------------------------- ----- ---------- ---------- Loss from continuing operations (1,068) (1,128) ----------------------------------- ----- ---------- ---------- Loss from discontinued operations, net of tax 4 - (10,071) Loss for the year (1,068) (11,199) Other Comprehensive Income Exchange gains on translation of foreign operations - (144) ----------------------------------- ----- ---------- ---------- Total Other Comprehensive (Expense)/ Income - (144) ----------------------------------- ----- ---------- ---------- Total comprehensive loss for the year (446) (11,343) ----------------------------------- ----- ---------- ---------- Loss per ordinary share from continuing and discontinued operations 6 Basic (1.14)p (11.96)p Diluted (1.14)p (11.96)p Continuing operations Basic (1.14)p (1.20)p Diluted (1.14)p (1.20)p
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 August 2015
31 August 31 August Note 2015 2014 GBP000 GBP000 ------------------------------- ------- ---------- ---------- Non-current assets Property, plant and equipment - 1 Investment in associate - 859 Loan 1,000 1,000 Deferred taxation asset 6 6 Total non-current assets 1,006 1,866 ------------------------------- ------- ---------- ---------- Current assets Trade and other receivables 9 60 Loan 300 - Cash and cash equivalents 10 3,365 4,070 ------------------------------- ------- ---------- ---------- Total current assets 3,674 4,130 ------------------------------- ------- ---------- ---------- Total assets 2 4,680 5,996 ------------------------------- ------- ---------- ---------- Current liabilities Trade and other payables (167) (415) Total current liabilities (167) (415) ------------------------------- ------- ---------- ---------- Total net assets 2 4,513 5,581 ------------------------------- ------- ---------- ---------- Equity Share capital 8 971 7,134 Share premium - 10,084 Retained earnings 4,114 (11,065) Share trust reserve (572) (572) ------------------------------- ------- ---------- ---------- Total equity 4,513 5,581 ------------------------------- ------- ---------- ----------
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 August 2015
Share Share Other Retained Translation Share Total capital premium reserves earnings reserve trust equity reserve GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 ----------------------- --------- --------- ---------- ---------- ------------ --------- --------- At 1 September 2013 7,134 10,084 871 (737) 144 (572) 16,924 Loss for the year - - - (11,199) - - (11,199) Other Comprehensive Expense - - - - (144) - (144) Discontinued operations - - (871) 871 - - - At 31 August
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2014 7,134 10,084 - (11,065) - (572) 5,581 ----------------------- --------- --------- ---------- ---------- ------------ --------- --------- Loss for the year - - - (1,068) - - (1,068) Capital restructuring - (10,084) - 10,084 - - - Cancellation of deferred shares (6,163) - - 6,163 - - - At 31 August 2015 971 - - 4,114 - (572) 4,513 ----------------------- --------- --------- ---------- ---------- ------------ --------- ---------
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 August 2015
31 August 31 August Note 2015 2014 GBP000 GBP000 -------------------------------------- ------- ---------- ---------- Cash flow from operating activities Cash (utilised in)/generated from operations 9 (574) 87 Income taxes (recovered)/ paid 32 272 -------------------------------------- ------- ---------- ---------- Net cash (outflow)/ inflow from operating activities (542) 359 -------------------------------------- ------- ---------- ---------- Investing activities Purchase of property, plant and equipment - (206) Sale of property, plant and equipment - 9 New loans issued (300) (1,000) Proceeds on disposal of discontinued operations - 11,226 Costs of disposal of discontinued operations - (822) Expenditure on intangible assets - (797) Interest received 137 17 -------------------------------------- ------- ---------- ---------- Net cash (used in)/generated from investing activities (163) 8,427 -------------------------------------- ------- ---------- ---------- Financing activities New loans taken out - - Repayment of loans - (4,499) Interest paid - (348) -------------------------------------- ------- ---------- ---------- Net cash used in financing activities - (4,847) -------------------------------------- ------- ---------- ---------- Net (decrease)/increase in cash, cash equivalents and bank overdrafts 10 (705) 3,939 Cash, cash equivalents and bank overdrafts at the start of the year 4,070 131 -------------------------------------- ------- ---------- ---------- Cash, cash equivalents and bank overdrafts at the end of the year 10 3,365 4,070 -------------------------------------- ------- ---------- ----------
ARMOUR GROUP PLC
Preliminary Announcement of the audited financial statements for the year ended 31 August 2015
1. Accounting Policies
Basis of preparation
The Group's Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board as adopted by the European Union ("Adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements under IFRS.
While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of IFRS, this announcement does not itself contain sufficient information to comply with IFRS. The Group expects to publish full financial statements that comply with IFRS in mid November 2014.
Various new standards, interpretations and amendments have become effective since 1 September 2013, but have had no material effect on the financial statements.
2. Segment Information
During the prior year the Group operated in the following main business segments, the results of these business segments up to the date of their disposal are included below:
Armour Automotive: The design, manufacture and supply of products for the in-vehicle communications and entertainment market;
Armour Home: The design, manufacture and supply of products into the hi-fi, home theatre, home entertainment and office furniture markets;
Armour Asia: The sale of Armour Automotive and Armour Home products into Asian markets and provision of supplier support services, including quality control, to the UK businesses; and
Central operations: The provision of Group-wide support services including finance and future product concepts to the other business segments within the Group.
These segments were considered on the basis of different products and services. The Revenue and profit/(loss) from operations of the trading segments have been included in (loss)/profit on discontinued operations, net of tax in the Consolidated Statement of Comprehensive Income.
Continuing operations Armour Armour Armour Central year ended 31 August Automotive Home Asia operations Total 2015 GBP000 GBP000 GBP000 GBP000 GBP000 ----------------------- ------------- --------- --------- ------------ --------- Revenue - - - - - Loss from operations - - - (378) (378) ----------------------- ------------- --------- --------- ------------ --------- Balance sheet Assets - - - 4,680 4,680 Liabilities - - - (167) (167) ----------------------- ------------- --------- --------- ------------ --------- Net Assets - - - 4,513 4,513 ----------------------- ------------- --------- --------- ------------ --------- Other Finance income - - - 137 137 Taxation Credit - - - 32 32 ----------------------- ------------- --------- --------- ------------ --------- Continuing operations Armour Armour Armour Central year ended 31 August Automotive Home Asia operations Total 2014 GBP000 GBP000 GBP000 GBP000 GBP000 ----------------------- ------------- --------- --------- ------------ --------- Revenue - - - - - Loss from operations - - - (939) (939) ----------------------- ------------- --------- --------- ------------ --------- Balance sheet Assets - - - 5,996 5,996 Liabilities - - - (415) (415) ----------------------- ------------- --------- --------- ------------ --------- Net Assets - - - 5,581 5,581 ----------------------- ------------- --------- --------- ------------ --------- Other Finance Expense - - - (150) (150) Taxation Credit - - - 11 11 ----------------------- ------------- --------- --------- ------------ --------- Discontinued operations Armour Armour Armour Central year ended 31 August Automotive Home Asia operations Total 2014 GBP000 GBP000 GBP000 GBP000 GBP000 -------------------------- ------------ --------- -------- ------------ --------- Revenue 8,915 14,987 1,154 - 25,056 Profit/(loss) from discontinued operations net of tax 3,524 (13,550) (45) - (10,071) -------------------------- ------------ --------- -------- ------------ ---------
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Geographical information
Revenue by location Total non-current assets by location of customers 2015 2014 2015 2014 GBP000 GBP000 GBP000 GBP000 ----------------- ----------- ---------- ------------------- ------------------ United Kingdom - 15,668 1,006 1,866 Sweden - 1,491 - - France - 1,111 - - Denmark - 233 - - Italy - 763 - - Hong Kong - 53 - - Other countries - 5,737 - - ----------------- ----------- ---------- ------------------- ------------------ - 25,056 1,006 1,866 ----------------------------- ---------- ------------------- ------------------ 3. Exceptional items
There were no exceptional items in the current year. Exceptional items in the prior year related to the redundancy costs at Head Office following the sale of the Armour Automotive division. The exceptional costs incurred are shown below:
31 31 August August 2014 2015 GBP000 GBP000 ------------------------- --------- ---------- Redundancy costs - 214 Total exceptional items - 214 ------------------------- --------- ---------- 4. Discontinued operations
During the prior year the Group disposed of both of its trading divisions, Armour Automotive was sold on the 31(st) March 2014 and Armour Home on 4(th) August 2014. The post tax gain/(loss) of discontinued operations was determined as follows:
Armour Armour Automotive Home Total GBP000 GBP000 GBP000 ----------------------------------------------------------- ----------- -------- -------- Revenue 8,915 16,141 25,056 Expenses other than finance costs (8,095) (16,604) (24,699) Finance costs (79) (153) (232) Tax (expense)/credit (166) 58 (108) Net asset value of associate - 929 929 Gain/(loss) from selling discontinued operations after tax 2,949 (13,966) (11,017) ----------------------------------------------------------- ----------- -------- -------- Profit/(loss) from discontinued operations 3,524 (13,595) (10,071) ----------------------------------------------------------- ----------- -------- -------- 31 August 31 August 2015 2014 Loss per share from discontinued operations pence pence -------------------------------------------- --------- --------- Basic loss per share - (10.76) Diluted loss per share - (10.76) -------------------------------------------- --------- ---------
The consolidated statement of cash flows includes the following amounts relating to discontinued operations:
31 August 31 August 2015 2014 GBP000 GBP000 ------------------------------------------------ --------- --------- Operating activities - 1,374 Investing activities - 9,410 Financing activities - (2,697) ------------------------------------------------ --------- --------- Net cash generated from discontinued operations - 8,087 ------------------------------------------------ --------- ---------
The consideration received in respect of the disposal of Armour Automotive was GBP11.2 million and there was nil cash consideration received in respect of Armour Home.
Armour Armour Automotive Home* Total Net assets disposed GBP000 GBP000 GBP000 --------------------------------- ----------- ------- ------- Property, plant and equipment 119 560 679 Goodwill 2,088 9,996 12,084 Intangibles 3,360 1,710 5,070 Trade and other receivables 3,822 3,207 7,029 Other financial assets 2,815 6,083 8,898 Cash, cash equivalents and loans (2,890) (2,720) (5,610) Trade and other payables (2,500) (4,126) (6,626) 6,814 14,710 21,524 --------------------------------- ----------- ------- -------
*Includes Armour Hong Kong Limited.
5. Taxation 31 August 31 August 2015 2014 GBP000 GBP000 -------------------------------------- ---------- ---------- Current taxation credit Adjustment in respect of prior years 32 17 Total current taxation credit 32 17 -------------------------------------- ---------- ---------- Deferred taxation credit UK operations - (5) Adjustment in respect of prior years - (1) Discontinued operations - - Overseas operations - - -------------------------------------- ---------- ---------- Total deferred taxation charge - (6) -------------------------------------- ---------- ---------- Total taxation credit 32 11 -------------------------------------- ---------- ----------
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to the result for the year are as follows:
31 August 31 August 2015 2014 GBP000 GBP000 --------------------------------------- ---------- ---------- Loss before taxation (478) (1,139) Loss multiplied by the rate of UK corporation tax of 20.58% (2014: 22.16%) 98 252 Effects of: Expenses not deductible for taxation purposes 4 (1) Carried forward losses not recognised (90) (229) Associate (12) (4) Discontinued operations - (23) Adjustments in respect of prior years 32 16 --------------------------------------- ---------- ---------- Total taxation credit 32 11 --------------------------------------- ---------- ---------- 6. Loss earnings per ordinary share
Basic loss per ordinary share are calculated using the weighted average number of ordinary shares in issue during the financial year of 93,627,496 (31 August 2014: 93,627,496). Diluted (loss)/earnings per ordinary share are calculated with reference to 93,627,496 (31 August 2014: 93,627,496) ordinary shares. The effect of the exercise of options on the weighted average number of ordinary shares in issue is nil (31 August 2014: Nil).
At 31 August 2015, the Armour Employees' Share Trust held 3,424,000 (31 August 2014: 3,424,000) ordinary shares. The weighted average number of ordinary shares held by the Armour Employees' Share Trust during the year of 3,424,000 (31 August 2014: 3,424,000) is not included in either the weighted average, or diluted weighted average, ordinary shares in issue during the financial year.
Underlying loss per ordinary share are also shown calculated by reference to earnings before exceptional items. The Directors consider that this gives a useful additional indication of underlying performance. The term "underlying" is not defined under IFRS and may not therefore be comparable with similarly titled profit measures reported by other entities.
31 August 2015 31 August 2014 Restated Basic Diluted Basic Diluted GBP000 pence pence GBP000 pence pence -------------------------- --------- ------- -------- --------- -------- -------- Loss for the year (1,068) (1.14) (1.14) (11,199) (11.96) (11.96) Discontinued operations, net of tax - - - 10,071 10.76 10.76 -------------------------- --------- ------- -------- --------- -------- --------
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