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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Astaire Grp | LSE:ASTR | London | Ordinary Share | GB0031792194 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.125 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMASTR
RNS Number : 8981O
Astaire Group Plc
26 September 2011
Astaire Group Plc
INTERIM CONDENSED FINANCIAL STATEMENTS
for the six months ended 30 June 2011
Chairman's Statement
The first half of 2011 was dominated by a series of corporate events for Astaire, including:
1. The completion of the disposal of Dowgate Capital Stockbrokers Limited ("Dowgate") in February;
2. The disposal of Rowan Dartington & Co Limited ("Rowan Dartington") in March; and
3. The settlement of the litigation in relation to Izodia PLC in June.
The effect of these transactions, as described in previous announcements, has been that the Astaire Group:
1. Has no operating businesses or staff, other than Chris Roberts, the Finance Director; and
2. Is now implementing plans to put in place a Scheme of Arrangement with Evolve Capital PLC, Astaire's majority shareholder, under which shareholders will be able to elect for cash or receive shares in Evolve Capital Plc ("Evolve"). Under this arrangement, Astaire would become a wholly owned subsidiary of Evolve and its quotation on AIM would be cancelled. The Scheme document was posted to shareholders on 14 September 2011.
These are described in more detail below.
Background
Astaire had three principal businesses in 2010, namely Astaire Securities, Dowgate and Rowan Dartington. Up until May 2010, the Group strategy was focussed upon the concept of consolidating a number of small financial services businesses into one group with greater critical mass. It became increasingly clear that this strategy, while attractive in principle, was extremely difficult to implement successfully. At the same time, a subsidiary (Corporate Synergy Holdings Limited), which owned the Astaire Securities business, received a claim from lawyers acting for Izodia Plc for an amount in excess of GBP4 million, plus expenses and costs, which were expected to be very substantial.
In the face of this litigation, which created severe uncertainty within the operating businesses and an impending catastrophic loss of staff the Astaire Group was compelled to adopt a new strategy in order to improve prospects for shareholders, which involved disposing of all of the operating business of the company. This process was finally completed in March 2011, with the disposal of Rowan Dartington, but the Group was still unable to access and therefore release any significant funds to shareholders while the litigation was continuing.
The litigation was settled in June 2011. The effects of this settlement, which resulted in a payment by Astaire of GBP500,000 towards the costs of Izodia, were:
1. To end the very costly legal process associated with the case (running at approximately GBP100,000 a month);
2. To free up the cash held within Corporate Synergy Holdings Limited, following the sale of Astaire Securities, for use elsewhere in the Group; and
3. To finalise the arrangements with the Group's insurers. The company has now received in excess of GBP600,000 from its insurers in relation to costs arising from this case.
Current position
The stated strategy of the Astaire Board has been to maximise the cash return to shareholders. The Board has carefully considered ways to achieve this and believes that the best way is to implement a scheme of arrangement with its majority shareholder, for the following reasons:
1. It offers an immediate realisation for shareholders other than Evolve. Shareholders do not have to wait for the unwinding of various continuing financial obligations and non-cash assets in the Astaire Group. These include, for example, lease liabilities, dismantling the corporate structure, shares and loan notes held in Rowan Dartington Holdings Limited, the company which acquired Rowan Dartington;
2. Reserves against potential liabilities (such as warranties given on the disposals) do not have to be deducted from any proceeds, as Evolve will have sole exposure to all Astaire liabilities when the Scheme goes through (as Astaire will then be wholly owned by Evolve); and
3. For those shareholders who wish to retain an equity interest in the Astaire Group's assets they may do so by accepting shares in Evolve, rather than taking the cash on the implementation of the Scheme of Arrangement.
The current position is that the Scheme Document, Form of Election and Forms of Proxy have been sent to shareholders whereby shareholders can elect to receive 2p per Astaire share, subject to the passing of all resolutions at the Shareholder Meetings scheduled for 7 October 2011 and the subsequent final approval of the Court.
Results
The loss for the six months ended 30th June 2011 amounted to GBP275,000 (2010 Loss GBP2,776,000).
Shareholders should note that all trading operations are now discontinued and the remaining activities of the Group relate solely to managing the residual investments as well as seeking to minimise ongoing liabilities.
James Noble
Chairman
26 September 2011
Condensed Consolidated Income Statement for the six months ended 30 June 2011
Unaudited Unaudited Audited Six months Six months Year ended to to 31 December 30 June 11 30 June 10 10 GBP'000 GBP'000 GBP'000 Fee and commission income - 7,406 - Fee and commission expenses - (1,260) - -------------------------------- ------------- ------------- -------------- Net fee and commission income - 6,146 - Other income 639 499 - -------------------------------- ------------- ------------- -------------- Total income 639 6,645 - Profit on disposal of available-for-sale investments 1,139 7 282 (Loss) / gain on fair value through profit and loss investments (929) (425) (263) Loss on sale of subsidiary (648) - (799) Operating expenses Impairment of goodwill and other intangibles - (1,393) - Amortisation of other intangibles - (232) - Restructuring costs - (260) - Share-based payments credit - - 85 Share-based payments charge - (83) - Other operating expenses (704) (7,250) (2,391) -------------------------------- ------------- ------------- -------------- Total operating expenses (704) (9,218) (2,306) Operating loss (503) (2,991) (3,086) -------------------------------- ------------- ------------- -------------- Investment revenue 26 66 36 Loss on ordinary activities before taxation (477) (2,925) (3,050) Taxation 130 149 183 -------------------------------- ------------- ------------- -------------- Loss from continuing operations (347) (2,776) (2,867) ================================ ============= ============= ============== Discontinued operations Profit / (loss) from discontinued operations 72 - (4,802) -------------------------------- ------------- ------------- -------------- Loss for the period (275) (2,776) (7,669) ================================ ============= ============= ============== Loss attributable to equity shareholders of Astaire Group Plc (275) (2,776) (7,669) ================================ ============= ============= ============== Loss per ordinary share (pence) From continuing operations - Basic (0.17) (1.35) (1.40) - Diluted (0.17) (1.35) (1.40) ================================ ============= ============= ============== From continuing and discontinued operations - Basic (0.13) (1.35) (3.74) - Diluted (0.13) (1.35) (3.74) ================================ ============= ============= ==============
Condensed Consolidated Statement of Comprehensive Income for the six months ended 30 June 2011
Unaudited Unaudited Audited Six months Six months Year ended to to 31 December 30 June 11 30 June 10 10 GBP'000 GBP'000 GBP'000 Loss for the period (275) (2,776) (7,669) ================================ ============= ============= ============== Other comprehensive income: Gains on revaluation of available-for-sale investments taken to equity, net of tax 60 25 20 Transferred to profit or loss on sale of available-for-sale investments (1) (4) (63) -------------------------------- ------------- ------------- -------------- Other comprehensive income for the period, net of tax 59 21 (43) -------------------------------- ------------- ------------- -------------- Total comprehensive income for the period (216) (2,755) (7,712) ================================ ============= ============= ============== Total comprehensive income attributable to equity shareholders of Astaire Group Plc (216) (2,755) (7,712) ================================ ============= ============= ==============
Condensed Consolidated Balance Sheet as at 30 June 2011
Unaudited Unaudited Audited 30 June 30 June 31 December 11 10 10 GBP'000 GBP'000 GBP'000 ASSETS Non-current assets Goodwill - 408 - Other intangible assets - 3,037 - Property, plant and equipment - 724 - Total non-current assets - 4,169 - ----------- ----------- -------------- Current assets Trade and other receivables 778 10,396 1,369 Available-for-sale investments 1,752 1,079 565 Fair value through profit and loss investments - 1,139 929 Cash and cash equivalents 4,534 5,633 4,004 Assets held for sale - - 7,679 ----------- ----------- -------------- Total current assets 7,064 18,247 14,546 ----------- ----------- -------------- Total assets 7,064 22,416 14,546 =========== =========== ============== LIABILITIES Current liabilities Trade and other payables 605 10,030 2,366 Current tax liabilities - 20 1 Liabilities directly associated with assets held for sale - - 5,374 Total current liabilities 605 10,050 7,741 ----------- ----------- -------------- Non-current liabilities Deferred tax liabilities - 744 130 Total non-current liabilities - 744 130 ----------- ----------- -------------- Total liabilities 605 10,794 7,871 ----------- ----------- -------------- EQUITY Share capital 205 205 205 Share premium 17,631 17,631 17,631 Merger reserve - 938 - Fair value and other reserves 70 75 11 Retained earnings (11,447) (7,227) (11,172) ----------- ----------- -------------- Parent company's shareholders' equity 6,459 11,622 6,675 ----------- ----------- -------------- Total equity and liabilities 7,064 22,416 14,546 =========== =========== ==============
Condensed Consolidated Statement of Changes in Equity as at 30 June 2011
Fair value and Share Share Merger other Retained Total capital premium Reserve reserves Earnings Equity GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Balance at 1 January 2010 205 17,631 938 54 (4,534) 14,294 Share-based payments - - - - 83 83 Total comprehensive income for the period - - - 21 (2,776) (2,755) Balance at 30 June 2010 205 17,631 938 75 (7,227) 11,622 ---------------- --------- --------- --------- ---------- ---------- --------- Share-based payments - - - - 10 10 Total comprehensive income for the period - - - (64) (4,893) (4,957) Transfer to retained earnings - - (938) - 938 - ---------------- --------- --------- --------- ---------- ---------- --------- Balance at 31 December 2010 205 17,631 - 11 (11,172) 6,675 ---------------- --------- --------- --------- ---------- ---------- --------- Total comprehensive income for the period - - - 59 (275) (216) ---------------- --------- --------- --------- ---------- ---------- --------- Balance at 30 June 2011 205 17,631 - 70 (11,447) 6,459 ================ ========= ========= ========= ========== ========== =========
Condensed Consolidated Statement of Cash Flows for the six months ended 30 June 2011
Unaudited Unaudited Audited Six months Six months Year ended to to 31 December 30 June 11 30 June 10 10 GBP'000 GBP'000 GBP'000 Net cash used in operating activities (1,982) (1,883) (3,317) ------------- ------------- -------------- Investing activities Interest received 16 49 49 Dividends received 13 17 17 Proceeds on disposal of available-for-sale investments 2,508 92 349 Purchases of available-for-sale investments (906) (38) (212) Purchases of property, plant and equipment - (418) (434) Disposal of subsidiaries 881 - (263) Net cash used in investing activities 2,512 (298) (493) ------------- ------------- -------------- Net decrease in cash and cash equivalents 530 (2,181) (3,810) Cash and cash equivalents at beginning of period 4,004 7,814 7,814 Cash and cash equivalents at end of period 4,534 5,633 4,004 ============= ============= ==============
Notes to the Interim Condensed Financial Statements
1. ACCOUNTING POLICIES
The Interim Report is unaudited and does not constitute statutory accounts within the meaning of section 435 of the Companies Act 2006.
The accounting policies used in the preparation of the Interim Report are consistent with those set out in the Annual Report and Accounts for the year ended 31 December 2010.
For the year ended 31 December 2010 the Group has adopted International Financial Reporting Standard 3 "Business Combinations" (revised 2008) and International Accounting Standard 27 "Consolidated and Separate Financial Statements" (revised 2008). There is no impact associated with these changes in these Interim Condensed Financial Statements.
The information for the year ended 31 December 2010 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
The interim condensed financial statements will be circulated to all shareholders by 4 October 2011 and will be available from the Company's registered office at 46 Worship Street, London EC2A 2EA and also in accordance with Rule 20 of the AIM Rules, on the Company's website at www.astairegroup.co.uk.
2. TAXATION
The tax credit for the six months to 30 June 2011 reflects all the necessary provisions for current tax, taking into account the availability of losses brought forward, and movements in deferred tax with reference to the adjustments necessary under IFRS. In arriving at the effective tax rate account has been taken of the change in the rate of tax charged, and the disallowance of the cost of share-based payments charged to the income statement. Current income tax expense is recognised in these interim consolidated financial statements based on management's best estimates of the annual income tax liability expected for the full financial year.
3. LOSS PER SHARE
The calculation of the basic loss per ordinary share is based on the loss on ordinary activities after tax and on the weighted average number of ordinary shares in issue during the period. The calculation of diluted loss per ordinary share is based on the basic loss per ordinary share adjusted to allow for the issue of shares on the assumed conversion of all dilutive options and warrants.
Reconciliations of the loss and weighted average number of shares used in the calculations are set out in the tables below.
Continuing operations
Six months ended 30 June Six months ended 30 June 2011 2010 Weighted Weighted Average Loss Average Loss Number per Number per Loss of share Loss of share GBP'000 shares (pence) GBP'000 shares (pence) Basic loss per ordinary share (347) 205,309,518 (0.17) (2,776) 205,309,518 (1.35) Diluted loss per ordinary share (347) 205,309,518 (0.17) (2,776) 205,309,518 (1.35) ========= ============= ========= ========= ============= =========
Continuing and discontinued operations
Six months ended 30 June Six months ended 30 June 2011 2010 Weighted Weighted average Loss average Loss number per number per Loss of share Loss of share GBP'000 shares (pence) GBP'000 shares (pence) Basic loss per ordinary share (275) 205,309,518 (0.13) (2,776) 205,309,518 (1.35) ========= ========= Diluted loss per ordinary share (275) 205,309,518 (0.13) (2,776) 205,309,518 (1.35) ========= ============= ========= ========= ============= =========
Discontinued operations
Six months ended 30 June Six months ended 30 June 2011 2010 Weighted Weighted average Earnings average Loss number per number per Profit of share Loss of share GBP'000 shares (pence) GBP'000 shares (pence) Basic earnings per ordinary share 72 205,309,518 0.04 - - - ========== ========= Diluted earnings per ordinary share 72 205,309,518 0.04 - - - ========= ============= ========== ========= ========== =========
This information is provided by RNS
The company news service from the London Stock Exchange
END
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