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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Evolve Capital | LSE:EVOL | London | Ordinary Share | GB00B29WXB29 | 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% | 0.375 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMEVOL
RNS Number : 0323N
Evolve Capital PLC
25 September 2012
25 September 2012
Evolve Capital plc
("Evolve" or the "Company")
Interim results for the six months ended 30 June 2012
Evolve Capital plc today announces its interim results for the six months ended 30 June 2012.
For further information please contact:
Evolve Capital plc Oliver Vaughan Tel: 020 7937 4445 Allenby Capital Limited (nominated adviser and broker) Nick Naylor Tel: 020 3328 5656 Nick Athanas
CHAIRMAN'S STATEMENT
I am pleased to report to you on the Company's activities during the six months to 30 June 2012.
As has been well documented, the economic environment for smaller, emerging companies remains particularly challenging in the UK.
During the period under review your Board has continued with its stated strategy of holding, and where necessary nurturing our existing investments. Meanwhile, we have where possible made further cuts to our own overheads in order to reduce the cost of what we believe will be a long wait for the market to revive.
We feel that we have an interesting spread of investments, a number of which have been harder hit than others by the adverse economic environment and some of which can be expected to flourish sooner than others. The diversity in our investments means that we are not exposed to any particular sector.
Evolve's investments at 30 June 2012 can be summarised as follows:
Investment Market Shares held Holding Cost (GBP) Fair Value by Evolve % at 30 June 2012 (GBP) ----------- -------------- ---------- ------------- Aconite Technology Ltd Private 201,190 2.7 211,249 22,738 ----------- -------------- ---------- ------------- -------------- Bluehone Holdings Plc PLUS 23,615,411 19.9 386,763 301,096 ----------- -------------- ---------- ------------- -------------- Central Asian Minerals and Resources Plc PLUS 1,002,259 7.3 507,450 536,871 ----------- -------------- ---------- ------------- -------------- Pulse Group Plc PLUS 6,079,888 6.6 328,595 59,431 ----------- -------------- ---------- ------------- -------------- Woodspeen Training Plc PLUS 3,000,000 8.3 450,000 267,750 ----------- -------------- ---------- ------------- -------------- 3D Diagnostic Imaging Plc AIM 78,974,354 32.8 1,789,925 312,146 ----------- -------------- ---------- ------------- --------------
Fair value of the PLUS quoted investments is calculated by reference to the bid price of the shares less a 15 per cent discount to reflect the relative illiquidity of the holdings concerned. At this time the Board of Evolve does not believe that the fair values could be achieved in a short-term realisation of the investments.
FINANCIAL PERFORMANCE
During the period under review the Group reported a loss before taxation of GBP613,000 (six months to 30 June 2011 loss before taxation GBP2,880,000). A major proportion of the reported loss in the period under review is represented by provisions for the diminution in value of the Group's investments and other assets.
At 30 June 2012 the Group had net assets of GBP4.3 million (30 June 2011 GBP6.9 million), which sum included cash balances of GBP0.8 million (31 December 2011 GBP1.2 million, 30 June 2011 GBP4.7 million).
During the coming months we will continue to focus on our core strategy and I look forward to advising you of further progress in due course.
Oliver Vaughan
Executive Chairman
24 September 2012
FINANCIAL REVIEW
Result before tax
During the first six months of 2012 the Company has reported a loss before taxation from Group operations of GBP613,000 as compared with a loss of GBP2,880,000 for the same period in 2011.
Income statement
The Group's results for the period include the results of the Company's wholly owned subsidiaries Astaire Group Limited, and St Helens Capital Partners LLP as well as the results of Evolve's other investment activities.
Taxation
There is no taxation charge for the period. During the same period in 2011 there was a tax credit of GBP849,000 for deferred tax on movements in the value of investments.
Earnings per share
The basic loss per share from continuing operations was 0.20 pence (30 June 2011: loss of 0.72 pence per share). The diluted loss per share from continuing operations was 0.16 pence (30 June 2011: loss of 0.53 pence per share). The dilution arises from the issue of warrants, with a subscription price of 0.5 pence per share and exercisable at any time up until 30 June 2020, in substitution for the Unsecured Convertible Loan Notes 2020 that were redeemed in August 2011.
Balance sheet
At 30 June 2012, the carrying value of intangible assets on the balance sheet was GBP13,000 (2011: GBP121,000) which related wholly to St Helens Capital Partners LLP.
At 30 June 2012 the Group held net cash balances of GBP0.8 million (30 June 2011: GBP4.7 million).
Going concern
As part of its regular assessment of the prospects for the Group, the Board has reviewed a plan to 31 December 2013. Whilst Group cash balances have decreased during 2012, the Directors believe that the Group has sufficient cash resources to meet its requirements.
In the light of this consideration and of the other resources and options currently available to the Group, the Directors have a reasonable expectation at the time of approving the interim financial statements that the Company and the Group will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the interim financial statements.
Oliver Vaughan
Executive Chairman
24 September 2012
CONDENSED CONSOLIDATED INCOME STATEMENT
for the six months ended 30 June 2012
Unaudited Unaudited Audited Six months Six months Year ended to to 31 December 30 June 12 30 June 11 11 GBP'000 GBP'000 GBP'000 Fee and commission income 143 287 492 Fee and commission expenses - - (2) Net fee and commission income 143 287 490 Other income 20 639 639 Total income 163 926 1,129 Profit on disposal of available-for-sale investments - 1,139 1,159 Loss on fair value through profit and loss investments (191) (3,567) (4,481) Loss on sale of subsidiary undertaking - (241) (241) Operating expenses Impairment of other intangibles - - (31) Amortisation of other intangibles (38) (38) (77) Other operating expenses (563) (1,112) (2,348) ------------------------------------------- ------------- ------------- -------------- Total operating expenses (601) (1,150) (2,456) Operating loss (629) (2,893) (4,890) Investment revenue 16 30 50 Finance costs - (17) (40) Loss on ordinary activities before taxation (613) (2,880) (4,880) Taxation credit - 849 846 Loss from continuing operations (613) (2,031) (4,034) Discontinued operations Profit from discontinued operations - 73 46 Loss for the period (613) (1,958) (3,988) ============= ============= ============== Attributable to: Owners of the Company (613) (1,831) (3,723) Non-controlling interests - (127) (265) ------------- ------------- -------------- (613) (1,958) (3,988) ============= ============= ============== Loss per ordinary share (pence) From continuing operations - Basic (0.20) (0.48) (0.72) - Diluted (0.16) (0.48) (0.53) ============= ============= ============== From continuing and discontinued operations - Basic (0.20) (0.48) (0.69) - Diluted (0.16) (0.48) (0.51) ============= ============= ==============
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 June 2012
Unaudited Unaudited Audited Six months Six months Year ended to to 31 December 30 June 12 30 June 11 11 GBP'000 GBP'000 GBP'000 Loss for the period (613) (1,958) (3,988) ============= ============= ============== Other comprehensive income: Gains on revaluation of available-for-sale investments taken to equity, net of tax (240) (448) (618) Transferred to profit or loss on sale of available-for-sale investments - (1) (1) Deferred tax relating to components of other comprehensive income 20 84 146 Other comprehensive income for the period, net of tax (220) (365) (473) Total comprehensive income for the period (833) (2,323) (4,461) ============= ============= ============== Total comprehensive income attributable to: Owners of the Company (833) (2,223) (4,294) Non-controlling interests - (100) (167) ------------- ------------- -------------- (833) (2,323) (4,461) ============= ============= ==============
CONDENSED CONSOLIDATED BALANCE SHEET
as at 30 June 2012
Unaudited Unaudited Audited 30 June 30 June 31 December 12 11 11 GBP'000 GBP'000 GBP'000 ASSETS Non-current assets Intangible assets 13 121 52 Property, plant and equipment 4 5 3 Total non-current assets 17 126 55 Current assets Trade and other receivables 645 1,345 734 Available-for-sale investments 3,127 3,050 3,462 Fair value through profit and loss investments 312 918 503 Cash and cash equivalents 836 4,740 1,169 Total current assets 4,920 10,053 5,868 Total assets 4,937 10,179 5,923 =========== =========== ============== LIABILITIES Current liabilities Trade and other payables 606 733 739 Total current liabilities 606 733 739 Non-current liabilities Deferred tax liabilities 20 99 40 Convertible loan stock - 178 - Total non-current liabilities 20 277 40 Total liabilities 626 1,010 779 ----------- ----------- -------------- EQUITY Share capital 1,911 1,890 1,911 Share premium 11,758 11,789 11,758 Equity reserve 247 247 247 Fair value and other reserves 27 329 150 Retained deficit (9,632) (7,279) (8,922) Parent Company's shareholders' equity 4,311 6,976 5,144 Non-controlling interests - 2,193 - Total equity and liabilities 4,937 10,179 5,923 =========== =========== ==============
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 June 2012
Equity Fair Total Minority reserve value interest and Share Share other Retained Total capital premium reserves earnings equity GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Balance at 31 December 2010 1,890 11,789 247 721 (5,448) 9,199 2,293 11,492 Loss for the period - - - - (1,831) (1,831) (127) (1,958) Other comprehensive income for the period - - - (392) - (392) 27 (365) Balance at 30 June 2011 1,890 11,789 247 329 (7,279) 6,976 2,193 9,169 Issue of share capital 21 259 - - - 280 - 280 Share issue expenses / Costs associated with acquisition of non-controlling interest - (290) - - - (290) - (290) Consideration given for non- controlling interest - - - - - - (1,877) (1,877) Transfer of equity reserves arising from acquisition of non-controlling interest - - - - 249 249 (249) - Loss for the period - - - - (1,892) (1,892) (138) (2,030) Other comprehensive income for the period - - - (179) - (179) 71 (108) Balance at 31 December 2011 1,911 11,758 247 150 (8,922) 5,144 - 5,144 Loss for the period - - - - (613) (613) - (613) Transfer between reserves - - - 97 (97) - - - Other comprehensive income for the period - - - (220) - (220) - (220) Balance at 30 June 2012 1,911 11,758 247 27 (9,632) 4,311 - 4,311 ================== =========== =========== =========== ========== =========== ========= =========== ==========
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the six months ended 30 June 2012
Unaudited Unaudited Audited Six months Six months Year ended to to 31 December 30 June 12 30 June 11 11 GBP'000 GBP'000 GBP'000 Net cash generated/(used) in operating activities (343) (2,215) 600 ------------- ------------- -------------- Investing activities Interest received - 20 32 Dividends received 16 14 18 Proceeds on disposal of available-for-sale investments - 2,508 47 Purchases of available-for-sale investments (5) (931) (619) Purchases of fair value through profit and loss Investments - - (500) Purchases of property, plant and equipment (1) - - Acquisition of non-controlling interest of subsidiary - - (1,877) Disposal of subsidiary - 881 (506) Net cash from/(used in) investing activities 10 2,492 (3,405) ------------- ------------- -------------- Financing activities Repayment of loan stock - - (1,254) Repayment of director's loan - - (100) Proceeds from issue of ordinary share capital - - 280 Proceeds from issue of convertible loan stock - - 775 Loan raised on director - - 100 Expenses of share issue - - (290) Net cash from financing activities - - (489) ------------- ------------- -------------- Net increase/(decrease) in cash and cash equivalents (333) 277 (3,294) Cash and cash equivalents at beginning of period 1,169 4,463 4,463 Cash and cash equivalents at end of period 836 4,740 1,169 ============= ============= ==============
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
for the six months ended 30 June 2012
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 2011.
The information for the year ended 31 December 2011 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.
A copy of the Interim Report will be sent to shareholders in October 2012, will be available from the Company's registered office at 223a Kensington High Street, London W8 6SG and will also be available on the Company's website at www.evolvecapital.co.uk.
2. EARNINGS PER SHARE
The calculation of the basic and diluted loss per ordinary share is based on the following data.
Six months ended 30 June 2012 Six months ended 30 June 2011 Continuing Continuing Continuing Continuing operations & discontinued operations & discontinued operations operations GBP'000 GBP'000 GBP'000 GBP'000 Earnings Loss for the purposes of basic loss per share (613) (613) (2,031) (1,958) Effect of dilutive potential ordinary shares: Interest on convertible loan notes - - 17 17 Loss for the purposes of diluted earnings per share (613) (613) (2,014) (1,941) ============== ================= ============== ================= No. No. No. No. Weighted average number of shares Number of shares for the purposes of basic loss per share 304,919,553 304,919,553 283,356,099 283,356,099 Effect of dilutive potential ordinary shares: Convertible loan notes 76,741,720 76,741,720 95,927,150 95,927,150 Number of shares for the purposes of diluted loss per share 381,661,273 381,661,273 379,283,249 379,283,249 ============== ================= ============== =================
Reconciliations of the loss and weighted average number of shares used in the calculations are set out in the table below.
Six months ended 30 June Six months ended 30 June 2012 2011 Loss Weighted Earnings Loss Weighted Earnings GBP'000 Average per share GBP'000 Average per share Number (pence) Number (pence) of of shares shares Basic loss per share Loss from continuing and discontinued operations (613) 304,919,553 (0.20) (1,958) 283,356,099 (0.69) ============= ============= Adjustment to - - 73 - exclude earnings from discontinued operations Loss from continuing operations excluding discontinued operations (613) 304,919,553 (0.20) (2,031) 283,356,099 (0.72) ============= ============= Diluted loss per share Loss from continuing and discontinued operations (613) 381,661,273 (0.16) (1,941) 379,283,249 (0.51) ============= ============= Adjustment to - - 73 - exclude earnings from discontinued operations Loss from continuing operations excluding discontinued operations (613) 381,661,273 (0.16) (2,014) 379,283,249 (0.53) ============= ============= 3. POST BALANCE SHEET EVENTS
In August 2012 one of the Company's investment companies, 3D Diagnostic Imaging plc, announced that it had made significant reductions to its cost base and intended to delist from the AIM market. In September 2012, 3D announced that it had subsequently entered into an agreement to sell its operating business to a limited company that was to be established especially for the purpose, to adopt a new investment policy and to become an investment company.
Also in September another of the Company's investment companies, Pulse Group plc, announced that it was to delist from the PLUS-quoted market.
Whilst these developments may prove to be in the long term interest of the companies, the short term impact has been to significantly reduce the companies' share prices.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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