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EVOL Evolve Capital

0.375
0.00 (0.00%)
31 May 2024 - Closed
Delayed by 15 minutes
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

Evolve Capital PLC Half Yearly Report (0323N)

25/09/2012 7:00am

UK Regulatory


Evolve Capital (LSE:EVOL)
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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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