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| Share Name | Share Symbol | Market | Stock Type |
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| Falk IS. Hldgs | FKL | London | Ordinary Share |
| Price Change | Price Change % | Share Price | Last Trade
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| 0.00 | 0.00% | 191.50 | 01:00:00 |
| Open Price | Low Price | High Price | Close Price | Previous Close |
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| 191.50 | 191.50 |
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Posted at 12/4/2016 08:26 by ifthecapfits RNS Number : 8549UFalkland Islands Holdings PLC 12 April 2016 12 April 2016 Falkland Islands Holdings plc ("FIH" or "the Group") Pre-Close Trading Update Falkland Islands Holdings plc ("FIH"), the AIM quoted international specialist services group with businesses in the Falkland Islands and UK, is pleased to provide the following update on trading for the year ended 31 March 2016. -- Trading in the second half was satisfactory; profitability, although lower compared to H2 last year, was broadly in line with expectations, albeit the Full Year Underlying Profit before Tax is likely to be some 10-15% lower than the prior year at c GBP3.0-GBP3.2million -- The Group's cash flow was strong and FIH ended the year with record cash balances of GBP14.0million, an increase of over GBP6million compared to 31 March 2015 (GBP7.4million). Operational Highlights: -- Falkland Islands Company - In the Falklands, trading was buoyant with FIC's contribution at record levels as the business took advantage of the significant boost to the economy from the offshore oil exploration drilling. Momart - At the Group's art handling and logistics business, Momart, profitability improved in H2, compared to the first half, helped by modest sales growth, although profits were still markedly lower for the full year, following significant investment in marketing and sales infrastructure and continuing competitive pressure in a slowing global art market. -- Portsmouth Harbour Ferry Company - Passenger numbers were 3.3% lower than in the prior year, but trading at the Group's passenger ferry business was broadly satisfactory, at levels only slightly below 2014-15. -- Group Trading performance - The Group's overall trading performance for the year to 31 March 2016 (i.e. underlying pre-tax profits, before amortisation and non-trading items), is expected to show a 10-15% decrease in comparison to the prior year, principally due to the reduced contribution from Momart. -- At a non-trading level, restructuring in the UK and Falklands, designed to reduce ongoing overheads, was more than offset by the GBP0.4million of profits generated in the first half from the sale of the Group's residual holding of 5million shares in Falkland Oil and Gas in April 2015. -- Cash and Bank Borrowings - At 31 March 2016, the Group had cash balances of GBP14.0 million and bank borrowings of GBP3.3million, i.e. net cash of GBP10.7million (GBP6.7million at 31 March 2015) Strategic Highlights: -- The impact of low oil prices and market backdrop has delayed oil development in the Falklands, resulting in the Group shifting its strategic growth focus in the near term towards developing its UK operations through further investment in existing businesses and through the pursuit of high quality acquisitions. -- Strategy is aimed at creating a larger quoted entity with a wider appeal to investors that will in turn enhance shareholder liquidity and the Group's rating. -- Execution of this strategy will be aided by the Group's record cash reserves of GBP14million (GBP1.13 per share) and the Group's solid existing earnings base which provides untapped borrowing capacity. Operational detail: Falkland Islands Company ("FIC") - As expected, the Group's Falklands business continued to benefit from the uplift in economic activity linked to the exploration drilling programme seen in the first half. Although drilling was brought to an end in February 2016, support company activity continued through to 31 March and will not tail off until early in the next financial year. Retail demand grew and sales at FIC's flagship West Store increased to record levels. Property income was boosted by corporate oil related lets and vehicle hire and new vehicle sales also reached record levels. Construction activity remained buoyant and although the Group's construction Joint Venture, "SAtCO" had largely completed oil related construction contracts in the prior year, equipment rental to support the drilling programme and local work for government and Ministry of Defence lead contractors at MPA helped SAtCO's contribution remain at healthy levels. Some limited restructuring of the local management team was undertaken at the end of the financial year in order to right- size the business for the quieter trading period that will follow the departure of the oil rig next year. Momart - After a first half with flat sales and profits impacted by the effects of increased investment spend on marketing, business development and improved systems, Momart saw a modest increase in revenue in H2 and this helped lift profitability. However the fiercely competitive UK and international art market saw a continued squeeze on margins. This, coupled with a lower level of lucrative, high added value, overseas sales, meant that Momart's H2 contribution, although showing some improvement on the first half, remained lower than the prior year. For the full year, the impact of increased investment, a less lucrative sales mix and continuing competitive pressure saw a marked fall in full year profitability. Despite this dip, prospects for future growth over the medium term remain positive, and construction is now well advanced on a new state of the art storage facility at the company's Leyton site which will add 33% to capacity. Completion is scheduled for mid-summer 2016 and Momart's pre-letting of this additional space is now underway. Portsmouth Harbour Ferry Company ("PHFC") - Ferry trading performance was satisfactory. Revenues were essentially flat, with a continuing 3.3% decline in passenger numbers, caused by the increased appeal of car travel linked to cheap petrol, a subsidised Park & Ride scheme, and the passenger disruption caused by Portsmouth Council's modernisation and reshaping of the passenger interchange at Portsmouth Hard. However these negative factors were largely offset by the 3% fare increase put through in June 2015. Additional activity from the highly successful Americas Cup racing off Portsmouth Harbour helped boost cruising income in summer 2015. Increased wage costs and additional depreciation from the company's newly commissioned ferry, "Harbour Spirit", were partially offset by a fall in marine diesel fuel costs. Overall operating costs increased by 2-3% in the year leading to a small decrease in profitability. Outlook: For the year ahead, we anticipate a quieter period in the Falklands. The squid catch this Spring has dropped back from the exceptional levels seen in the previous two years and in retailing, FIC's principal competitor has recently launched a 33% expansion of its store. Given this and the conclusion of exploration drilling for the foreseeable future, FIC will face significant headwinds in the coming year and profits at FIC are expected to revert to the more normal "pre-oil" levels seen in prior years. At PHFC, in the coming year the emphasis will be on tight cost control, in the face of short term pressures on passenger numbers caused by cheap petrol and physical disruption caused by the reconfiguration of the passenger interchange at the Portsmouth ferry terminal. In the longer term, plans to expand the Portsmouth naval base and new proposals to redevelop the harbour at Gosport should help to reverse the decline seen in recent years. At Momart, we anticipate a stabilising of the core trading position as we see the benefit of the recent investment in sales and marketing feed through to underpin continued sales growth and shore up margins. Initially though, the warehouse expansion will be a drag on profits, with an increase in fixed costs not fully covered by new storage revenue in the first year. Over the medium term however, as Momart's new facilities reach capacity, prospects for a steady and sustained recovery in profitability are good. Future Group Strategy The low price of oil means that the development of proven oil reserves in the Falklands will now be delayed and although the board of FIH remains confident that oil production and dramatic economic growth will ensue in the Falklands in due course, the timing of this remains uncertain. However, following the substantial capital and human investment in FIC seen in the past few years, the company is well placed to take full advantage of the growth that will ultimately emerge. With further growth in the Falklands now delayed, the Group's focus in the near term has shifted to developing its UK operations through further investment in its existing businesses and through the pursuit of high quality acquisitions. This strategy, to create a platform for sustainable long term growth, is aimed at creating a larger quoted entity with a wider appeal to investors that will in turn enhance shareholder liquidity and the Group's rating. Execution of this strategy will be aided by the Group's record cash reserves of GBP14million (GBP1.13 per share) and the Group's solid existing earnings base which provides untapped borrowing capacity. The Board's policy of re-investing profits to support accelerated growth will continue and the Group currently has no plans to reintroduce the payment of a dividend. The Group's Preliminary Results for the year ended 31 March 2016 are expected to be released on Tuesday 14(th) June 2016. Chairman of FIH, Edmund Rowland, commented: "The Group has delivered another solid trading performance, in line with expectations, and with strong positive cash flow closing the year with record cash balances of GBP14million, giving cash per FIH share of GBP1.13. "As Chairman, I remain keen to build on the secure foundations already established and to build the Group's long term success with a focus on growth through investment and selective acquisitions. The Group's strong cash position and significant borrowing capacity will be key factors facilitating this growth. (MORE TO FOLLOW) Dow Jones Newswires April 12, 2016 02:00 ET (06:00 GMT) "In the Falklands, we remain confident about FIC's exceptional long term potential following a recovery in the oil price and in the near term we have a healthy profitable business that has little immediate need for heavy further investment. "In the UK, the Group continues to benefit from its two established specialist services businesses, Momart and PHFC, and beyond this solid base we see further opportunities to develop the scale of the Group's activities through selective, focussed acquisitions and organic growth. I look forward to updating the market on our growth strategy as the year progresses, as we seek out opportunities that will create an enhanced platform for sustainable long term growth." - Ends - Enquiries: Falkland Islands Holdings plc Edmund Rowland, Chairman Tel: 020 7087 7970 John Foster, Managing Director Tel: 01279 461 630 WH Ireland Ltd. - NOMAD and Broker to FIH Adrian Hadden / Mark Leonard Tel: 020 7220 1666 FTI Consulting Edward Westropp / Eleanor Purdon Tel: 020 3727 1000 This information is provided by RNS |
Posted at 21/4/2015 08:39 by c2b CH1ckBut like many other small cap AIM companies that have gone before it that have cancelled their dividends, losing all financial planning, accountability, and discipline, cash flow difficulties will more likely surface, the company go into Administration, be bought out for a song by management and a 'strategic stake investor' just as first oil is only months away. I'm sorry but we've seen this sort of thing time, and time again, elsewhere on AIM ! |
Posted at 10/4/2015 21:39 by ghostofahangman I sold out a few years back, but have sat on the sidelines watching, I could believe my eyes when I noticed the BOD had decided to sell the majority of the FOGL holding, 10 days before the Zebedee hit, the FOGL holding was one of the main reasons most investors are in here, giving us a low risk entry into exploration.but then there is the decent yield to fall back on, hang on... |
Posted at 26/5/2014 19:40 by lak342 Rumour mill rife on new drilling rig for Falklands by the Contrarian Investor |
Posted at 19/11/2013 08:47 by whackford Looks like a few more fingers likely to get burnt again here, unless taking a very long term view. According to last Sunday's Sunday Times (Danny Fortson), Premier looking to farm down which will delay Sea Lion further - first oil by 2020 if lucky - in which case no big spend until then by Falklands government. What if Premier unable to farm down? Also recent bad news at Portsmouth (BAe dockyard) could be adversely material for the ferry (300 workers live at Gosport according to local press). The share price has been blown up on back of Motley Fool tip. Probably will pay investors to wait for sub 350p within three months. |
Posted at 18/6/2012 13:10 by mr hangman That's one of the problems here, the stocks very illquid, lots of investorswould love to buy in but can only get small amounts of stock, so some don't bother, not sure i know the answer to the problem.. |
Posted at 18/6/2012 10:31 by mr hangman Yes, a few more new investors coming in, and who can blame them, joiningthe biggest shovel & pick story in the last 50 years |
Posted at 17/6/2012 19:15 by tradesmarter copy of my post to iii thought you may like a readAgreed for me I see around 320 stop area and short term resistance will be "blown away" by any signifcant discoveries .. 320 likely support if no significant immedaite discoveries.....ahea IC VIEW tips and ideas Falkland Islands Holdings PLC (uk:FKL) Speculative Low RISK . Bull points Share price could double in a matter of months Strong trading in core business Downside limited to 20 per cent Solid dividend track record Bear points Falklands oil has a history of disappointment The 'Malvinas' issue never far away With drilling scheduled to start imminently on one of the most exciting oil prospects in the Falkland Islands, a steady support services conglomerate that is celebrating its 160th anniversary, Falkland Island Holdings , looks like an interesting play for investors who want a low-risk gamble with the potential for huge returns. Throw in an excellent dividend record, and shares in Falkland are the ideal way to play the black gold rush on the South Atlantic islands. Oil and gas exploration in the Falkland Islands has always been a risky prospect due to the isolation of the location and the perilous drilling depths. Up until now, the story has been more damp squib than bonanza, with a lot of expensive muddy holes and only the Sea Lion discovery looking viable. But that's partly why Falkland's shares offer such a good opportunity. They come with an ultra-safe dividend, which currently yields 3.2 per cent, while shareholders wait patiently for a gusher. What's more, the waiting could soon be over. Falkland Island Holdings has a 4.4 per cent stake in Falkland Oil & Gas (FOGL). That may not sound like much, but the size of the potential discoveries in the waters off the Falkland Islands make it mouthwatering. FOGL is due to start drilling on two prospects in the East Falklands called Loligo and Scotia, where there are estimates of 4.7bn and 1.1bn barrels of oil equivalent respectively. Analysts at broker Merchant Securities think these prospects are substantially larger than elsewhere in the Falkland Islands and success at both wells will make FOGL worth 2,488p a share, 26 times its current level. That would make Falkland's interest worth £350m or 3,768p a share. Exploration is a tricky business, though, and Merchant's analysts put the chances of success at 21 per cent for Loligo and 17 per cent for Scotia. That reduces the possible value of Falkand's interests to 606p, still approaching twice the current share price. Besides, remove the FOGL holding - valued at £13.6m or 96p a share - from the balance sheet and that still leaves 226p a share in net assets, and analysts at broker WH Ireland reckon those assets are really worth 372p. That's because Falkland has some solid operations. Results for 2011-12 beat analysts' expectations, with a steady performance from the core retail business on the islands, despite poor weather and the continual effect of the 'Malvinas factor' that deters tourists from taking a cruise route via the Falklands. In the UK, the Portsmouth ferry operation was resilient. The star showing came from the Momart fine art logistics business, which benefited from the booming global art market to report a 81 per cent increase in underlying profits. SHARE TIP SUMMARY: Falkland Island Holdings presents a nice opportunity for those who want to play the region's oil boom but can't stomach the wild price swings that accompany oil exploration. True, the shares trade at a premium to the support services sector and, if no oil is found, the price is likely to fall to the sector average, but that only implies a drop of 20 per cent to around 280p. That makes them a low-cost option on oil discovery with limited downside. Buy. SHARES MAG ARTICLE Falkland Islands braced for oil and gas frenzy INVESTOR SPECULATION THAT Falkland Oil & Gas (FOGL:AIM) will make an imminent discovery at its Loligo prospect will have positive implications for 4.4% shareholder Falkland Islands Holdings (FKL:AIM). Buy the £33 million market cap conglomerate as a discovery will increase the investment's value and boost demand for its retail outlets, property portfolio and infrastructure services in the Falklands over time. Drilling is set to commence at Loligo in July, dependent on getting the rig from Borders & Southern (BOR:AIM) after its April discovery of gas condensate, a product which sells at a premium to Brent Crude oil. Rockhopper (RKH:AIM) has already made several discoveries on its Sea Lion complex in the Falklands. Assuming Falkland Oil & Gas can fi nd a strategic partner, production could start between 2016 and 2018. All this points to the near-term development of an oil and gas services industry, creating signifi ant opportunities for Falkland Island Holdings and its multiple interests in the region. The £33 million cap has planning permission to build 350 houses and last week (6 Jun) created a construction joint venture. Shares says: BUY Falkland Islands Holdings at 357.5p. No position(may enter soon) and as always dyor Regards T/s |
Posted at 14/6/2012 13:46 by ifthecapfits All sounds pretty positive to me......RNS Number : 3336F Falkland Islands Holdings PLC 14 June 2012 14 June 2012 Falkland Islands Holdings plc ("Falkland Islands Holdings" or "the Group") Subscription and Open Offer Falkland Islands Holdings, the AIM quoted international services group, which owns essential services businesses in the Falkland Islands and UK, focused on transport and logistics, together with 14 million shares in AIM quoted oil exploration company Falkland Oil and Gas Limited ("FOGL"), is pleased to announce that it has conditionally raised GBP8.0m (before expenses) by way of a Subscription by Blackfish Capital, an investment fund advised by Blackfish Capital Management, and that it proposes to raise up to GBP2.0m (before expenses) by way of an Open Offer which will provide the Company's existing Shareholders with the opportunity to subscribe for additional Ordinary Shares at the same price as the Subscription. Highlights: Subscription and Open Offer details -- Subscription to raise GBP8.0m at 320p per share -- Open offer to raise up to a further GBP2.0m from existing shareholders o Same pricing as subscription o 1 Offer Share for every 15 Existing Ordinary Shares held o All Falkland Islands Holdings Directors participating o Excess applications will be accommodated to maximise participation in the Open Offer o The Group to have ability to place balance in event of under-subscription Opportunity to develop the Group's assets in the Falkland Islands in anticipation of the growth in the economy which the Board believe will follow from recent hydrocarbon discoveries -- Board believes significant opportunities exist following recent hydrocarbon discoveries -- Hydrocarbon exploration continues in both Southern and Northern basins -- Commercial exploitation of oil will involve a major improvement in the Islands' infrastructure Net proceeds will provide the capital to exploit the opportunities including: -- Development and expansion of the Group's business interests on the Falkland Islands -- Development of key Group sites for new warehousing, offices and residential accommodation -- Work needs to commence now to maximise returns, given lengthy supply chain -- Blackfish Capital Management is supportive of providing further project related equity and debt finance either directly or via its extended client network David Hudd, Chairman of Falkland Islands Holdings, said: "We are excited by the opportunity to develop the Group's existing assets in the Falkland Islands in anticipation of the growth in the economy, which the Board believes will follow from recent hydrocarbon discoveries. Given the Company's history in the Falkland Islands and our leading position, we are confident that further investment now, will generate attractive returns. "We are delighted to have a supportive Keystone investor in Blackfish Capital and we believe that further investment now in the Falkland Islands is in the best interest of our shareholders to enable the Company to participate in what we believe could be an explosive period of growth." - Ends - Enquiries: Falkland Islands Holdings David Hudd, Chairman Tel: 07771 893 267 John Foster, Managing Director Tel: 01279 461 630 WH Ireland Ltd. - NOMAD and Broker Tel: 0207 220 1666 to FIH Adrian Hadden / Nick Field FTI Consulting Tel: 020 7831 3113 Billy Clegg / Edward Westropp / Georgina Bonham The following is extracted from the text of a letter from the Chairman of Falkland Islands Holdings plc which is included in the Circular providing information on the proposals posted to shareholders today: Dear Shareholder, 1. Introduction Your Board is pleased to announce that it has conditionally raised GBP8 million (before expenses) by way of a Subscription by Blackfish Capital and that it proposes to raise up to approximately GBP2.0 million (before expenses) by way of the Open Offer, thus providing the Company's existing Shareholders the opportunity to subscribe for additional Ordinary Shares at the same price as the Subscription. The purpose of this letter is, amongst other things, to provide Shareholders with details of the Subscription and the Open Offer, to explain the background to and the reasons for these proposals and to explain why the Board considers that the Subscription and Open Offer will promote the success of the Company for the benefit of its members as a whole. The terms of the Subscription and the Open Offer are briefly described in this letter and described in further detail in the Circular. Qualifying Shareholders may subscribe for Offer Shares above their basic entitlement under the Open Offer if they so wish by use of the Excess Application Facility. Further details of the Excess Application Facility are set out in the Circular, to be posted to shareholders today. The net proceeds of the Subscription and Open Offer are expected to be approximately GBP9.3 million (assuming full take up under the Open Offer) and will provide the Group with capital to exploit opportunities for development and expansion of the Group's business interests in the Falkland Islands. The Open Offer and the Subscription are conditional, inter alia, upon Admission and also upon the passing by Shareholders of the Resolution at the General Meeting which will give the Directors the necessary authorities to allot and issue shares and to dis-apply statutory pre-emption rights in respect of the allotment of the Offer Shares and the Subscription Shares. 2. Use of proceeds The net proceeds of the Subscription and Open Offer will be used to develop the Group's assets in the Falkland Islands in anticipation of the growth in the economy which the Board believe will follow from recent hydrocarbon discoveries. Rockhopper Exploration plc ("Rockhopper") has announced that its Sea Lion discovery has contingent oil resources applicable to it of approximately 350 million barrels and on development, a plateau production rate of 70,000 barrels per day. Rockhopper estimates gross capital costs of $4.8 billion for the project of which it estimates that $2 billion will be incurred prior to first oil. Furthermore, Rockhopper project average annual operating costs of approximately $170 million including $39 million per year of onshore expenditure in the Falkland Islands. The Falkland Island Government ("FIG") will receive a production royalty of 9 per cent. of oil production and corporation tax on profits which together will amount to several billion dollars in respect of the Sea Lion project alone, assuming the Sea Lion project performs in line with Rockhopper's expectations. FIG finances and the Falkland Islands economy would be transformed by its development. On 23 April 2012, Borders and Southern Petroleum plc announced a significant condensate discovery which further underpins the outlook for oil related development in the Falkland Islands. The Board is determined that the Group, through its principal operating subsidiary, The Falkland Islands Company Limited ("FIC"), should participate fully in the economic growth that will result from the exploitation of hydrocarbons. FIC has market leading positions in a number of its activities and also has significant development sites and land holdings both in Stanley, the capital of the Falkland Islands and in the surrounding area. Their development will be the initial priority for investment. FIC's development sites and existing land holdings in Stanley which total some 70 acres comprise land suitable for both commercial development and housing. FIC owns a number of sites close to the existing port on the outskirts of Stanley which are suitable for the development of a warehouse park for rental to oilfield services companies. The distance from the UK creates the need for comprehensive local storage facilities in the Falkland Islands in order to support offshore oil production activities. The cost of constructing a single new warehouse of 1,125sqm (45m x 25m) in size is estimated at approximately GBP1.2 million and a substantial investment is required to construct a warehouse park. FIC has spent GBP2 million in the last 5 years in modernising its retail operations which account for two thirds of current revenues but further investment is required to cope with the expected increase in demand. New warehousing facilities are required and this will release valuable water front property in Stanley for future development. Upgrading of the company's Land Rover dealership at a cost of GBP0.6 million is already underway. In recent years FIC has successfully developed a number of housing sites in Stanley largely for the rental market for which there continues to be strong demand. The Board anticipates that there will be significant demand for further residential accommodation in central Stanley directly linked to the specific requirements of the oil industry and plans are being progressed for the development of a number of such residential sites. Based on recent experience, building costs are anticipated to be in excess of GBP100,000 per unit. There is also likely to be a demand for office facilities linked to the anticipated influx of oil service companies and the viability of building an office park on the outskirts of Stanley is also under consideration. A significant expansion of public infrastructure investment is also anticipated funded by FIG's oil related royalty and tax revenues. At present there is limited construction capacity in the Falkland Islands. In order to meet the Group's own requirements and to bid for FIG and other contracts, FIC has established a joint venture (South Atlantic Construction Company Limited) with a UK construction and engineering company, Trant Construction Limited ("Trant"). Trant has carried out Ministry of Defence and other contracts in the Falkland Islands for over 10 years and has an established reputation for successful and technically challenging construction and engineering projects. Trant were the main contractor for the new Gosport pontoon built for Gosport Borough Council in 2011 and now leased to the Group's subsidiary The Portsmouth Harbour Ferry Company Limited ("PHFC"). 3. Details of the Open Offer Qualifying Shareholders are invited to apply for Offer Shares under the Open Offer at a price of 320p per Offer Share, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the basis of: 1 Offer Shares for every 15 Existing Ordinary Shares held at the Record Date and so in proportion for any other number of Existing Ordinary Shares then held. Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements which would have otherwise arisen will not be issued. The Open Offer is subject to the satisfaction, amongst other matters, of the following conditions on or before 4 July 2012, (or such later date being not later than 31 July 2012, as the Company may decide): -- Passing of the Resolution; and -- Admission becoming effective by 8.00 a.m. on 4 July 2012, (or such later time or date not being later than 8.00 a.m. on 31 July 2012 as the Company may decide). The Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares and the Subscription Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Open Offer has been structured so as to allow Qualifying Shareholders to subscribe for Ordinary Shares at the Open Offer price pro rata to their existing holdings. Qualifying Shareholders who held 15 or more Ordinary Shares at the Record Date may, in addition, make applications in excess of their pro rata initial entitlement. Once subscriptions under the Open Offer Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part. To the extent that New Ordinary Shares are not subscribed by existing Shareholders, Open Offer entitlements will lapse. Further details of the Open Offer and the Excess Application Facility are given in Part II of the Circular. If applications from Qualifying Shareholders do not result in the Open Offer being fully subscribed, the Directors reserve the right to seek applications for Offer Shares from eligible persons, such as market professionals high net worth individuals and certified sophisticated investors to the extent required to take up the balance of the Open Offer not subscribed for by Qualifying Shareholders. Settlement and dealings Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence on 4 July 2012. Further information in respect of settlement and dealings in the New Ordinary Shares is set out in the Circular. The New Ordinary Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission. Overseas Shareholders Certain Overseas Shareholders may not be permitted to subscribe for Offer Shares pursuant to the Open Offer and should refer to paragraph 6 of Part II of the Circular. 4. Details of the Subscription Separately to the Open Offer, the Company has conditionally raised GBP8.0 million (before expenses) by way of the subscription of 2,500,000 new Ordinary Shares at the Offer Price (320 pence per New Ordinary Share) by Blackfish Capital, an investment fund managed by Blackfish Capital Management. The Subscription Shares would represent approximately 20.1 per cent. of the Enlarged Issued Share Capital of the Company following Admission (assuming that the Open Offer is fully taken-up). Alongside the proposed equity investment, Blackfish Capital Management has provided to FIH a letter of intent expressing its enthusiasm in exploring further opportunities in the Falkland Islands, including the provision of debt and/or equity financing for projects including a new commercial port, facilities for the oil services sector and property development. The Directors believe that the potential for mutually beneficial cooperation with Blackfish Capital Management and its extended network of clients is significant and, whilst the letter of intent does not represent a commitment to do so, looks forward to exploring these opportunities further. The Offer Price represents a discount to the closing mid-market price on 13 June 2012 (the latest practicable date prior to the publication of the Circular) of 10.5 per cent. Further details of the Subscription Agreement and the arrangements with Banque Havilland are given in paragraphs 3.2 and 3.3 of Part IV of the Circular. The Subscription is conditional, inter alia, upon: -- the passing of the Resolution; and -- Admission becoming effective by no later than 8.00 a.m. on 4 July 2012 (or such later time and/or date, being no later than 8.00 a.m. on 31 July 2012 as the Company may decide). The New Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission in respect of Ordinary Shares and will otherwise rank on Admission pari passu in all respects with the Existing Ordinary Shares. The Subscription Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. On the assumption that, inter alia, the Resolution is passed, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on or around 4 July 2012. 5. Current trading and future prospects The Company's annual report published on 6 June 2012, the full text of which is available from the Company's website, contained the following statement regarding current and future trading: For the current year, trading has been satisfactory and in line with our expectations. Whilst we do not expect the rate of growth achieved across the Group in the year ended March 2012 to be repeated in the coming year, in the medium term we are confident of further growth at Momart, steady progression at PHFC and in the Falklands our assets and businesses are well placed to take advantage of the transformational change which seems increasingly likely. The Directors do not consider the current trading position or future prospects of the Group to have changed materially since 6 June 2012. The Directors intend to continue to pursue a progressive dividend policy, notwithstanding the enlargement of the Company's share capital by the Subscription and Open Offer. 6. General Meeting Set out at the end of the Circular is a notice convening a General Meeting of the Company to be held at 9.30 a.m. on 29 June 2012 at the offices of FTI Consulting, Holborn Gate, 26 Southampton Buildings, WC2A 1PB, at which the Resolution will be proposed. At the 2011 AGM, shareholders passed resolutions to (i) grant the Directors authority to allot equity securities up to a maximum nominal value of GBP325,000, and (ii) dis-apply statutory pre-emption rights to allow the allotment by the Directors of equity securities for cash up to an aggregate nominal value of GBP92,204 without the requirement for such equity securities to be first offered to existing shareholders. The second of these authorities is insufficient to allow the Subscription and the Open Offer to proceed without further Shareholder approval. Accordingly, the Open Offer and the Subscription are conditional on the passing by Shareholders of the Resolution. The Company is therefore proposing that Shareholders pass the Resolution as a special resolution in order to: (a) grant authority to the Directors under section 551 of the Act, to allot Ordinary Shares up to a maximum aggregate nominal amount of GBP311,984 (being the maximum required for the purposes of issuing the Subscription Shares and the Offer Shares), such authority expiring immediately following Admission; and (b) empower the Directors, pursuant to section 570 of the Act, to disapply the statutory pre-emption rights in relation to the allotment of the Subscription Shares and Offer Shares, such power expiring immediately following Admission. This authority and power will be in addition to those granted at the 2011 AGM and will enable the Directors to effect the Subscription and the Open Offer. If the Resolution is passed by Shareholders at the General Meeting but the Subscription does not complete, the Directors undertake to restrict the use of the general authority to allot and the power to disapply pre-emption rights to the Offer Shares only. 7. Action to be taken in respect of the General Meeting Whether or not they propose to attend the General Meeting in person, Shareholders are strongly encouraged to complete, sign and return their Form of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post or, during normal business hours only, by hand, at PXS, 34 Beckenham Road, Beckenham BR3 4TU by no later than 9.30 a.m. on 27 June 2012 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting). Alternatively, Shareholders can submit proxies electronically at www.capitashareporta Shareholders holding shares in the Company in uncertificated form (that is, in CREST) may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of the General Meeting set out at the end of the Circular). Proxies submitted via CREST must be received by the Company's agent (ID RA10) by no later than 09.30 a.m. on 24 June 2012 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). This will enable votes to be counted at the General Meeting in the event of a shareholder's absence. The completion and return of the Form of Proxy or the use of the CREST Proxy Voting service will not prevent a shareholder from attending and voting at the General Meeting, or any adjournment thereof, in person should they wish to do so. 8. Action to be taken in respect of the Open Offer Qualifying non-CREST Shareholders will find an Application Form accompanying the Circular which gives details of their Open Offer Entitlement (i.e. the number of Offer Shares allocated to them). If shareholders wish to apply for Offer Shares under the Open Offer, they should complete this Application Form in accordance with the procedure set out at paragraph 3 of Part II of the Circular and on the Application Form itself and post it in the accompanying prepaid envelope (for use within the UK only), together with payment in full in respect of the number of Offer Shares applied for to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive as soon as possible and in any event so as to be received no later than 11.00 a.m. on 2 July 2012, having first read carefully Part II of the Circular and the contents of the Application Form. Qualifying CREST Shareholders will receive a credit to their appropriate stock account in CREST in respect of their Open Offer Entitlement and a further credit in respect of the excess shares available. Shareholders should refer to the procedure set out at paragraph 3(ii) of Part II of the Circular. The latest time for applications to be received under the Open Offer is 11.00 a.m. on 2 July 2012. The procedure for application and payment depends on whether, at the time at which application and payment is made, a shareholder has an Application Form in respect of their Open Offer Entitlement or their Open Offer Entitlement has been credited to their stock account in CREST. The procedures for application and payment are set out in Part II of the Circular. Further details also appear on the Application Form which has been sent to Qualifying Shareholders. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with the Circular and the Open Offer. 9. Recommendation and Directors intentions The Board believes that the Subscription and the Open Offer as described in the Circular will promote the success of the Company for the benefit of its members as a whole. Reflecting the opportunities that we perceive for the Company, I and my fellow Directors, who are all shareholders, intend to subscribe for our full allocations under the Open Offer and to apply for excess allocations amounting to not less than 40,000 shares. Accordingly, the Board having been so advised by WH Ireland unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial shareholdings amounting to 129,000 Ordinary Shares in Company (representing approximately 1.4 per cent. of the Existing Ordinary Shares). Yours faithfully, David Hudd Chairman Definitions Defined terms used in this announcement have the meanings defined in the Company's shareholder circular dated the 14(th) of June. This shareholder circular is available at www.fihplc.com. This information is provided by RNS The company news service from the London Stock Exchange END |
Posted at 14/6/2012 12:20 by c2b Very sound reasons for raising money by a well run company. But why is the Open Offer so Small? Surely FIH could do with more money than this and personal investors would support them ?Views Please. |
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