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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Hurlingham | LSE:HRL | London | Ordinary Share | GB0004485925 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 40.00 | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMHRL RNS Number : 1722V Hurlingham PLC 06 July 2009 HURLINGHAM PLC 6 July 2009 Annual Report and Financial Statements Year ended 30 September 2008 Chairman's statement I am pleased to present the audited Annual Report and financial statements of the Company for the year ended 30 September 2008. The issue of this report has been delayed pending finalisation of the matters that I refer to below. Principal activities On 31 March 2008, Hurlingham sold its trading subsidiary Bettagrade Limited, its three Executive Directors resigned from the Board and GBP600,000 of fresh equity capital was raised at 75p per share. Subsequent to this, the Board recognised that part of the approval by shareholders of the first resolution at the General Meeting of the Company held on 31 March 2008, authorising the Company to acquire 100 'A' Ordinary Shares in its capital, was invalid. Accordingly, a General Meeting was convened for 2 April 2009 at which resolutions were passed authorising the lawful cancellation of the Company's 'A' Ordinary Shares and application to the High Court for confirmation. The High Court sanctioned that cancellation on 24 June 2009 and this became effective on its registration at Companies House on 2 July 2009. This had the equivalent effect to the transaction originally approved by shareholders on 31 March 2008. The Company's principal asset is now a cash deposit of approximately GBP1.8 million which, other than a small current account balance, is held on interest bearing accounts with a UK Bank. Shareholders should be aware that prevailing interest rates at the date of this report are now significantly lower than they have been historically and this means that interest receivable in the current year to September 2009 will not cover the Company's annual operating costs, although the shortfall is unlikely to be too significant. Since April 2008, the Board has appraised a significant number of proposals for businesses and operations to be acquired by the Company. Whilst several were of material interest, none was deemed appropriate given the level of risk and reward in the prevailing economic and financial conditions. Many of these proposals were considered prior to cancellation of the Company's 'A' Ordinary Shares referred to in the circular to shareholders dated 6 March 2009 and were therefore subject to clearance of that matter. Since approval of the relevant resolutions at the General Meeting of the Company held on 2 April 2009 referred to above, the ability of the Company to progress without this impediment has been significantly improved. As a result, a large number of potential business acquisitions have been critically examined by the Board since then, and certain of these remain under consideration. The Board will provide details to shareholders of any potential acquisition if the Board considers it would be beneficial for the Company to progress such an acquisition formally. All work involved on appraisals to date has been conducted by the Board, and accordingly no external or additional pre-acquisition costs have been incurred in the progression of the above opportunities. Results As explained in the Half-Yearly Financial Report, these financial statements do not include results for the Group's previous subsidiaries, as the Company sold its last trading subsidiary on 31 March 2008 and during the second half of that year disposed of its dormant subsidiary Custom Tours Worldwide Limited. These results reflect the preparation of the Financial Statements using Adopted IFRS, further details of which are set out in Note 1 to the financial statements. This has no effect on the underlying position of the Company, its strategy or cash flows, but it does affect the way such activities are presented and this is reflected in these Financial Statements. The results of the Company for the year ended 30 September 2008 incorporate a net gain of GBP1,071,000 on sale of shares in its subsidiary Bettagrade Limited and an excess of general administration and finance expenses over finance income, of GBP88,000. The cost of acquisition of the Company's 'A' Ordinary Shares of GBP330,000 is required to be charged in the financial statements as a movement on reserves, as it is an equity based movement. As a result, the net profit before taxation of the Company for the year ended 30 September 2008 totalled GBP983,000 and Shareholders' funds at 30 September 2008 totalled GBP1,795,000. Details of the movement in Shareholders' funds during the year are set out in Note 17 to the financial statements. The Company's Nominated Adviser and Broker On 23 October 2008, the Company's Nominated Adviser and Broker ("Nomad"), Teathers Limited (previously known as Landsbanki Securities (UK) Limited), was placed into administration and subsequently ceased trading. On 16 March 2009, the Company announced the appointment of Arbuthnot Securities Limited as the Company's Nomad, and they remain so at the date of this report. Dividend The Board does not recommend the payment of a dividend for the year ended 30 September 2008. Strategy Due to adverse financial conditions in the market, in particular during the period from 30 September 2008 to 31 March 2009, Hurlingham had not acquired a new business by 1 April 2009, being twelve months from the date of disposal of Bettagrade. Under the AIM Rules for Companies, if an Investing Company (often referred to as a cash shell) such as Hurlingham does not complete an AIM qualifying acquisition within twelve months of becoming an Investing Company, trading in its shares will be suspended by the London Stock Exchange. The suspension can be effective for up to six months. If during that six month period the Company completes an AIM qualifying acquisition, the Ordinary Shares may be restored to trading. As a result, and as set out in detail in the circular to shareholders dated 6 March 2009, the Company's Ordinary Shares were suspended from trading on AIM, a market operated by the London Stock Exchange, on 1 April 2009. If after six months an AIM qualifying acquisition has not been completed, trading in the Ordinary Shares of the Company would then be cancelled on AIM. The Directors regret any inconvenience to Shareholders caused by the suspension of trading in the Company's Ordinary Shares on AIM and propose to seek a resumption of trading in the Ordinary Shares on AIM as soon as practicable following completion of an appropriate acquisition. The Directors continue to seek a suitable AIM qualifying business to be acquired by the Company. Shareholders should be aware that if Hurlingham does not complete an AIM qualifying acquisition by 2 October 2009, the admission to AIM of the Company's Ordinary Shares would be cancelled. If the Ordinary Shares are cancelled from AIM for this reason, it would result in Shareholders being unable to sell their Ordinary Shares on a market exchange and transactions in Ordinary Shares would thereafter typically have to be performed by Shareholders on a matched bargain basis. Conclusion The Board is wholly committed to moving the Company forward in order to enhance Shareholder returns and value, although it is equally focused on only delivering a business opportunity that is expected to add value to Shareholders' interests. In this severely adverse financial climate, the Board considers that a higher degree of caution is required. Accordingly, the Board continues to retain the Company's assets in cash balances earning market rates of interest. I will report to you further if firm proposals that the Board considers appropriate require to be considered at a meeting of Shareholders. Andrew Blurton Chairman 3 July 2009 Report of the Directors for the year ended 30 September 2008 The Directors present their report and the audited financial statements for the year ended 30 September 2008. Principal activities and business review During the first half of the year, the Group's activities involved the operation of a hotel in Perth. Subsequent upon the sale of the subsidiary that owned the hotel in April 2008, the Company's operations have involved the retention of its cash resources on interest bearing deposit. Financial risk management objectives and policies During the year ended 30 September 2008, and since then to the date of this report, the financial risk management performed by the Board has centred on funding financial risk. For the first half of the year, the Group's funding financial risk centred on the interest cost incurred on the Group's overdraft and long term loans, which at 31 March 2008 prior to the sale of its hotel subsidiary amounted to approximately GBP671,000. The Board chose to retain these funds at floating rates during that period as they were due to be repaid from the sale of the Group's hotel business. This risk was removed when the sale of Bettagrade Limited referred to in the circular to shareholders dated 14 March 2008 was completed on 31 March 2008 in accordance with its terms. Since completion of the sale, the Company's funding risk has centred on maximising the interest receivable on the Company's bank deposits, subject to acceptable levels of risk. Dividends The Directors do not recommend the payment of a dividend for the year. Directors The Directors of the Company who served during the year and to the date of this report were as follows: +-------------------+-----------------------------------------------------------+ | A. F. Blurton | (Chairman from 14 March 2008) | +-------------------+-----------------------------------------------------------+ | D. J. St. C. Low | | +-------------------+-----------------------------------------------------------+ | C. E. J. | (Chairman to 14 March 2008; resigned 7 April 2008) | | Llewellyn | | +-------------------+-----------------------------------------------------------+ | C. Pettingell | (Resigned 7 April 2008) | +-------------------+-----------------------------------------------------------+ | M. V. Taylor | (Resigned 7 April 2008) | +-------------------+-----------------------------------------------------------+ The Articles of Association of the Company require that one third of all Directors retire at each Annual General Meeting, but that no more than one third should retire in this manner. It is also a Companies Act requirement that as Hurlingham is a public company, it must have a minimum of two Directors. As the Company now only has two Directors, the retirement and potential re-election of one Director would not be in accordance with the Articles of Association. This could also potentially place the Company in contravention of the Companies Act, if a re-election was not approved. In these circumstances, A.F. Blurton and D.J. St. C. Low are remaining as Directors and neither will therefore retire by rotation or need to offer themselves for re-election at the 2009 Annual General Meeting. Key performance indicators, performance and future developments As explained in the Chairman's Statement, since April 2008, the Board has appraised a large number of alternative proposals for businesses and operations that could be acquired by the Company. Whilst several were of material interest, none were deemed to be appropriate candidates given the level of risk and reward associated with these businesses and taking account of prevailing stock market conditions. The Board is wholly committed to moving the Company forward in order to enhance Shareholder value and returns, although it is equally focused on only delivering a business opportunity that is expected to add value to Shareholders' interests. Results The financial results included in these Financial Statements cover those of Hurlingham Plc itself for the year ended 30 September 2008. These do not include results for the Group's previous subsidiaries, as the Company sold its last trading subsidiary on 31 March 2008 and during the second half of the year disposed of its dormant subsidiary Custom Tours Worldwide Limited. Accordingly the Company is now the sole operating entity. The effect of this is that the results shown in the Income Statement reflect the profits and losses made by the Company by reference to the historical cost of its assets. For the year ended 30 September 2008, the Company made a profit before taxation of GBP983,000 (2007: loss of GBP44,000), equating to earnings per share of 36.3p (2007: 1.1p). The cost of acquisition of the Company's 'A' Ordinary Shares of GBP330,000 is required to be charged against reserves, as it is an equity based movement. Thereafter, net assets of the Company at 30 September 2008 totalled GBP1,795,000. Share capital As part of the proposals set out in the Circulars to Shareholders dated 14 March 2008 and 6 April 2009, the Company's 100 'A' Ordinary Shares at the Company's previous year end, were exchanged for Hurlingham's holding of 330,000 5% preference shares in its then subsidiary Bettagrade Limited. This was approved by the High Court on 24 June 2009 which became effective on its registration at Companies House on 2 July 2009, enabling the Company lawfully to cancel all its 'A' Ordinary Shares. As a result, the issued share capital of the Company now consists solely of Ordinary shares. Significant and substantial interests In addition to the interests of Directors referred to in the Report on Remuneration of Directors, the following significant and substantial shareholdings in the issued ordinary share capital of the Company had been notified to the Company at 3 July 2009: +-------------------------------+---------------------------------+------------------+ | | Number of | Percentage | | | Ordinary shares | | +-------------------------------+---------------------------------+------------------+ | | | | +-------------------------------+---------------------------------+------------------+ | Caledonian Heritable Limited | 345,000 | 11.9 | +-------------------------------+---------------------------------+------------------+ | S.V.M. UK Emerging Fund plc | 220,000 | 7.6 | +-------------------------------+---------------------------------+------------------+ | A. D. Moffat | 176,619 | 6.1 | +-------------------------------+---------------------------------+------------------+ | K. C. Investments Limited | 170,239 | 5.8 | +-------------------------------+---------------------------------+------------------+ | T.D.M. Melville and | 150,948 | 5.2 | | associates | | | +-------------------------------+---------------------------------+------------------+ | UBS AG | 125,000 | 4.3 | +-------------------------------+---------------------------------+------------------+ | Maurice Taylor | 118,206 | 4.1 | +-------------------------------+---------------------------------+------------------+ | The Estate of Charles | 108,231 | 3.7 | | Llewellyn | | | +-------------------------------+---------------------------------+------------------+ | | 1,414,243 | 48.7 | +-------------------------------+---------------------------------+------------------+ Directors' indemnities and Directors' and Officers' liability insurance In accordance with the Company's Articles of Association, the Directors are granted an indemnity from the Company to the extent permitted by law in respect of liabilities incurred as a result of their office as Directors. Liability insurance cover has also been maintained during the year by the Group in respect of Directors and Senior Executives of the Group. Supplier payment policy The Group aims to agree payment terms for its business transactions when goods and services are ordered. Subject to satisfactory performance by the supplier, arrangements are generally adhered to when making payments. At the year end, the Company had no trade payables. Statement of disclosure of information to auditors The Directors of the Company who held office at the date of approval of this Report confirm that so far as each are aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken the steps they ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's auditors were aware of that information. Auditors In accordance with Section 485 of the Companies Act 2006 a resolution re-appointing FW Stephens as Auditors of the Company for the ensuing year will be proposed at the 2009 Annual General Meeting. By order of the Board F B Taunton Company Secretary 3 July 2009 Registered Office: 1 West Garden Place Kendal Street London W2 2AQ Report on Remuneration of Directors for the year ended 30 September 2008 Where practical, bearing in mind its small size, the Company endeavours to adhere to the principles of good governance set out in Section 1 of the Combined Code. As there are only two Directors in the Company, there is no separate Remuneration Committee of the Board. Letters of engagement of Directors The Letters of Engagement of the Directors are dated 4 June 2004 in respect of A.F. Blurton and 30 December 2005 in respect of D.J. St. C. Low. The annual fees payable to each Director were increased from GBP7,500 to GBP12,000 per annum with effect from April 2009 but no pension or other benefits are payable to either Director. Bonuses can be paid to the Directors at the discretion of the Board. The contracts may be terminated on not more than one year's notice. Equity interests of Directors in the Company The beneficial interests of the Directors and of their families in the issued Ordinary shares of the Company at 30 September 2008 and at 1 October 2007, are as follows:- +-------------------------------------+------------------------+---------------------+ | | 30 September 2008 | 1 October 2007 | +-------------------------------------+------------------------+---------------------+ | | Number of | Number of | | | Ordinary shares | Ordinary shares | +-------------------------------------+------------------------+---------------------+ | | | | +-------------------------------------+------------------------+---------------------+ | A. F. Blurton | 160,000 | 35,000 | +-------------------------------------+------------------------+---------------------+ | D. J. St. C. Low | 201,000 | 126,000 | +-------------------------------------+------------------------+---------------------+ | | 361,000 | 161,000 | +-------------------------------------+------------------------+---------------------+ | Percentage of issued share capital | 12.3% | 7.6% | +-------------------------------------+------------------------+---------------------+ An option was granted to A.F. Blurton on 28 April 2005 to subscribe for 74,560 Ordinary Shares at 95p per share, which is exercisable until 28 April 2015. This option continues to be held at the date of approval of this report. There have been no changes in the interests of the Directors between 30 September 2008 and the date of this report. Approval The proposed adoption of this Report on Remuneration of Directors is included as resolution 2 in the Notice for the 2009 Annual General Meeting on page 33. A.F. Blurton Chairman 3 July 2009 Statement of Directors' responsibilities in respect of the Annual Report and Financial Statements The Directors are responsible for preparing the annual report, the Report of the Directors and the Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Company financial statements for each financial year. As required by the AIM Rules of the London Stock Exchange, they are required to prepare Company financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the EU and applicable law. The Company financial statements are required by law and IFRSs as adopted by the EU to present fairly the financial position and performance of the Company; the Companies Act 1985 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation. In preparing the financial statements, the Directors are required to:- * select suitable accounting policies and then apply them consistently; * make judgements and estimates that are reasonable and prudent; * state whether they have been prepared in accordance with IFRSs as adopted by the EU or whether UK Generally Accepted Accounting Practice has been followed, subject to any material departures disclosed and explained in the financial statements; and * prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Report of the Directors and a Report on Remuneration of Directors that comply with the law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. We, the Directors of Hurlingham Plc, confirm that to the best of our knowledge:- A) the financial statements of the Company have been prepared in accordance with IFRSs as adopted by the EU, in accordance with applicable United Kingdom law and give a true and fair view of the assets, liabilities, financial position and profit of the Company; and B) the Report of the Directors includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal uncertainties that face the Company. By order of the Board Andrew Blurton David Low Chairman Director 3 July 2009 Independent Auditors' Report to the members of Hurlingham Plc We have audited the Company financial statements of Hurlingham Plc for the year ended 30 September 2008 (the "financial statements") which comprise the Income Statement, the Balance Sheet, the Cash Flow Statement and related notes. These financial statements have been prepared under the accounting policies set out herein. This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and auditors The Directors' responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and International Financial Reporting Standards ("IFRSs") as adopted by the EU, are set out in the Statement of Directors' Responsibilities on page 12. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation. We also report to you whether in our opinion the information given in the Report of the Directors is consistent with the financial statements. In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding Directors' remuneration and other transactions is not disclosed. We read the other information contained in the Annual Report and Financial Statements and consider whether it is consistent with the audited financial statements. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of audit opinion We conducted our audit in accordance with the International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the Financial Statements. Opinion In our opinion: · The financial statements give a true and fair view, in accordance with IFRSs as adopted by the EU, of the state of the Companys affairs as at 30 September 2008 and of its profit for the year then ended; · The financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation; and · The information given in the Report of the Directors and the Chairmans Statement is consistent with the Financial Statements. +-----------------------------------------+-----------------------------------------+ | FW Stephens | Third Floor | +-----------------------------------------+-----------------------------------------+ | Chartered Accountants | 24 Chiswell Street | +-----------------------------------------+-----------------------------------------+ | Registered Auditor | London EC1Y 4YX | +-----------------------------------------+-----------------------------------------+ | | | +-----------------------------------------+-----------------------------------------+ | 3 July 2009 | | +-----------------------------------------+-----------------------------------------+ INCOME STATEMENT for the year ended 30 September 2008 +---------------------------------------------+-------+---------------+--------------+ | | Notes | Year | Year | | | | ended | ended | | | | 30 September | 30 September | | | | 2008 | 2007 | +---------------------------------------------+-------+---------------+--------------+ | | | GBP'000 | GBP'000 | +---------------------------------------------+-------+---------------+--------------+ | Revenue | | | | +---------------------------------------------+-------+---------------+--------------+ | Discontinued operations | | - | 6 | +---------------------------------------------+-------+---------------+--------------+ | Gross Profit | | - | 6 | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Administrative expenses | | (117) | (161) | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Loss from operating activities | | | | +---------------------------------------------+-------+---------------+--------------+ | Continuing operations | | (117) | (161) | +---------------------------------------------+-------+---------------+--------------+ | Discontinued operations | | - | 6 | +---------------------------------------------+-------+---------------+--------------+ | | | (117) | (155) | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Net gain on sale of property, plant and | | - | 37 | | equipment | | | | +---------------------------------------------+-------+---------------+--------------+ | Net gain on sale of shares in subsidiary | 2 | 1,071 | - | | undertaking | | | | +---------------------------------------------+-------+---------------+--------------+ | Restructuring costs on closure of travel | | - | 95 | | division | | | | +---------------------------------------------+-------+---------------+--------------+ | Profit/(loss) before interest | | 954 | (23) | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Finance income | 3 | 56 | 20 | +---------------------------------------------+-------+---------------+--------------+ | Finance expenses | 3 | (27) | (41) | +---------------------------------------------+-------+---------------+--------------+ | Profit/(loss) before taxation | 4 | 983 | (44) | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Taxation | 7 | (77) | 67 | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Profit for the year | 16 | 906 | 23 | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Earnings per Ordinary Share | | | | +---------------------------------------------+-------+---------------+--------------+ | (basic and diluted) | 9 | 36.3p | 1.1p | +---------------------------------------------+-------+---------------+--------------+ BALANCE SHEET at 30 September 2008 +---------------------------------------------+-------+---------------+--------------+ | | Notes | 30 September | 30 September | | | | 2008 | 2007 | +---------------------------------------------+-------+---------------+--------------+ | | | GBP'000 | GBP'000 | +---------------------------------------------+-------+---------------+--------------+ | Non-current assets | | | | +---------------------------------------------+-------+---------------+--------------+ | Investments | 10 | - | 1,234 | +---------------------------------------------+-------+---------------+--------------+ | Deferred tax asset | 7 | - | 67 | +---------------------------------------------+-------+---------------+--------------+ | | | - | 1,301 | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Current assets | | | | +---------------------------------------------+-------+---------------+--------------+ | Trade and other receivables | 11 | 75 | 13 | +---------------------------------------------+-------+---------------+--------------+ | Cash and cash equivalents | 12 | 1,860 | - | +---------------------------------------------+-------+---------------+--------------+ | | | 1,935 | 13 | +---------------------------------------------+-------+---------------+--------------+ | Total assets | | 1,935 | 1,314 | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Current liabilities | | | | +---------------------------------------------+-------+---------------+--------------+ | Bank overdraft | | - | (542) | +---------------------------------------------+-------+---------------+--------------+ | Trade and other payables | 13 | (130) | (122) | +---------------------------------------------+-------+---------------+--------------+ | Tax payable | | (10) | - | +---------------------------------------------+-------+---------------+--------------+ | | | (140) | (664) | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Total liabilities | | (140) | (664) | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Net assets | | 1,795 | 650 | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | | | | | +---------------------------------------------+-------+---------------+--------------+ | Equity | | | | +---------------------------------------------+-------+---------------+--------------+ | Share capital | 15 | 2,179 | 1,579 | +---------------------------------------------+-------+---------------+--------------+ | Share premium account | 16 | 331 | 362 | +---------------------------------------------+-------+---------------+--------------+ | Retained earnings | 16 | (715) | (1,291) | +---------------------------------------------+-------+---------------+--------------+ | Total equity attributable to Shareholders | | | | +---------------------------------------------+-------+---------------+--------------+ | of the Company | 17 | 1,795 | 650 | +---------------------------------------------+-------+---------------+--------------+ Andrew BlurtonDavid Low Chairman Director CASH FLOW STATEMENT For the year ended 30 September 2008 +------------------------------------------------+------------------+--------------+ | | Year | Year | | | ended | ended | | | 30 September | 30 September | | | 2008 | 2007 | +------------------------------------------------+------------------+--------------+ | | GBP'000 | GBP'000 | +------------------------------------------------+------------------+--------------+ | Profit for the year | 906 | 23 | +------------------------------------------------+------------------+--------------+ | Adjustments | | | +------------------------------------------------+------------------+--------------+ | Taxation | 77 | (67) | +------------------------------------------------+------------------+--------------+ | Finance income | (56) | (20) | +------------------------------------------------+------------------+--------------+ | Finance expenses | 27 | 41 | +------------------------------------------------+------------------+--------------+ | Net gain on sale of property, plant and | - | (37) | | equipment | | | +------------------------------------------------+------------------+--------------+ | Net gain on sale of shares in subsidiary | (1,071) | - | | undertaking | | | +------------------------------------------------+------------------+--------------+ | Restructuring costs | - | (95) | +------------------------------------------------+------------------+--------------+ | Depreciation of property, plant and equipment | - | 1 | +------------------------------------------------+------------------+--------------+ | Cash flows from operations before changes in | | | +------------------------------------------------+------------------+--------------+ | working capital | (117) | (154) | +------------------------------------------------+------------------+--------------+ | Change in trade and other receivables | 5 | 2 | +------------------------------------------------+------------------+--------------+ | Change in trade and other payables excluding | | | | those | | | +------------------------------------------------+------------------+--------------+ | relating to sale of subsidiary undertaking | (2) | 7 | | reflected above | | | +------------------------------------------------+------------------+--------------+ | Change in amounts owed to subsidiaries (since | (97) | 160 | | sold) | | | +------------------------------------------------+------------------+--------------+ | Cash generated from operations | (211) | 15 | +------------------------------------------------+------------------+--------------+ | Interest paid | (33) | (35) | +------------------------------------------------+------------------+--------------+ | Net cash used in operating activities | (244) | (20) | +------------------------------------------------+------------------+--------------+ | Cash flows from investing activities | | | +------------------------------------------------+------------------+--------------+ | Interest received | 44 | 20 | +------------------------------------------------+------------------+--------------+ | Proceeds from sale of property, plant and | - | 99 | | equipment | | | +------------------------------------------------+------------------+--------------+ | Cash received from sale of subsidiary | | | | undertaking, | | | +------------------------------------------------+------------------+--------------+ | net of disposal cash | 2,020 | (1,127) | +------------------------------------------------+------------------+--------------+ | Net cash from investing activities | 2,064 | (1,008) | +------------------------------------------------+------------------+--------------+ | Cash flows from financing activities | | | +------------------------------------------------+------------------+--------------+ | Net proceeds from issue of share capital | 582 | - | +------------------------------------------------+------------------+--------------+ | Net cash from financing activities | 582 | - | +------------------------------------------------+------------------+--------------+ | | | | +------------------------------------------------+------------------+--------------+ | Net increase/(decrease) in cash and cash | 2,402 | (1,028) | | equivalents | | | +------------------------------------------------+------------------+--------------+ | | | | +------------------------------------------------+------------------+--------------+ | Opening cash and cash equivalents | (542) | 486 | +------------------------------------------------+------------------+--------------+ | Closing cash and cash equivalents (note 12) | 1,860 | (542) | +------------------------------------------------+------------------+--------------+ NOTES TO THE FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES Adoption of IFRS Hurlingham Plc is a Company incorporated in the United Kingdom. The financial statements for the year ended 30 September 2007 have been restated in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRS"). In accordance with IFRS 1 - "First Time Adoption of International Financial Reporting Standards", the Company has taken advantage of the exemption relating to Share Options at 1 October 2006, the date of its transition to IFRS. The Financial Statements for the year ended 30 September 2008 have been prepared on the historical cost basis in accordance with Adopted IFRS. The use of Adopted IFRS for the preparation of these Financial Statements has no affect on the underlying position of the Company, its strategy or cash flows. However Adopted IFRS does affect the way such activities are presented and this is reflected in these Financial Statements. Due to the composition of the Company's assets and liabilities, there has been no requirement to restate the numbers included in the financial results or net assets of the Company from those disclosed in the financial statements for the year ended 30 September 2007. Basis of preparation On 31 March 2008, Hurlingham Plc completed the sale of its only trading subsidiary, Bettagrade Limited, in the manner set out in the circular to Shareholders of the Company dated 14 March 2008. As a result, Shareholders' interests are represented by the Company's own financial performance and the financial information contained in these Financial Statements cover the results of the Company only for the year ended 30 September 2008, together with the balance sheet of the Company at that date. Further analysis concerning the disposal of the Group's subsidiary and the fund raising that was completed on 7 April 2008 is set out in note 17 to the financial statements. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in this Report. The accounting policies set out below include the policies the Company has adopted in prior periods and to the extent that they are only relevant to consolidated financial statements, are the policies that the Company will adopt if it acquires subsidiary companies in the future. These financial statements are presented in UK Sterling, which is the Company's functional currency. All financial information has been rounded to the nearest thousand pounds. Acquisition of subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. Where necessary, accounting policies of subsidiaries are changed on acquisition to align them with the policies adopted by the Company. Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Financial instruments Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. Non-derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses. Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows. Interest bearing bank loans and overdrafts are initially recorded at fair value. The net amount of any premium or discount over the nominal value, less issue costs, is amortised over the life of the instrument via the effective interest method over its life and charged or credited to interest payable in the Income Statement. Ordinary share capital is classified as equity. Incremental costs directly attributable to the issue of Ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. Revenue recognition Revenue is measured at the fair value of consideration received or receivable. Interest income is accrued on a time basis by reference to the principle outstanding and at the effective interest rate applicable. Segment reporting Where different businesses are in operation, segmental information is presented. The primary format is based on the Company's management and internal reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Inter-segment pricing is determined on an arm's length basis. Unallocated items comprise mainly central loans and borrowings, related expenses and corporate assets. Due to the sale of the Company's previous subsidiaries during the year ended 30 September 2008, no segmental reporting has been required in respect of the results set out in these Financial Statements. Dividends Dividends that have been approved by shareholders at previous Annual General Meetings are included within liabilities. Dividends proposed at the balance sheet date that are subject to approval by shareholders at the annual general meeting are not included as a liability in the current period's financial statements. Finance income and expense Finance income comprises interest received or receivable on funds invested. Interest income is recognised in the Income Statement as it accrues, using the effective interest method. Dividend income is recognised in the Income Statement on the date the Company's entity's right to receive the income is established. Finance expenses comprise interest paid or payable and finance charges on finance leases that are recognised in the Income Statement. Interest incurred on loans specific to properties in the course of development is capitalised during the development phase but ceases to be capitalised once the development is completed and ready for occupation. Where such interest is allowable in computing the taxation liabilities of the Company, this is used to reduce the tax charge in the Income Statement. Use of estimates and judgements The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the Income Statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised directly in equity. Current tax is based on taxable profit for the period and any adjustment to tax payable in respect of previous periods. Taxable profit differs from net profit as reported in the Income Statement because it excludes items of income and expense that are taxable in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax that is expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 2.NET GAIN ON SALE OF SHARES IN SUBSIDIARY UNDERTAKING The net gain on sale of shares in subsidiary undertaking arose as follows:- +---------------------------------------------------+---------------+---------------+ | | Year | Year | | | ended | ended | | | 30 September | 30 September | | | 2008 | 2007 | | | GBP'000 | GBP'000 | +---------------------------------------------------+---------------+---------------+ | Net gain realised by the Company on disposal of | | | | subsidiary | | | +---------------------------------------------------+---------------+---------------+ | undertaking owning the Group's Perth hotel. | | | | Details of this | | | +---------------------------------------------------+---------------+---------------+ | disposal and the financial effect thereof were | | | | included in | | | +---------------------------------------------------+---------------+---------------+ | the circulars to Shareholders dated 14 March | | | | 2008 and | | | +---------------------------------------------------+---------------+---------------+ | 6 March 2009 and are summarised below | 1,071 | - | +---------------------------------------------------+---------------+---------------+ On 14 March 2008, the Company issued a circular to Shareholders with information to enable them to consider a proposed restructuring of the Company. This involved the Company selling its only trading subsidiary Bettagrade Limited at its net book value, which reflected the GBP4.5m value of the Perth hotel that was included in the financial statements of the Company for the year ended 30 September 2007. The sale included bank indebtedness in Bettagrade Limited amounting to approximately GBP1,730,000 and other liabilities of Bettagrade Limited of approximately GBP144,000, being extinguished from the Company's point of view as part of the net disposal proceeds. The costs of disposal, the costs of the two circulars to Shareholders and the related Court and legal costs, have been charged in calculating the net gain of GBP1,071,000 arising on the sale. The resolutions relating to the restructuring were passed at General Meetings of the Company held on 31 March 2008 and 7 April 2008 and the sale of Bettagrade Limited was completed as planned. As part of the approval by Shareholders of the first resolution at the general meeting of the Company held on 31 March 2008, the Company was authorised by Shareholders to acquire 100 'A' Ordinary Shares in its capital in exchange for 330,000 5% Preference Shares of GBP1 in the capital of Bettagrade Limited. During the period covered by these financial statements, the Board recognised that part of the approval by shareholders of the first resolution at the General Meeting of the Company held on 31 March 2008, authorising the Company to acquire 100 'A' Ordinary Shares in its capital, was invalid. Accordingly, a General Meeting was convened for 2 April 2009 at which resolutions were passed authorising the lawful cancellation of the Company's 'A' Ordinary Shares and application to the High Court for confirmation. The High Court sanctioned that cancellation on 24 June 2009 which became effective on its registration at Companies House on 2 July 2009. This had the equivalent effect to the transaction originally approved by shareholders on 31 March 2008. The balance of proceeds for the sale of Bettagrade Limited amounted to GBP1,339,000 and was received in cash. An associated part of the restructuring announced at the time of the sale in March 2008, involved the Company raising GBP600,000 gross on 7 April 2008 from the subscription in cash by certain existing and new shareholders for 800,000 new Ordinary Shares at 75p per share. The profit arising on sale of Bettagrade Limited has been based on the agreed completion accounts prepared in accordance with the Share Purchase Agreement for the sale of Bettagrade Limited referred to in the Circular to Shareholders dated 14 March 2008. 3.NET INTEREST PAYABLE AND SIMILAR CHARGES +------------------------------------------------------------+------------+-----------+ | | 2008 | 2007 | +------------------------------------------------------------+------------+-----------+ | | GBP'000 | GBP'000 | +------------------------------------------------------------+------------+-----------+ | Finance income | | | +------------------------------------------------------------+------------+-----------+ | Interest receivable and similar income: | | | +------------------------------------------------------------+------------+-----------+ | Bank deposits | 56 | 20 | +------------------------------------------------------------+------------+-----------+ | | | | +------------------------------------------------------------+------------+-----------+ | Finance expenses | | | +------------------------------------------------------------+------------+-----------+ | Interest payable and similar charges: | | | +------------------------------------------------------------+------------+-----------+ | Bank loans | (27) | (41) | +------------------------------------------------------------+------------+-----------+ 4.PROFIT/(LOSS) BEFORE TAXATION +------------------------------------------------------------+------------+-----------+ | | 2008 | 2007 | +------------------------------------------------------------+------------+-----------+ | | GBP'000 | GBP'000 | +------------------------------------------------------------+------------+-----------+ | The loss on Ordinary activities before taxation is | | | | stated after charging: | | | +------------------------------------------------------------+------------+-----------+ | | | | +------------------------------------------------------------+------------+-----------+ | Fees payable to the Company's auditors for the audit of | | | | the Company's | | | +------------------------------------------------------------+------------+-----------+ | annual financial statements. No other fees were payable to | | | | the auditors | | | +------------------------------------------------------------+------------+-----------+ | by the Company during the year | 9 | 15 | +------------------------------------------------------------+------------+-----------+ 5.EMOLUMENTS OF DIRECTORS OF THE COMPANY +--------------------------------------------------------+---------------+-----------+ | | 2008 | 2007 | +--------------------------------------------------------+---------------+-----------+ | | GBP'000 | GBP'000 | +--------------------------------------------------------+---------------+-----------+ | Aggregate emoluments including benefits in kind | | | | payable | | | +--------------------------------------------------------+---------------+-----------+ | to existing Directors and to those who retired on 7 | 65 | 52 | | April 2008 | | | +--------------------------------------------------------+---------------+-----------+ The emoluments of one Director totalling GBP26,000 are paid to a company controlled by that Director for the provision of his services. In accordance with resolutions approved by Shareholders on 31 March 2008, accrual for payments to the Bettagrade money purchase pension scheme were made by Bettagrade Limited in its completion accounts, in respect of three previous directors of that company. These amounted to GBP60,000 for each of Charles Llewellyn and Charles Pettingell and GBP45,000 in respect of Maurice Taylor. In addition, accrual for compensation for loss of office was included in the completion accounts of Bettagrade, amounting to GBP30,000 for each of these three previous directors, payable upon their resignation from the board of that company. These amounts are included in note 17 to the Financial Statements. No such payments are made to either of the current Directors of the Company. 6.EMPLOYEES +-----------------------------------------------------------+-------------+-----------+ | | 2008 | 2007 | +-----------------------------------------------------------+-------------+-----------+ | | Number | Number | +-----------------------------------------------------------+-------------+-----------+ | The average number of persons, including Directors and | | | | part time | | | +-----------------------------------------------------------+-------------+-----------+ | employees, employed by the Company was as follows:- | | | +-----------------------------------------------------------+-------------+-----------+ | | | | +-----------------------------------------------------------+-------------+-----------+ | Administration and management | 3 | 5 | +-----------------------------------------------------------+-------------+-----------+ | | | | +-----------------------------------------------------------+-------------+-----------+ | | 2008 | 2007 | +-----------------------------------------------------------+-------------+-----------+ | | GBP'000 | GBP'000 | +-----------------------------------------------------------+-------------+-----------+ | Employee costs including Directors (inclusive of payments | | | | made | | | +-----------------------------------------------------------+-------------+-----------+ | to a company controlled by a Director for the provision | | | | of his | | | +-----------------------------------------------------------+-------------+-----------+ | services) | | | +-----------------------------------------------------------+-------------+-----------+ | | | | +-----------------------------------------------------------+-------------+-----------+ | Salaries and wages | 68 | 46 | +-----------------------------------------------------------+-------------+-----------+ | Social Security costs | 2 | 2 | +-----------------------------------------------------------+-------------+-----------+ | | 70 | 48 | +-----------------------------------------------------------+-------------+-----------+ 7.TAXATION +----------------------------------------------------------+-------------+-----------+ | | 2008 | 2007 | | | GBP'000 | GBP'000 | +----------------------------------------------------------+-------------+-----------+ | Current tax | | | +----------------------------------------------------------+-------------+-----------+ | UK Corporation Tax | (10) | - | +----------------------------------------------------------+-------------+-----------+ | | | | +----------------------------------------------------------+-------------+-----------+ | Deferred tax asset | | | +----------------------------------------------------------+-------------+-----------+ | Management expenses and tax losses carried | | | +----------------------------------------------------------+-------------+-----------+ | forward/(utilised) in the year | (67) | 67 | +----------------------------------------------------------+-------------+-----------+ | Taxation (charge)/credit in Income Statement | (77) | 67 | +----------------------------------------------------------+-------------+-----------+ The taxation has been reduced from the amount that would arise from applying the prevailing corporation tax rate to the profit/(loss) before taxation in the Income Statement, as follows:- +----------------------------------------------------+---------------+--------------+ | | Year ended | Year ended | | | 30 September | 30 September | | | 2008 | 2007 | | | GBP'000 | GBP'000 | +----------------------------------------------------+---------------+--------------+ | UK corporation tax (charge)/credit at 20.5% (2007: | | | | 19.5%) | | | +----------------------------------------------------+---------------+--------------+ | on the profit/(loss) before taxation in Income | (133) | 9 | | Statement | | | +----------------------------------------------------+---------------+--------------+ | Expenditure permanently disallowed for taxation | | | | purposes | | | +----------------------------------------------------+---------------+--------------+ | and unrelieved tax losses | (11) | 12 | +----------------------------------------------------+---------------+--------------+ | Difference between taxation on chargeable gains on | | | | disposals | | | +----------------------------------------------------+---------------+--------------+ | of investments and accounting profits on such | 64 | 3 | | disposals | | | +----------------------------------------------------+---------------+--------------+ | Tax losses brought forward from earlier periods | | | | utilised in | | | +----------------------------------------------------+---------------+--------------+ | current year | 70 | - | +----------------------------------------------------+---------------+--------------+ | Tax losses carried forward to future periods | - | (24) | +----------------------------------------------------+---------------+--------------+ | Corporation tax (charge) for the year | (10) | - | +----------------------------------------------------+---------------+--------------+ | | | | +----------------------------------------------------+---------------+--------------+ | Deferred tax asset arising on unrelieved | - | 67 | | management expenses | | | +----------------------------------------------------+---------------+--------------+ | Deferred tax asset utilised in year | (67) | - | +----------------------------------------------------+---------------+--------------+ | Taxation (charge)/credit in Income Statement | (77) | 67 | +----------------------------------------------------+---------------+--------------+ 8.DIVIDEND The Board does not recommend the payment of a dividend for the year ended 30 September 2008. 9.EARNINGS PER ORDINARY SHARE The calculation of the earnings per share of 36.3p (2007: 1.1p) is based on the profit attributable to Ordinary shareholders for the year ended 30 September 2008 of GBP906,000 (2007: profit of GBP23,000) and on the weighted average number of Ordinary shares in issue during the year of 2,492,543 (2007: 2,105,706). The exercise price of the share options was more than the average share price for the year. Therefore no adjustment to earnings is necessary in respect of shares under option, which would otherwise result in diluted earnings per share being different from the basic earnings per share. The shares under option may in the future dilute earnings per share, in which case the effect would be reported as diluted earnings per share. 10. INVESTMENTS +------------------------------------------+--------------+--------------+------------+ | | Loans to | Investment | Total | | | Group | in | | | | companies | subsidiary | | | | | undertakings | | +------------------------------------------+--------------+--------------+------------+ | | GBP'000 | GBP'000 | GBP'000 | +------------------------------------------+--------------+--------------+------------+ | At 1 October 2007 | 373 | 861 | 1,234 | +------------------------------------------+--------------+--------------+------------+ | Less sale of investment and repayment of | | | | +------------------------------------------+--------------+--------------+------------+ | inter-group indebtedness during the | (373) | (861) | (1,234) | | year | | | | +------------------------------------------+--------------+--------------+------------+ | At 30 September 2008 | - | - | - | +------------------------------------------+--------------+--------------+------------+ During the year ended 30 September 2008, the Company sold its last trading subsidiary and accordingly the Company had no subsidiary undertakings at 30 September 2008. Further information relating to the sale is set out in note 2 to the financial statements. 11.TRADE AND OTHER RECEIVABLES +---------------------------------------------------------+-------------+-------------+ | | 2008 | 2007 | +---------------------------------------------------------+-------------+-------------+ | | GBP'000 | GBP'000 | +---------------------------------------------------------+-------------+-------------+ | Trade receivables | - | 3 | +---------------------------------------------------------+-------------+-------------+ | Other receivables | 60 | 5 | +---------------------------------------------------------+-------------+-------------+ | Prepayments and accrued income | 15 | 5 | +---------------------------------------------------------+-------------+-------------+ | | 75 | 13 | +---------------------------------------------------------+-------------+-------------+ 12.CASH AND CASH EQUIVALENTS +---------------------------------------------------------+-------------+-------------+ | | 2008 | 2007 | +---------------------------------------------------------+-------------+-------------+ | | GBP'000 | GBP'000 | +---------------------------------------------------------+-------------+-------------+ | Current account | 17 | - | +---------------------------------------------------------+-------------+-------------+ | 1 month deposit at 5.36% per annum maturing 1 October | 50 | - | | 2008 | | | +---------------------------------------------------------+-------------+-------------+ | 3 month deposit at 5.99% per annum maturing 19 November | 1,500 | - | | 2008 | | | +---------------------------------------------------------+-------------+-------------+ | 3 month deposit at 5.99% per annum maturing 1 December | 293 | - | | 2008 | | | +---------------------------------------------------------+-------------+-------------+ | Cash and cash equivalents per balance sheet | 1,860 | - | +---------------------------------------------------------+-------------+-------------+ | Less bank overdraft | - | (542) | +---------------------------------------------------------+-------------+-------------+ | Cash and cash equivalents per cash flow statement | 1,860 | (542) | +---------------------------------------------------------+-------------+-------------+ 13.TRADE AND OTHER PAYABLES +---------------------------------------------------------+-------------+-------------+ | | 2008 | 2007 | +---------------------------------------------------------+-------------+-------------+ | | GBP'000 | GBP'000 | +---------------------------------------------------------+-------------+-------------+ | Amounts owed to Group undertakings (since sold) | - | 97 | +---------------------------------------------------------+-------------+-------------+ | Other payables | 4 | 2 | +---------------------------------------------------------+-------------+-------------+ | Other taxes and social security | 1 | 2 | +---------------------------------------------------------+-------------+-------------+ | Accruals and deferred income | 125 | 21 | +---------------------------------------------------------+-------------+-------------+ | | 130 | 122 | +---------------------------------------------------------+-------------+-------------+ 14.FINANCIAL INSTRUMENTS The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies to provide protection for the Company's activities are reviewed during the year to reflect changes in market conditions. The Directors monitor compliance with the Company's risk management policies and procedures and review the adequacy of the risk management framework in relation to the risks faced by the Company. The main risks arising from the Group's financial instruments are interest rate risk and liquidity risk. The policies for managing these risks are summarised below. Interest rate risk Until sale of its subsidiary on 31 March 2008, the Company financed its operations through a mixture of equity shareholders' funds and bank borrowings, but on that date the entire bank debt was repaid. Since completion of the sale, the Company's funding risk has centred on maximising the interest receivable on the Company's bank deposits, subject to acceptable levels of risk. Liquidity risk The Company's policy is to retain a balance between short-term flexibility, achieved through overdraft facilities, and longer term planning through longer-term instalment debt. At 30 September 2008, no facilities had been drawn on an interest bearing basis. 15.SHARE CAPITAL +---------------------------------------------------------+--------------+------------+ | | 2008 | 2007 | +---------------------------------------------------------+--------------+------------+ | | GBP'000 | GBP'000 | +---------------------------------------------------------+--------------+------------+ | Authorised: | | | +---------------------------------------------------------+--------------+------------+ | 7,499,900 Ordinary shares of 75p each | 5,625 | 5,625 | +---------------------------------------------------------+--------------+------------+ | 100 'A' Ordinary Shares of 75p each | - | - | +---------------------------------------------------------+--------------+------------+ | | 5,625 | 5,625 | +---------------------------------------------------------+--------------+------------+ | Allotted, called-up and fully paid | | | +---------------------------------------------------------+--------------+------------+ | At 1 October 2007: | | | +---------------------------------------------------------+--------------+------------+ | 2,105,606 Ordinary shares | 1,579 | 1,579 | +---------------------------------------------------------+--------------+------------+ | 100 'A' Ordinary Shares of 75p each | - | - | +---------------------------------------------------------+--------------+------------+ | 800,000 Ordinary shares issued on 7 April 2008 at 75p | 600 | - | | per share | | | +---------------------------------------------------------+--------------+------------+ | 2,905,606 Ordinary Shares at 30 September 2008 | 2,179 | 1,579 | +---------------------------------------------------------+--------------+------------+ Options have been granted under the Executive Share Option Scheme to subscribe for a total of 264,560 Ordinary shares of the Company at an exercise price of 95p per share. No options were granted or exercised during the year. The options are exercisable at various dates until April 2015. As part of the proposals set out in the Circulars to Shareholders dated 14 March 2008 and 6 March 2009, the Company's 100 'A' Ordinary Shares that were in issue at the Company's previous year end, were exchanged by their then owner for Hurlingham's holding of 330,000 5% preference shares in its then subsidiary Bettagrade Limited. This was approved by the High Court on 24 June 2009, which became effective on its registration at Companies House on 2 July 2009. This enabled the Company to lawfully cancel all of its 'A' Ordinary Shares. As a result, the issued share capital of the Company at the date of approval of these financial statements consists solely of Ordinary shares. 16.MOVEMENT ON RESERVES +------------------------------------------------------+------------+--------------+ | | Share | Retained | | | premium | earnings | | | account | GBP'000 | | | GBP'000 | | +------------------------------------------------------+------------+--------------+ | Balance at 1 October 2006 | 362 | (1,314) | +------------------------------------------------------+------------+--------------+ | Profit for the year ended 30 September 2007 | - | 23 | +------------------------------------------------------+------------+--------------+ | Balance at 1 October 2007 | 362 | (1,291) | +------------------------------------------------------+------------+--------------+ | Costs arising on issue of shares (including | | | | GBP13,000 accrued | | | +------------------------------------------------------+------------+--------------+ | at 30 September 2008) | (31) | - | +------------------------------------------------------+------------+--------------+ | Profit for the year ended 30 September 2008 | - | 906 | +------------------------------------------------------+------------+--------------+ | Net cost of acquisition of 'A' Ordinary Shares | | (330) | +------------------------------------------------------+------------+--------------+ | Balance at 30 September 2008 | 331 | (715) | +------------------------------------------------------+------------+--------------+ 17.TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS IN PENCE PER SHARE The total equity attributable to shareholders of Hurlingham in pence per share is calculated by dividing the total equity attributable to shareholders of Hurlingham at each period end by the number of ordinary shares in issue at such dates. The relevant figures are as follows:- +-----------------------------------------+---------+------------------+---------------+ | | | 30 September | 30 September | | | | 2008 | 2007 | +-----------------------------------------+---------+------------------+---------------+ | Total equity attributable to | | | | | shareholders of | | | | +-----------------------------------------+---------+------------------+---------------+ | Hurlingham per consolidated balance | | | | | sheet on | | | | +-----------------------------------------+---------+------------------+---------------+ | page 16 of financial statements | | | | | (consolidated at | | | | +-----------------------------------------+---------+------------------+---------------+ | 30 September 2007 but excluding that | | | | +-----------------------------------------+---------+------------------+---------------+ | attributable to 'A' Ordinary Shares) | GBP'000 | 1,795 | 1,965 | +-----------------------------------------+---------+------------------+---------------+ | | | | | +-----------------------------------------+---------+------------------+---------------+ | Number of ordinary shares in issue at | | | | | period end | | | | +-----------------------------------------+---------+------------------+---------------+ | (Note 15) | '000 | 2,906 | 2,106 | +-----------------------------------------+---------+------------------+---------------+ | | | | | +-----------------------------------------+---------+------------------+---------------+ | Total equity attributable to | | | | | shareholders of | | | | +-----------------------------------------+---------+------------------+---------------+ | Hurlingham in pence per share | Pence | 62p | 93p | +-----------------------------------------+---------+------------------+---------------+ The movement in net asset value of the Group as disclosed in the audited financial statements of the Group for the year ended 30 September 2007, to the position at 30 September 2008, is summarised below:- +---------------------------------------------------------------+-------------------+ | | Year ended | | | 30 September | | | 2008 | | | GBP'000 | +---------------------------------------------------------------+-------------------+ | Equity shareholders' funds of the Group at 30 September 2007 | 2,295 | +---------------------------------------------------------------+-------------------+ | Less accrual for pension payments and compensation | | | arrangements to | | +---------------------------------------------------------------+-------------------+ | Retiring Directors of Bettagrade Limited approved at General | | | Meeting of | | +---------------------------------------------------------------+-------------------+ | Shareholders held on 31 March 2008 | (255) | +---------------------------------------------------------------+-------------------+ | Less costs of reorganisation referred to in circulars to | | | Shareholders dated | | +---------------------------------------------------------------+-------------------+ | 14 March 2008 and 6 March 2009 | (225) | +---------------------------------------------------------------+-------------------+ | Less Bettagrade deferred tax asset at 30 September 2007 | (36) | +---------------------------------------------------------------+-------------------+ | Less loss recorded by Bettagrade Limited in management | | | accounts to | | +---------------------------------------------------------------+-------------------+ | 31 March 2008 | (89) | +---------------------------------------------------------------+-------------------+ | Less 'A' Ordinary Shares exchanged as part consideration for | | | sale of | | +---------------------------------------------------------------+-------------------+ | Bettagrade Limited charged against reserves above, as | | | referred to in | | +---------------------------------------------------------------+-------------------+ | circulars to shareholders dated 14 March 2008 and 6 March | (330) | | 2009 | | +---------------------------------------------------------------+-------------------+ | | | +---------------------------------------------------------------+-------------------+ | Less loss after interest and tax for year ended 30 September | | | 2008 per page | | +---------------------------------------------------------------+-------------------+ | 15 of financial statements (excluding net gain on sale of | | | Bettagrade | | +---------------------------------------------------------------+-------------------+ | Limited of GBP1,071,000 in Company results, reflecting values | | | already | | +---------------------------------------------------------------+-------------------+ | included in Shareholders' funds at 30 September 2007) | (165) | +---------------------------------------------------------------+-------------------+ | Add funds raised from share subscription on 7 April 2008 | 600 | +---------------------------------------------------------------+-------------------+ | | | +---------------------------------------------------------------+-------------------+ | Total equity attributable to Ordinary Shareholders of the | | | Company at | | +---------------------------------------------------------------+-------------------+ | 30 September 2008 per page 16 of financial statements | 1,795 | +---------------------------------------------------------------+-------------------+ 18.RELATED PARTIES For the period from 1 October 2007 to the date of their resignation from the Board on 7 April 2008, three former Directors charged the Company for services as summarised below:- +-------------+---------------------+------------+------------+------------+------------+ | Director | Business | Year | Year | Balance at | Balance at | | | | ended | ended | 30 | 30 | | | | 30 | 30 | September | September | | | | September | September | 2008 | 2007 | | | | 2008 | 2007 | | | +-------------+---------------------+------------+------------+------------+------------+ | | | GBP'000 | GBP'000 | GBP'000 | GBP'000 | +-------------+---------------------+------------+------------+------------+------------+ | C. E. J. | Lance Service | 4 | 13 | - | - | | Llewellyn | Agency | | | | | +-------------+---------------------+------------+------------+------------+------------+ | C. | Charles Pettingell | 4 | 13 | - | - | | Pettingell | Associates | | | | | +-------------+---------------------+------------+------------+------------+------------+ | M. V. | Chardon Trading | 5 | 13 | - | 1 | | Taylor | Ltd. | | | | | +-------------+---------------------+------------+------------+------------+------------+ No charges for services of this nature have been made to the Company by the existing Directors of the Company, A.F. Blurton or D.J. St. C. Low, during the current or previous years. The emoluments payable by the Company to D.J. St. C. Low are paid to a company controlled by D.J. St. C. Low. 19.POST BALANCE SHEET EVENT In accordance with the circular to Shareholders dated 14 March 2008, and as part of the approval of resolutions at the General Meeting of the Company held on 31 March 2008, the Company was authorised by Shareholders to acquire 100 'A' Ordinary Shares in its capital in exchange for 330,000 5% Preference Shares of GBP1 in the capital of Bettagrade Limited. On 6 March 2009, the Company issued a further circular to its Shareholders in respect of these matters. During the period covered by these financial statements, the Board recognised that part of the approval by shareholders of the first resolution at the General Meeting of the Company held on 31 March 2008, authorising the Company to acquire 100 'A' Ordinary Shares in its capital, was invalid. Accordingly, a General Meeting was convened for 2 April 2009 at which resolutions were passed authorising the lawful cancellation of the Company's 'A' Ordinary Shares and application to the High Court for confirmation. The High Court sanctioned that cancellation on 24 June 2009, which became effective on its registration at Companies House on 2 July 2009. This had the equivalent effect to the transaction originally approved by Shareholders on 31 March 2008 and is reflected in these financial statements. 20.FINANCIAL STATEMENTS The financial information set out in these Financial Statements in relation to the Company includes information for the year ended 30 September 2008, with comparative information for the year ended 30 September 2007. Statutory financial statements for the year ended 30 September 2007 have been delivered to the Registrar of Companies. The auditors have reported on those financial statements; their reports were unqualified and did not contain statements under Section 237(2) or (3) of the Companies Act 1985. This Report will be sent to shareholders during July 2009 and an electronic copy is available on the Company's website at www.hurlinghamplc.co.uk. The audited financial statements of Hurlingham Plc for the year ended 30 September 2007 and further copies of this report are available from the Chairman of the Company, A.F. Blurton, at the Company's registered office of 1 West Garden Place, Kendal Street, London W2 2AQ. This information is provided by RNS The company news service from the London Stock Exchange END FR UUUGGMUPBGGQ
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