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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ross Group Plc | LSE:RGP | London | Ordinary Share | GB0002192606 | ORD 0.1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.75 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Engineering Services | 0 | -2.58M | -0.0106 | -0.71 | 1.82M |
TIDMRGP
RNS Number : 9007L
Ross Group PLC
15 September 2021
Hot Features
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Ross Group Plc Half Yearly Financial Report 30(th) June 2021
HALF YEARLY FINANCIAL REPORT
FOR THE SIX MONTHSED 30 JUNE 2021
Financial Summary (6 months
to 30 June 2021) 2021 2020
GBP'000 GBP'000 Change
Group Revenue - - -
Gross Profit/(Loss) - - -
Profit/(Loss) before tax (267) (830) 67.8%
Basic earnings per share -0.122p -0.379p 67.8%
Diluted earnings per share -0.122p -0.379p 67.8%
Chairman's Statement
It is once again my pleasure to report to you on both the business activities
and the financial interim results of the Ross Group PLC ("Group") for the
six month period ended 30th June 2021.
Throughout the COVID pandemic period, the Group has continued diligently
researching and exploring specific supply chain management strategic opportunities;
primarily involving potential start-ups, mergers, acquisitions and/or business
alliances.
Our existing Chitin investment is progressing in accordance with the expectation
of RGP-525 and whilst RGP-525 is continuing its research and development
into mass production of Chitin, your Board is confident that this has the
potential to become a worthy business in the future.
In addition, the Group is still deploying our specialist supply chain management
services on a project-by-project basis.
Since becoming Chairman, I have always been mindful - even while our Board
of Directors were constantly conducting such exploratory and research work
- that our operating businesses and Premium Listing Company status should
always be capable of generating sufficient profit and/or cashflow from its
traditional specialist supply chain management services, in order to primarily
cover running costs of the business on a potentially worst-case scenario
and/or to be able to finance due diligences of potentially feasible opportunities.
Also, especially given the continuation of COVID into this exceptionally
unusual year, we have had to rightfully continue to incur such significant
restructuring expenses - all of which are considered to be reasonable given
our previous years of careful and conservative costings - which throughout
this particular period, we are also pleased to announce that the Board has
responded as best as possible through taking diligent and prudent measures
accordingly.
In this respect, our 2021 interim result of a GBP267,000 loss (2020: GBP830,000
loss) is considered both understandable and justifiable.
As the Group is still undergoing a research, development and exploratory
mode, there has subsequently been no income during this period. Costs and
overhead have progressively decreased over 2020 - Largely due to the implementation,
effect and relative success of our various restructuring strategies.
We continue to be prudent and focused in our supply chain management and
also our Board remains conservatively confident that we will be progressively
focusing in on identifying and being able to put forward an appropriate specialist
supply chain strategy and/or appropriate acquisition for due consideration
and to hopefully be able to then recommend to our Shareholders at some stage
in the foreseeable future.
As a result, your Board has recently also decided to place an additional
amount of equity equal to 6% of its existing shareholding as per the Announcement
released on the London Stock Exchange's RNS website on 10th September 2021
which we believe will be able to better support detailed discussions and
due diligences; especially in the second half of this year.
The Board and myself are satisfied with the progress that we have made over
this period in identifying, initiating, and implementing our emergency short-term
strategic plans; including, but not limited to, the ongoing restructuring
of the Group and, in particular, specific businesses, in order to be able
to both maintain running an efficient supply chain management operation,
while also being capable of capturing any considered appropriate opportunity;
as and when or if it is presented.
Regarding the consequential subject of Brexit, given the departure from the
EU, the timing, terms and impact of the United Kingdom's exit are still somewhat
difficult to evaluate; especially with the combined confluence and continuation
of COVID.
Regardless of the time scale, terms and conditions of the United Kingdom's
exit from the European Union, the result with regard to the political and
economic outlook of the United Kingdom and the European Union, has been largely
not resulted in any major volatility on the exchange rate between the Pound
Sterling ("GBP") and the Euro ("EUR") and more generally, between the GBP/Pound
and other international currencies such as the US Dollar ("US$")
Because the operating subsidiaries of RGP are presently based both in the
United States and also outside of Europe, they are therefore predominately
in a US$ currency environment and while this could lead to adverse consequences
in terms of US$/GBP exchange rates, our respective subsidiaries and/or joint
ventures are not yet fully trading or selling products, and therefore we
do not anticipate any material negative impact and do not intend to take
specific measures to cover fluctuations of the currency market at this stage.
At this time, I would like to particularly personally thank our Board of
Directors, our specialist contractors, consultants and advisors, for all
their excellent support, commitment and hard work in helping the Group towards
achieving its aims.
Also, as always, I would also like to personally thank our extraordinary
loyal shareholders for their continued patience and understanding.
We would like to wish all of them and everyone else the very best of health
during these continuing difficult and dangerous COVID times.
Sincerely,
Barry Richard Pettitt
Chairman and Group Managing Director
Approved 15(th) September 2021
CONDENSED CONSOLIDATED INCOME STATEMENT UNAUDITED
6 months 6 months Year
ended 30 ended ended
June 30 June 31 Dec
2021 2020 2020
GBP'000 GBP'000 GBP'000
Group Revenue - - 43
Gross Profit - - 4
Profit / (Loss) before Finance Cost 82 (559) (925)
--------- ----------- -------------
Finance Cost 349 271 538
(Loss) before Taxation (267) (830) (1,463)
--------- ----------- -------------
Taxation - - -
(Loss) for the Period (267) (830) (1,463)
--------- ----------- -------------
Earnings per share (pence) -0.122 -0.379 -0.669
Adjusted earnings per share (pence) -0.122 -0.379 -0.669
Earnings per share from continuing
operations(pence) -0.122 -0.379 -0.669
Adjusted earnings per share
(pence) -0.122 -0.379 -0.669
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY UNAUDITED
Share Accumulated Other Total
Capital Losses Reserves
GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 Jan 2020 11,218 (39,175) 24,019 (3,938)
(Loss) / Profit for the
period (830) (830)
Foreign exchange adjustment - (196) - (196)
--------- ------------ ---------- --------
Total comprehensive income
/ (deficit) - (1,026) - (1,026)
--------- ------------ ---------- --------
Movement on convertible
loans - - 318 318
Balance at 30 June 2020 11,218 (40,201) 24,337 (4,646)
--------- ------------ ---------- --------
(Loss) / Profit for the
period (633) (633)
Foreign exchange adjustment - 260 - 260
--------- ------------ ---------- --------
Total comprehensive income
/ (deficit) - (373) - (373)
--------- ------------ ---------- --------
Value of conversion rights
on convertible loans - - 8 8
Balance at 31 Dec 2020 11,218 (40,574) 24,345 (5,011)
--------- ------------ ---------- --------
Balance at 1 Jan 2021 11,218 (40,574) 24,345 (5,011)
(Loss) / Profit for the
period (267) (267)
Foreign exchange adjustment - 32 - 32
Total comprehensive income
/ (deficit) - (235) - (235)
--------- ------------ ---------- --------
Movement on convertible
loans - - 170 170
Balance at 30 June 2021 11,218 (40,809) 24,515 (5,076)
--------- ------------ ---------- --------
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION UNAUDITED
6 months 6 months Year Ended
ended 30 ended 30
June June 31 Dec
2021 2020 2020
GBP'000 GBP'000 GBP'000
Non Current Assets 838 1,322 1,090
Current Assets:
Inventories - 41 -
Trade and Other Receivables 88 70 269
Cash and Cash Equivalents 307 345 91
395 456 360
Total Assets 1,233 1,778 1,450
--------- --------- -----------
Equity and Liabilities
Shareholders' Equity:
Share Capital 11,218 11,218 11,218
Share Premium Account 3,146 3,146 3,146
Other Reserves 15,384 15,384 15,384
Convertible debentures 5,985 5,650 5,815
Retained Earnings (40,809) (40,201) (40,574)
--------- --------- -----------
Total Equity (5,076) (4,803) (5,011)
Non-Current Liabilities:
Lease Liabilities 28 300 183
Long Term Borrowings 1,727 1,866 1,705
Current Liabilities:
Trade and Other Payables 3,178 3,300 3,408
Shareholders funds in advance 378 - -
Lease Liabilities 35 249 208
Bank Overdraft and Loans 963 866 957
--------- --------- -----------
Total Liabilities 6,309 6,581 6,461
Total Equity and Liabilities 1,233 1,778 1,450
--------- --------- -----------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED
6 months 6 months Year Ended
ended 30 ended 30
June June 31 Dec
2021 2020 2020
GBP'000 GBP'000 GBP'000
Net Cash From/(Used In) Operating
Activities (281) (222) (168)
Net Cash Used In Investing
Activities 567 (53) (19)
Cash Flows From Financing Activities:
Amount withdrawn by Directors 5 (11) (38)
Net Increase/(Decrease) In
Borrowings and Lease Liabilities (75) (18) (333)
--------- --------- -----------
Net Cash Flow From Financing
Activities (70) (29) (371)
--------- --------- -----------
Net Increase/(Decrease) In
Cash and Cash Equivalents 216 (304) (558)
Cash and Cash Equivalent at
Beginning of Period 91 649 649
--------- --------- -----------
Cash and Cash Equivalent at
End of Period 307 345 91
--------- --------- -----------
Notes to the Interim Report
(1) The financial information contained in these statements for the six months
ended
30 June 2021 and 30 June 2020 is unaudited and does not constitute statutory
accounts as defined in section 434 of the Companies Act 2006.
These statements are prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the UK.
The interim financial statements have been prepared on the basis of the
accounting policies set out in the audited statutory accounts for the year
ended
31 December 2020.
(2) Reconciliation of Operating (Loss) / Profit to Net Cash Flows From Operating
Activities 6 months 6 months Year Ended
ended 30 ended 30
June June 31 Dec
2021 2020 2020
GBP'000 GBP'000 GBP'000
Operating Profit / (Loss) 82 (2,926) (925)
Profit on sale of fixed assets (578) - 40
Exchange differences 29 (9) 92
Depreciation and Amortisation 260 1,478 279
(Increase)/ Decrease In Inventories - (1,311) 39
(Increase)/ Decrease In Trade
and Other Receivables 176 (102) (146)
Increase/(Decrease) In Trade
and Other Payables (250) 14,619 453
Net Cash Generated From/(Used
In) Operations (281) 11,749 (168)
(3) No ordinary interim dividend is proposed for 2021 (2020 - GBPNil).
(4) The comparative cash flow for the year ended 31 December 2020 has been
extracted from the audited accounts. The cash flows for the six months ended
30
June 2020 and 30 June 2021 are unaudited.
(5) Reconciliation of Movements In Equity 6 months 6 months Year Ended
ended 30 ended 30
June June 31 Dec
2021 2020 2020
GBP'000 GBP'000 GBP'000
Share Premium Account
Brought Forward 3,146 3,146 3,146
Movement - - -
--------- --------- -----------
Carried Forward 3,146 3,146 3,146
--------- --------- -----------
Other Reserves
Brought Forward 15,384 15,384 15,384
Movement - - -
--------- --------- -----------
Carried Forward 15,384 15,384 15,384
--------- --------- -----------
Retained Earnings
Brought Forward (40,574) (39,175) (39,175)
(Loss) / Profit for the Period (267) (830) (1,463)
Foreign exchange adjustment 32 (196) 64
Carried Forward (40,809) (40,201) (40,574)
Convertible Debenture
Brought Forward 5,815 5,489 5,489
Movement 170 161 326
Carried Forward 5,985 5,650 5,815
--------- --------- -----------
(6) Non Current Assets Right of Property,
use assets Plant &
Investments Land & Buildings Equipment Total
GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 January 2021 424 699 359 1,482
Foreign exchange
adjustment - (3) - (3)
Additions - - 11 11
Impairment reversal - - 2,969 2,969
Disposals - (558) (2,969) (3,527)
At 30 June 2021 424 138 370 932
------------ ----------------- ---------- --------
Depreciation /
Amortisation
At 1 January 2021 - 388 4 189
Charge for the period - 251 9 97
On disposals - (558) - -
------------ ----------------- ---------- --------
At 30 June 2021 - 81 13 94
------------ ----------------- ---------- --------
Net Book Value
At 30 June 2021 424 57 357 838
------------ ----------------- ---------- --------
At 1 January 2021 424 311 355 1,090
------------ ----------------- ---------- --------
(7) Inventory 30 June 31 Dec 30 June
2021 2020 2020
GBP'000 GBP'000 GBP'000
Raw materials - - 41
- - 41
--------- ------------------------- --------
(8) Current Assets 30 June 31 Dec 30 June
2021 2020 2020
GBP'000 GBP'000 GBP'000
Trade receivables - 83 -
Prepayments and accrued income 11 109 11
Other debtors 6 - 8
Directors loan 58 63 36
Loans to associated undertakings 13 14 15
88 269 70
-------- -------- --------
Interest is charged on the Directors loan at a commercial rate.
(9) Current Liabilities 30 June 31 Dec 30 June
2021 2020 2020
GBP'000 GBP'000 GBP'000
Trade payables 245 461 243
Other creditors 496 377 427
Accruals and deferred income 191 344 226
Amounts owed to associated undertakings 2,246 2,226 2,404
Lease creditor 35 208 249
Other loans 8 3 -
Debentures 955 954 866
Shareholders funds in advance 378 - -
4,554 3,833 4,415
-------- -------- --------
(10) Non Current Liabilities 30 June 31 Dec 30 June
2021 2020 2020
GBP'000 GBP'000 GBP'000
Lease creditor 28 183 300
Debentures - - 86
Other loans 1,727 1,705 1,780
1,755 1,888 29,767
-------- -------- --------
(11) On 27 September 2018 two convertible loan debentures were issued for
GBP4,010,000 and GBP2,062,172 with a coupon rate of 5%.
The loan notes are convertible into Ordinary shares of the parent entity
in three years after the date of issue. The convertible loan debenture will
give right to a percentage of the issued share capital of the parent company
at the date of conversion. Each tranche of GBP1 million debenture owed by
the long term holders correspond to 4.925% of the issued share capital at
the date of conversion, resulting in a fixed percentage of the issued share
capital of the company to be allotted to the loan holders regardless of the
value / amount of the share capital of the company. 30 June 31 Dec
2021 2020
GBP'000 GBP'000
Face value of notes issued 6,072 6,072
Value of conversion rights 5,985 5,815
Convertible loan debenture liability 954 954
-------- --------
Interest expense recognized in period 171 329
-------- --------
The other loans have been advanced to the company from One World Limited.
The funding was provided for a three year period, and interest is charged
on these loans at 6%.
(12) On 10 September 2021 the company made an announcement to the London
Stock Exchange confirming the issue of 13,126,051 shares equivalent to 6%
of its existing shareholding at a fixed price of 2.8 pence per new ordinary
share.
(13) As no revenue has been generated throughout the group in this period
and the amount in the prior year was minimal and was through the subsidiary
Ross Diversified Trading Limited, the Chief Operating Decision Maker believes
the information already disclosed in the interim financial statements is
adequate to fulfill the requirements of IFRS8 segmental reporting. This will
be reconsidered at the year end and in future periods as the group begins
to trade.
(14) The Interim Report will be sent by mail to all registered shareholders
and copies will be available from the Company's registered office at 71-75
Shelton Street, London, WC2H 9JQ. A downloadable copy will also be posted
on the Company's website www.ross-group.co.uk
Responsibility statement:
The Directors confirm that, to the best of their knowledge: -
a) the condensed set of financial statements has been prepared in accordance
with International Financial Reporting Standards (IFRS) and IAS 34 'Interim
Financial Reporting';
b) the financial statements give a true and fair view of the assets, liabilities,
financial position and loss of the company:
c) the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six
months and description of principal risks and uncertainties for the remaining
six months of the year); and
d) the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and changes
therein).
On behalf of the Board
B Pettitt
Chief Executive Officer
Ross Group plc
Registered Office
71 - 75 Shelton Street
London WC2H 9JQ
Contact - M Simon, Non Executive Director
Tel. - 07887 628152
Email - michael@simonsilvermyer.com
Website - www.ross-group.co.uk
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