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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Speymill | LSE:SYG | London | Ordinary Share | IM00B1ZBDN89 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.325 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMSYG
RNS Number : 9644H
Speymill PLC
27 June 2013
For Immediate Release 27 June 2013
Speymill plc
("Speymill" or the "Company")
Annual Report and Accounts
The Company is pleased to announce its audited annual report and accounts for the year ended 31 December 2012 (the "Accounts"). The Accounts containing an unqualified audit opinion will be sent to Shareholders shortly and will also shortly be available at the Company's website, www.speymill.com.
For further information:
Speymill PLC
Denham Eke
Tel +44 (0)1624 640860
Beaumont Cornish Limited (Nominated Adviser and Broker)
Roland Cornish
Tel +44 (0)207 628 3396
Extracts of the Accounts are set out below:
Chairman's statement
In the Interim Report for 2012, I commented on the difficult conditions we face and the continuing need to restructure the Group in the light of market conditions. We have had to make a number of difficult decisions since that point, one of which culminated with the announcement of the Administration of Speymill Contracts Limited ("Contracts") on 19 December 2012. I would now take this opportunity to report further and update you on the challenges that still confront us.
Results
During the year ended 31 December 2012, the Group returned a Total Comprehensive Loss before tax of GBP6.12 million (2011: loss of GBP0.43 million). These figures represent a combination of continuing and discontinued operations, with continuing operations returning a loss before tax of GBP4.20 million for 2012 (2011: loss of GBP1.45 million).
As a consequence of Contracts entering administration we have included their results to 31 October 2012 as being the last date for which we have substantive accounting information. Thus for the period to 31 October 2012, Contracts made a loss before tax of GBP4.01 million (12 months for 2011: profit of GBP0.11 million).
The Group's German property investments generated a loss of GBP3.71 million (2011: profit of GBP0.75 million). This result includes a loss of GBP3.96 million that we have had to recognise following the revised valuation of the properties held by the investing entities of Horsfield Limited and Wyatt Limited.
The Group's turnover for continuing operations for the year was GBP1.52 million, (2011: GBP1.54 million), the decline being principally due to foreign exchange fluctuations.
As with the prior year, there is no tax charge for the year in respect of continuing activities. In relation to discontinued operations, we have recognised a tax charge of GBP0.01 million (2011 a tax recovery of GBP0.39 million).
Financial position
The Group's financial position showed net liabilities of GBP3.09 million at 31 December 2012 (2011: net assets of GBP3.03 million), an adverse swing of GBP6.12 million.
Of the GBP1.15 million Cash Held on the Balance Sheet, GBP1.03 million is held as further security in favour of Deutsche Genossenschafts-Hypothekenbank AG ("DG Hyp"), the German bank financing the property loans.
As a result of the various changes we have had to make, Shareholder Equity has reversed to a negative GBP3.09 million (2011: positive GBP3.03 million).
Speymill Contracts
As I commented in the Interim Report, Contracts generated GBP12.1 million of turnover for the first six months of 2012 but made a loss of GBP1.76 million. In the period following this announcement, the position at Contracts continued to decline in terms of the profitability of existing projects and, more importantly, their need for increased working capital developed into a regular and onerous burden.
As a consequence, the Group's Directors engaged professional advisors to undertake comprehensive reviews of the situation at Contracts and to advise on options to manage the situation. Ultimately, the deteriorating financial position combined with no realistic prospect of further work resulted in a position where the Group's Directors believed that they could not continue to support Contracts without compromising the future of the Group as a whole. Therefore, as announced on 19 December 2012, Contracts was placed into Administration.
As at 31 October 2012, the last set of accounts available before the Administration, Contracts reported a turnover for 2012 of GBP19.80 million and a loss before tax of GBP4.01 million. As at the same date, Contracts had net liabilities of GBP18.27 million. Taking into account the net liability position, the writing-off of Group intercompany debt and the provision for certain further liabilities which may potentially arise from Contract's Administration, the Group recognised an effective gain on disposal of GBP1.31 million.
German Property Investment
The German property investment entities, Horsfield Limited ("Horsfield") and Wyatt Limited ("Wyatt") generated revenue of GBP1.52 million for 2012 (2011: GBP1.54 million).
As part of the loan conditions, DG Hyp, the funding bank for the portfolios, having expressed concerns regarding the previous valuation of the portfolio, requested a revaluation. The Directors had previously undertaken an internal review of the properties based on the value of other properties in similar areas that were available for sale. As a result of this, and following IFRS requirements, an external and independent valuation was undertaken by CBRE GmbH. Whilst the Directors are mindful that some German property, particularly that in Berlin has increased in value recently, the properties owned by Horsfield and Wyatt are in the south east of Germany, in and around Leipzig, Dresden, Halle and the surrounding areas. This area has not experienced the same rise in value and indeed, transactions at the level we might hope for are not currently available.
This valuation provided a combined worth of Horsfield and Wyatt of GBP17.89 million (2011: GBP22.13 million), a downgrade of GBP4.25 million leading to a recognised loss of GBP3.71 million (2011: GBP0.75 million).
Speymill Deutsche Immobilien Company plc ("SDIC")
As part of the acquisition of GOAL construction GmbH and termination of the Investment Management Agreement, SDIC issued convertible loan notes ("Loan Notes") to Speymill in the aggregate amount of EUR2.088 million. As announced on 24 May 2012, a final settlement has been reached in relation to these Loan Notes whereby the Group agreed to accept EUR1.86 million in settlement of the outstanding principal and interest.
Proposed Restructuring
Since 2009 I, together with others, have been providing funding to the Group to allow it to continue as a going concern. Since June 2010, Burnbrae Limited (a company which is indirectly wholly owned by the trustee of a settlement under which I have a life tenancy) and I have been providing a funding facility to provide Speymill with the working capital it requires, the current outstanding balance of this facility being GBP6.28 million.
The Group's Directors have been considering strategic options for some time and the Administration of Contracts together with the downward revaluation of the German properties has only served to focus that thinking on how the Group might move forward. In particular, the Board is concerned that the German properties have to be re-financed in 2014 and also that additional sums will be needed to both maintain and refurbish the portfolios to maximise rental yields before this negotiation which is likely to be complex, particularly considering the worth of the Group's balance sheet. Thus having considered all the options for allowing the Group to continue to trade for the benefit of all shareholders and the likely quantum of the future financing requirement to achieve this, the Group's directors propose a transaction whereby the divestment of the German property entities will be used to part satisfy the current shareholder loan liability thereby creating a company with minimised legacy issues and capable of delivering a new investing strategy. Further details of this are provided in the accompanying Circular and to which I would ask you to refer.
The Directors therefore propose to move the Group in a new direction as an investment company and accordingly propose to extinguish a proportion of the existing debt through the transfer of the German investment property as repayment for part of the loan. As part of the same proposed deal a payment of GBP300,000 in cash will be made, which will provide the Group with working capital to meet its expected liabilities for a further year. The intention is to place the Group in a position where it can seek an investment opportunity with an entity that wishes to obtain an AIM market listing.
As this proposed transaction will require shareholder approval, we have included the relevant information in the attached Circular and propose to hold a General Meeting following the Annual General Meeting on 30 July 2013 at which we will seek approval for this transaction.
In order to allow time for the required shareholder vote at a General Meeting, I together with Burnbrae, have agreed to extend the current shareholder loan facility until 31 August 2013. If the relevant approval is granted then the loan balance will be reduced by the value of the assets transferred to Burnbrae and myself and the remaining balance will be incorporated into a new facility provided by Galloway Limited ("Galloway"), and which is indirectly wholly owned by a Trust in which I have a life interest. The intention would be to hold this balance until such time as a suitable investment is identified and then Galloway would intend to convert the remaining balance into shares in the Group.
Conclusion
The Board believes that it is left with no option if it is to preserve the Group, this transaction must take place to enable the Group to move in a new direction. Thus the transaction proposed allows an opportunity for future development and the prospect of shareholder return.
Jim Mellon
Chairman
25 June 2013
Consolidated income statement
For the year ended 31 December 2012
2012 2011 Total Total Notes GBP'000 GBP'000 ------------------------------- ------ -------- --------- Turnover 2 1,519 1,544 Cost of sales (401) (832) ------------------------------- ------ -------- --------- Gross profit 1,118 712 ------------------------------- ------ -------- --------- General administrative expenses (596) (871) Share-based payments 5 (2) Loss on revaluation of investment properties 9 (3,685) - ------------------------------- ------ -------- --------- Total operating costs (4,276) (873) ------------------------------- ------ -------- --------- Loss from operations (3,158) (161) Net finance costs 5 (1,046) (1,293) -------- --------- Loss on ordinary activities before taxation (4,204) (1,454) Taxation 7 - - ------------------------------- ------ -------- --------- Loss after taxation from continuing operations (4,204) (1,454) ------------------------------- ------ -------- --------- (Loss) / profit after taxation from discontinued operations 3 (3,098) 1,381 Profit on disposal of operations 3 1,311 - ------------------------------- ------ -------- --------- Loss after taxation (5,991) (73) Attributable to: Owners of the Company (5,802) (34) Non-controlling interest (189) (39) ------------------------------- ------ -------- --------- (5,991) (73) ------------------------------- ------ -------- --------- Loss per share for continuing operations (pence) ------------------------------- ------ -------- --------- Basic 7 (6.88) (2.42) ------------------------------- ------ -------- --------- Diluted 7 (6.88) (2.42) ------------------------------- ------ -------- --------- Loss per share for total operations (pence) ------------------------------- ------ -------- --------- Basic 3,7 (9.94) (0.06) ------------------------------- ------ -------- --------- Diluted 3,7 (9.94) (0.06) ------------------------------- ------ -------- ---------
Consolidated statement of comprehensive income
For the year ended 31 December 2012
2012 2011 Total Total GBP'000 GBP'000 --------------------------------------------------------------------- -------- -------- Loss for the year (5,991) (73) --------------------------------------------------------------------- -------- -------- Other comprehensive income: Revaluation of available-for-sale financial assets - (54) Currency translation differences on foreign operations (174) (304) Revaluations realised on disposal of financial assets at fair value 50 - --------------------------------------------------------------------- Total comprehensive loss for the year (6,115) (431) --------------------------------------------------------------------- -------- --------
Statements of financial position
As at 31 December 2012
31-Dec 31-Dec 31-Dec 31-Dec 2012 2012 2011 2011 Group Company Group Company Notes GBP'000 GBP'000 GBP'000 GBP'000 --------------------------- ------ -------- -------- -------- ---------- Non-current assets Property, plant and equipment 8 4 - 51 - Investments in subsidiaries and joint ventures - 22 - 1,134 Investment property 9 - - 22,131 - Financial assets at fair value 1 - 1,375 - Total non-current assets 5 22 23,557 1,134 --------------------------- ------ -------- -------- -------- ---------- Current assets Investment property 9 17,885 - - - Due from customers for contract work - - 1,349 - Trade and other receivables 984 8,091 3,683 19,815 Cash and cash equivalents 1,152 5 1,066 23 Total current assets 20,021 8,096 6,098 19,838 Total assets 20,026 8,118 29,655 20,972 --------------------------- ------ -------- -------- -------- ---------- Equity Capital and reserves Ordinary share capital 584 584 584 584 Share premium 34 34 34 34 Share-based payments reserve 123 123 146 146 Other income reserve (108) (835) (920) (494) Retained income (3,223) 347 3,494 15,988 --------------------------- ------ -------- -------- -------- ---------- Equity attributable to owners of the Company (2,590) 253 3,338 16,258 Non-controlling interest (497) - (308) - Total equity (3,087) 253 3,030 16,258 --------------------------- ------ -------- -------- -------- ---------- Non-current liabilities Interest Bearing Loans 13,887 - 14,417 - Derivative Financial Instruments 971 - 1,046 - Shareholders' loan 5,722 5,722 2,754 2,754 --------------------------- ------ -------- -------- -------- ---------- Total non-current liabilities 20,580 5,722 18,217 2,754 --------------------------- ------ -------- -------- -------- ---------- Current liabilities Bank overdraft - - - - Trade and other payables 2,342 2,143 4,622 1,960 Due to suppliers for contract work - - 3,612 - Interest Bearing Loans 187 - 182 - Current tax liabilities 4 - (8) - Total current liabilities 2,533 2,143 8,408 1,960 --------------------------- ------ -------- -------- -------- ---------- Total liabilities 23,113 7,865 26,625 4,714 Total equities and liabilities 20,026 8,118 29,655 20,972 --------------------------- ------ -------- -------- -------- ----------
Consolidated statement of changes in equity
For the year ended 31 December 2012
Ordinary Share Share-based Other Retained Attributable Non-Controlling Total share premium payment income income/ to owners equity capital reserve (loss) of the parent (1) (3) (4) (5) Interest (2) (6) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 -------------------- --------- -------- ------------ -------- --------- ------------- ---------------- -------- Balance at 31 December 2010 584 34 1,105 (562) 2,493 3,654 (269) 3,385 Loss for the year - - - - (34) (34) (39) (73) Other comprehensive income for the year: Revaluation of available-for-sale financial assets - - - (54) - (54) - (54) Currency translation differences on foreign operations - - - (304) 69 (235) - (235) Transactions with owners, recorded directly in equity: Share based payments: - share options charge - - 7 - - 7 - 7 Lapsed/forfeited share options - - (966) - 966 - - - Balance at 31 December 2011 584 34 146 (920) 3,494 3,338 (308) 3,030 -------------------- --------- -------- ------------ -------- --------- ------------- ---------------- -------- Loss for the year - - - - (5,802) (5,802) (189) (5,991) Other comprehensive income for the year: Revaluation of financial assets at fair value - - - 633 (633) - - - Currency translation differences on foreign operations - - - (174) - (174) - (174) Revaluations realised on disposal of financial assets at fair value - - - 50 - 50 - 50 Transactions with owners, recorded directly in equity: Share based payments: - share options charge - - (5) - - (5) - (5) Lapsed/forfeited share options - - (18) (45) 63 - - - Own shares disposed - - - 3 - 3 - 3 Lapsed/forfeited deferred share awards - - - 345 (345) - - - Balance at 31 December 2012 584 34 123 (108) (3,223) (2,590) (497) (3,087) -------------------- --------- -------- ------------ -------- --------- ------------- ---------------- -------- (1) Ordinary Share Capital represents the nominal value of shares allotted and issued. (2) Share Premium represents the premium paid, where appropriate, on shares allotted and issued.
(3) Share Based Payments represents the current carrying value of remuneration issued in the form of shares which have not yet been issued, for example the value of share options issued but not yet exercised.
(4) Other Income Reserve represents reserves arising from foreign exchange differences and any other reserves not attributable to Share Capital, Share Premium, Share Based Payments or Retained Income.
(5) Retained Income represents the retained income of the company and its subsidiaries.
(6) Non-controlling interests represent the retained income attributable to minority shareholders in subsidiaries.
Consolidated statement of cash flows
For the year ended 31 December 2012
31-Dec 31-Dec ------ 2012 2011 Notes GBP'000 GBP'000 -------------------------------------- ------ --------- --------- Cash flows from operating activities Net cash (outflow) / inflow from operations (2,788) 2,182 Taxation paid 8 (14) -------------------------------------- ------ --------- --------- Net cash (outflow) / inflow from operating activities (2,780) 2,168 Cash flows from investing activities Cash held by subsidiary on (164) - disposal Settlements in relation to financial instruments 1,326 191 Net purchase and disposal of property, plant and equipment (8) (26) -------------------------------------- ------ --------- --------- Net cash inflow from investing activities 1,154 165 Cash flows from financing activities Sale of own shares 3 - Shareholders' loan drawdown 6,421 475 Shareholders' loans repayments, including interest and fees (3,800) (1,241) Finance lease principal repayments - (2) Repayment of interest bearing loans (173) (176) Interest paid (743) (816) -------------------------------------- ------ --------- --------- Net cash inflow / (outflow) from financing activities 1,708 (1,760) -------------------------------------- ------ --------- --------- Net increase in cash and cash equivalents 82 573 -------------------------------------- ------ --------- --------- Translation 4 (69) Cash and cash equivalents at beginning of year 1,066 562 -------------------------------------- ------ --------- --------- Net cash and cash equivalents at end of year 1,152 1,066 -------------------------------------- ------ --------- --------- Cash and cash equivalents comprise Bank balances 1,152 1,066 Bank overdraft used for cash - - management purposes -------------------------------------- ------ --------- --------- Cash and cash equivalents in the statement of cash flows 1,152 1,066 -------------------------------------- ------ --------- --------- Cash (used by) / generated from operations Profit from operations (4,261) 867 Adjusted for: Depreciation of tangible assets 8 24 126 Share-based payments charge (5) 7 Revaluation of available-for-sale financial assets - (334) Decrease / (increase) in receivables 1,025 (1,028) Increase in payables 429 2,544 -------------------------------------- ------ --------- --------- Net cash (outflow) / inflow from operations (2,788) 2,182 -------------------------------------- ------ --------- ---------
Notes to the consolidated financial statements
1 Reporting entity
Speymill plc is a public limited company incorporated and domiciled in the Isle of Man (referred to as the Company). The address of the Company's registered office is 1st Floor, Regent House, 16-18 Ridgeway Street, Douglas, Isle of Man, IM1 1EN.
The consolidated financial statements of the Company as at and for the year ended 31 December 2012 comprise the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities") and the Group's interest in jointly controlled entities. The Group is primarily involved in real estate investment management, construction operations, property management and property investment.
1.1 Basis of preparation
(a) Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the EU.
Going concern
The Board is of the opinion that it has secured sufficient finance in order to enable the Group to continue trading and that it is appropriate to prepare these accounts on a going concern basis. In support of this opinion, the Board has undertaken a budgeting process for its business units for the period to 30 June 2014.
The Group has in place a shareholder loan facility (the " Facility") entered into with Jim Mellon and Burnbrae Limited (the "Lenders") on 24 June 2011 that was due to expire on 30 June 2013. The Lenders have agreed to extend the Facility until 31 August 2013. This facility has a total limit of GBP7,000,000 and as of today's date is drawn down to the extent of GBP5,645,128. All other terms of this facility will remain the same as previously advised.
As announced today, the Board has recommended a transaction which will see a proportion of the Facility extinguished by the transfer of ownership of Speymill's 94.9% shareholding in each of Horsfield Limited and Wyatt Limited. In addition, the Lenders will pay a further consideration of GBP300,000 to provide working capital for the Company to meet its expected obligations for the coming twelve months.
If the proposed transaction is approved, Galloway Limited (a company related to both Jim Mellon and Burnbrae Limited) has indicated that it will provide a new facility to repay the outstanding balance and provide a further facility. This new facility will have a limit of GBP4,000,000, the interest rate under the proposed new facility will be 8%. As with the current facility, an underwriting fee of 3% will be charged on all advances, save for the initial advance to repay the current facility. Galloway Limited ("Galloway") will have the right to convert the debt into ordinary shares in the company at a price based on the average closing price of the shares for the five working days prior to the date of conversion, subject to a maximum price of GBP0.01 (1 pence) per ordinary share.
The Directors acknowledge that if the transaction to dispose of the Group's interests in Horsfield Limited and Wyatt Limited is approved then the Group will be left with no specific source of income and revenue. Approval of the proposed transaction is dependent upon shareholders voting in favour of the transaction at the general meeting proposed in the circular document dated 25 June 2013.
Notwithstanding the cash consideration received under the proposed transaction, the Group's going concern status will be dependent upon the continuation of the proposed funding facility from Galloway. Galloway has indicated to the Group's Directors that it will consider future funding as and when the need arises, but that it will not commit to providing future funding.
Speymill has also has an overdraft facility with its bank, LloydsTSB Offshore, until 30 September 2013. The overdraft limit is GBP50,000. The Board is currently in discussion with the bank to extend the facility further.
Presentation of financial statements
The Group applies revised IAS 1 presentation of financial statements (2007), which became effective as of 1 January 2009. As a result, the Group presents in the consolidated statement of changes in equity, all owner changes in equity, whereas all non-owner changes in equity are presented in the consolidated statement of comprehensive income. This presentation has been applied in these financial statements from the year ended 31 December 2009.
2 Segmental information
The Group has two continuing reportable segments, as described below, which are the Group's strategic business units; these being the property investment operation and the central group management and administration. The following summary describes the operations in each of the Group's reportable segments:
-- Property investment
-- Other - head office, group and administration costs
31 December 2012
Property investment Other Elimination Total GBP'000 GBP'000 GBP'000 GBP'000 -------------------------------- ----------- --------- ------------ --------- External revenue 1,519 - - 1,519 Inter-segment revenue - 308 (308) - -------------------------------- ----------- --------- ------------ --------- Total segment revenue 1,519 308 (308) 1,519 -------------------------------- ----------- --------- ------------ --------- Reportable segment (loss) / profit from operations before share-based payments (2,589) (15,344) 14,770 (3,163) Share-based payments - 5 - 5 Finance income 50 417 (417) 50 Finance costs (1,166) (347) 417 (1,096) -------------------------------- ----------- --------- ------------ --------- Reportable segment (loss) / profit before tax (3,705) (15,269) 14,770 (4,204) -------------------------------- ----------- --------- ------------ --------- Depreciation - - - - Reportable segment assets 19,104 13,514 (13,438) 19,180 Reportable segment liabilities (28,789) (6,041) 13,586 (21,244) Segment capital expenditure - (1) - (1) -------------------------------- ----------- --------- ------------ --------- 31 December 2011 Property investment Other Elimination Total GBP'000 GBP'000 GBP'000 GBP'000 -------------------------------- ----------- --------- ------------ --------- External revenue 1,544 - - 1,544 Inter-segment revenue - 924 (924) - -------------------------------- ----------- --------- ------------ --------- Total segment revenue 1,544 924 (924) 1,544 -------------------------------- ----------- --------- ------------ --------- Reportable segment profit / (loss) from operations before share-based payments 693 75 (927) (159) Share-based payments - (2) - (2) Finance income - 221 (221) - Finance costs (1,443) (291) 441 (1,293) -------------------------------- ----------- --------- ------------ --------- Reportable segment profit / (loss) before tax (750) 3 (707) (1,454) -------------------------------- ----------- --------- ------------ --------- Depreciation - (17) - (17) Reportable segment assets 22,750 26,364 (26,325) 22,789 Reportable segment liabilities (28,858) (4,718) 14,565 (19,011) Segment capital expenditure - - - - -------------------------------- ----------- --------- ------------ --------- 3 Discontinued operations information
The Group has determined that three lines of business met the criteria to be treated under IFRS 5 as Non-current assets held for sale or discontinued operations. The three lines of business treated as discontinued operations are as follows:
-- The Group's United Kingdom construction and refurbishment business following the appointment of an Administrator on 19 December 2012
-- The Group's property services business
-- The Group's property fund management business, following the termination of the contractual arrangement with Speymill Macau Property Company plc on 28 June 2011
The profit after taxation for the business lines deemed to be discontinued is shown on the face of the Consolidated Income Statement and the analysis of this business is shown within this note. The comparative results have been re-presented accordingly.
2012 2011 GBP'000 GBP'000 ---------------------------------- ---------- --------- Discontinued operations Turnover 20,639 31,330 Expenses (23,723) (30,340) ---------------------------------- ---------- --------- (Loss) / profit before tax of discontinued operations (3,084) 990 Gain on disposal of discontinued activities 1,311 - Taxation (14) 391 ---------------------------------- ---------- --------- (Loss) / profit after tax from discontinued operations (1,787) 1,381 ---------------------------------- ---------- ---------
Earnings per share (pence) (in accordance with note 7)
Basic earnings per ordinary share (pence) (3.06) 2.37 Diluted earnings per share (pence) (3.06) 2.37 ------------------------------------------- ------- -----
The cash flows arising from discontinued or discontinuing operations are as follows:
Cash flow of discontinued 2012 2011 operations GBP'000 GBP'000 --------------------------- --------- --------- Operating cash flows (1,698) 19,911 Investing cash flows 1,152 (19,382) Financing cash flows (31) 183 --------------------------- --------- --------- Total cash flows (577) 712 --------------------------- --------- --------- Tax charge in respect of discontinued operations 2012 2011 Total Total GBP'000 GBP'000 ------------------------ -------- -------- Foreign income tax on subsidiary - 7 Previous year's under / (over) provision 14 (398) Total current tax 14 (391) ------------------------ -------- -------- Deferred tax Original and reversing of timing differences - - -------- -------- Total tax charge 14 (391) ------------------------ -------- --------
All of the taxation in respect of discontinued operations related to overseas operations.
4 Loss from continuing operations 2012 2011 Total Total GBP'000 GBP'000 ------------------------- -------- -------- Operating loss is stated after charging: Depreciation: - owned assets - 17 - leased assets - - Net foreign exchange loss - 1 ------------------------- -------- -------- Auditors' remuneration: Audit of parent company and consolidated financial statements 37 38 Audit of subsidiary company financial statements 18 19 Tax services 23 13 78 70 ------------------------- -------- --------
All the above costs have been charged to the income statement.
5 Net finance costs 2012 2011 Total Total GBP'000 GBP'000 ------------------------ -------- -------- Change in fair value of derivative financial instruments 50 (215) ------------------------ -------- -------- 50 (215) ------------------------ -------- -------- Bank charges and interest payable - (12) Interest charge on interest bearing loans (749) (787) Shareholder loan interest and facility fees (347) (279) Finance lease charges - - (1,096) (1,078) ------------------------ -------- -------- Net finance costs (1,046) (1,293) ------------------------ -------- -------- 6 Taxation Tax charge 2012 2011 Total Total GBP'000 GBP'000 ----------------------------- -------- -------- Foreign income tax on subsidiary - - Previous year's (over) / under provision - - Total current tax - - ----------------------------- -------- -------- Deferred tax Original and reversing of timing differences - - -------- -------- Total tax charge - - ----------------------------- -------- -------- Factors affecting the tax charge for the year 2012 2011 Total Total GBP'000 GBP'000 Loss on ordinary activities before taxation (4,204) (1,454) ----------------------------- -------- -------- Isle of Man income tax @ 0% (2011: 0%) - - Higher rates on overseas earnings - - Adjustments in respect of prior periods - - Tax expense per the income statement - - ----------------------------- -------- -------- 7 Loss per share on continuing operations Total Total 2012 2011 GBP'000 GBP'000 ----------- ------------ Loss for the year on continuing operations (4,015) (1,415) ---------------------------------------------------------- ----------- ------------ Basic weighted average number of shares in issue 58,389,555 58,389,555 Employee share options and provisions for share issue - - Loss per ordinary share on continuing operations (pence) (6.88) (2.42) Dilutive effect of employee share options - - ----------- ------------ Diluted loss per share on continuing operations (pence) (6.88) (2.42) ---------------------------------------------------------- ----------- ------------
Reconciliation of continuing operations loss to total loss for the calculation of loss per share
Total Total 2012 2011 GBP'000 GBP'000 -------- ------------ Loss for the year on continuing operations (4,015) (1,415) -------------------------------------------------------------------------------- -------- ------------ (Loss)/profit for the year on discontinued operations (1,787) 1,381 -------- ------------ Loss) for the year on all operations attributable to the owners of the Company (5,802) (34) -------------------------------------------------------------------------------- -------- ------------ 8 Property, plant and equipment Leasehold property improvements Fixtures and equipment Motor vehicles Total Group GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------ ------------------------------ ----------------------- --------------- -------- Cost At 1 January 2012 160 140 - 300 Additions - 8 - 8 Disposals - (29) - (29) Derecognised on disposal of subsidiary (152) (69) - (221) Exchange adjustments - - - - At 31 December 2012 8 50 - 58 ------------------------------ ------------------------------ ----------------------- --------------- -------- Depreciation At 1 January 2012 149 100 - 249 Charge for the year 10 14 - 24 Disposals - (29) - (29) Derecognised on disposal of subsidiary (152) (38) - (190) Exchange adjustments - - - - At 31 December 2012 7 47 - 54 ------------------------------ ------------------------------ ----------------------- --------------- -------- Net book value at 31 December 2012 1 3 - 4 ------------------------------ ------------------------------ ----------------------- --------------- --------
At 31 December 2012 the net carrying amount of equipment and motor vehicles held under finance leases was GBPnil (2011: GBPnil). Depreciation charged in the year on assets held under finance leases was GBPnil (2011: GBP1,746).
Leasehold Motor property improvements Fixtures and equipment vehicles Total Group GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------------ ----------------------- ----------------------- ---------- ---------- Cost At 1 January 2011 160 449 10 619 Additions - 29 - 29 Disposals - (337) (10) (347) Exchange adjustments - (1) - (1) At 31 December 2011 160 140 - 300 ------------------------------------ ----------------------- ----------------------- ---------- ---------- Depreciation At 1 January 2011 110 346 10 466 Charge for the year 39 87 - 126 Disposals - (333) (10) (343) Exchange adjustments - - - - At 31 December 2011 149 100 - 249 ------------------------------------ ----------------------- ----------------------- ---------- ---------- Net book value at 31 December 2011 11 40 - 51 ------------------------------------ ----------------------- ----------------------- ---------- ---------- Leasehold property Fixtures improvements and equipment Total Company GBP'000 GBP'000 GBP'000 ------------------------------- -------------- --------------- -------- Cost At 1 January 2012 1 67 68 Additions - 1 1 Disposals - (29) (29) At 31 December 2012 1 39 40 ------------------------------- -------------- --------------- -------- Depreciation At 1 January 2012 1 67 68 Charge for the year - 1 1 Disposals - (29) (29) At 31 December 2012 1 39 40 ------------------------------- -------------- --------------- -------- Net book value at 31 December 2012 - - - ------------------------------- -------------- --------------- --------
At 31 December 2012 the net carrying amount of equipment held under finance leases was GBPnil (2011: GBPnil). Depreciation charged in the year on assets held under finance leases was GBPnil (2011: GBP1,746).
Leasehold property Fixtures improvements and equipment Total Company GBP'000 GBP'000 GBP'000 ------------------------------- -------------- --------------- ----------- Cost At 1 January 2011 1 80 81 Additions - - - Disposals - (13) (13) At 31 December 2011 1 67 68 ------------------------------- -------------- --------------- ----------- Depreciation At 1 January 2011 1 63 64 Charge for the year - 17 17 Disposals - (13) (13) At 31 December 2011 1 67 68 ------------------------------- -------------- --------------- ----------- Net book value at 31 December 2011 - - - ------------------------------- -------------- --------------- ----------- 9 Investment Property 2012 2011 GBP'000 GBP'000 --------------------------------------- -------- -------- Brought forward 22,131 22,626 Additions - Acquisition through subsidiaries - - Revaluation of investment properties (3,685) - Effect of translation to presentation currency (561) (495) --------------------------------------- -------- -------- Value of investment property at end of year 17,885 22,131 --------------------------------------- -------- --------
The fair value of the Group's investment properties at 31 December 2012 was arrived at on the basis of a valuation carried out as at 31 December 2012, by CBRE GmbH, independent valuers that are not related to the Group. The valuation most accurately reflects the value of investment property at the reporting date. The directors deem this valuation to be relevant and appropriate as at the year end. CBRE GmbH has appropriate qualifications and recent experience in the valuation of properties in the relevant locations.
The valuation, which conforms to International Valuation Standards, was arrived at by primarily applying a discounted cash flow analysis to an assessment of the current rental income as well as an estimate of the future potential net income generated by use of the properties supported by comparable recent portfolio transactions on arm's length terms.
Security
At 31 December 2012, there was a first ranking mortgage on the above properties securing bank loans of GBP14,074,000 (2011: GBP14,599,000).
10 Subsequent events
As announced today and as detailed in the accompanying circular document, the directors are proposing to part satisfy the current shareholder loan through the transfer of the Group's interest in Horsfield Limited and Wyatt Limited and then to operate the Company as an investment company.
Under the terms of the transaction proposed, the Group will transfer its interest in Horsfield Limited and Wyatt Limited to Burnbrae Limited and Jim Mellon in consideration for a reduction in the outstanding balance under the current shareholder loan facility of GBP4.2 million and the payment of GBP300,000 in cash.
It is also proposed, subject to the approval of the transaction by shareholders, that a new funding facility will be provided by Galloway Limited (a company related to Jim Mellon and Burnbrae Limited) to repay the residual balance of the new shareholder loan and to provide a further facility until 31 July 2014. To allow time for the required shareholder approval, the current shareholder loan facility has been extended until 31 August 2013.
11 Audit
The financial information set out above comprises non-statutory accounts. The financial information for the year ended 31 December 2012 has been extracted from accounts for the year ended 31 December 2012 on which the report of the auditors was unqualified, but which contained an emphasis of matter as follows:
"Emphasis of matter - going concern
Without qualifying our opinion we draw attention to Note 1.1 to the consolidated financial statements.
As of 31 December 2012, the Group's liabilities exceeded its assets by GBP3.1m. The Group incurred a comprehensive loss for the year of GBP6.1m and the Company incurred a comprehensive loss for the year of GBP15.3m. The Group is dependent upon the continuing financial support of its largest shareholder and as a result of these conditions they have proposed a restructuring exercise, which is subject to shareholder approval. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern."
12 Annual report and financial statements
Copies of the 2012 Annual Report and Financial statements will be available from the Company' registered office once they have been posted to shareholders.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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