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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 : 6959K
Speymill PLC
27 June 2014
For Immediate Release 27 June 2014
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 2013 (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
Chairman's statement
I am pleased to have this opportunity to be able to provide all shareholders with an update on the activities of the Group for the year ended 31 December 2013.
Results
During the year ended 31 December 2013, the Group returned a Total Comprehensive Loss before tax of GBP0.46million (2012: loss of GBP6.12 million). This figure represents a combination of continuing and discontinued operations, with continuing operations returning a loss before tax of GBP0.61 million for 2013 (2012: loss of GBP1.09 million).
The Group's turnover for continuing operations for the year was GBP56,000, (2012: nil) being income generated from services provided to related parties.
During the course of the year, following approval at a General Meeting, the Group divested its German property investment activities and I will comment further on the German property investment activities later in this report.
Financial position
The Group's financial position showed net liabilities of GBP3.23 million at 31 December 2013 (2012: net liabilities of GBP3.09 million).
Following the divestment of the German property investment activities, the previous shareholder loan facility was repaid through a combination of the proceeds from the disposal transaction and the provision of a new loan from Galloway Limited ("Galloway", a company related to both myself and Burnbrae Limited). This facility was due to expire on 30 July 2014 but has been extended on a reduced limit until 30 June 2015.
As at 31 December 2013, the balance of the facility provided by Galloway was GBP2.78 million (2012: balance on the previous facility GBP5.72 million).
Speymill Contracts
As I commented in the previous Annual Report, following deterioration in the financial position of Speymill Contracts Limited, this company entered Administration on 19 December 2012. The Group accounts include a provision of GBP1.13 million in respect of liabilities which may arise from Speymill Contracts although there is uncertainty as to the extent of any liability ultimately to be borne by the Group in this respect.
At the time of writing, the administration process remains on-going and the Board continues to monitor the development of this process with a view to protecting the Group's interests.
German Property Investment
Following approval at a General Meeting of Shareholders held on 30 July 2013, the Group divested its interests in two German property investment companies, Horsfield Limited and Wyatt Limited.
Before the accounting effect of interest rate swaps, up to the date of disposal the operations generated a loss of GBP0.22 million (2012: GBP3.76 million). After taking into account the accounting required in relation to the interest rate swaps under International Financial Reporting Standards ("IFRS"), the operations generated a profit of GBP0.17 million to the date of disposal (2012: a loss of GBP3.71 million).
After the release of all relevant reserves, the Group recognised a loss of GBP0.10 million on the disposal of the German property investment operations.
Investment Opportunities and Future Developments
Following the General Meeting of shareholders on 30 July 2013, the Group became an Investing Company under the AIM Rules. The Company continues to seek and consider prospects with the view of identifying a suitable opportunity. Should the Company not be able to announce such a transaction by 30 July 2014, then dealings in the Company's shares on AIM will be suspended with effect from 7.30am on 31 July 2014.
Jim Mellon
Chairman
27 June 2014
Directors' report
The Directors present their annual report together with the Group and the Parent Company's audited financial statements for the year ended 31 December 2013.
Date of incorporation
Following the Scheme of Arrangement approved by shareholders in August 2007, the holding company was re-incorporated on the Isle of Man on 19 September 2007. The new Isle of Man company created for this purpose was incorporated on 6 July 2007.
Principal activities and business review
The principal activity of the Group during the year was initially real estate property investment and subsequently that of being an investment company. During the year the Group's property investment operation was divested. A review of the Group's trading activities during the year, its financial results and its prospects are given in the Chairman's statement.
Results and dividends
The consolidated income statement is set out below and shows the loss for the year.
The Directors do not recommend the payment of a final ordinary dividend (2012: nil).
Principal risks and uncertainties
The Group acknowledges that the greatest risks to its profitability and as a going concern emanate from the identification of suitable investment activities and the continued availability of funding for the Group.
Risks to the going concern assumption are addressed in note 1 to the financial statements.
Details on financial risk management are shown in note 22 to the financial statements.
Third party indemnity insurance for Directors
The Company holds a Directors and Officers insurance policy which provides cover for Directors and senior managers of the holding company and subsidiaries.
Directors and their interests
The present membership of the Board is set out below.
The beneficial interests of Directors in the share capital and share options of the Company as at the year-end were:
31 Dec 2013 31 Dec 2012 Ordinary shares Ordinary shares of 1 pence of 1 pence No. No. Jim Mellon (1) 26,148,490 26,148,490 Lincoln Forrest 16,800 16,800
(1) --Jim Mellon's holding includes 2,727,273 held directly and 23,421,217 held by Burnbrae Limited which is indirectly and wholly owned by the trustees of a settlement under which Jim Mellon has a life interest.
Denham Eke is Managing Director of Burnbrae Limited.
Substantial shareholdings
As at 20 June 2014, the notifications received in respect of shareholdings, other than Directors, which exceed 3% of the issued ordinary shares of the Company are as follows:
ASB Capital Management 5.1% Stoneycroft Limited 3.9% Mr Robert MacDonald 3.5%
Share capital
There were no changes to the share capital during the financial year ending 31 December 2013.
Parent and ultimate controlling party
The Directors consider the Company to be controlled by Burnbrae Limited by virtue of its shareholding of 40.1%. Burnbrae Limited is incorporated in the Isle of Man and is indirectly wholly owned by the trustees of a settlement under which Jim Mellon has a life interest. Jim Mellon also has a direct shareholding in the Company of 4.7%.
Corporate Governance Statement
Although the Company is not obliged by the AIM rules to do so, the Board intends, where appropriate for a Company of its size to comply with the main provisions of the principles of good governance and code of best practice set out in the UK Corporate Governance Code 2012. The Directors aim to exercise effective control over the Group and its activities while recognising their responsibility to shareholders and other interested parties.
The Directors believe that the current composition of the Board of Directors provides effective control at the time and ensures compliance with all appropriate laws and regulations, however this position is regularly assessed.
Given the current size and composition of the Board of Directors, the Directors do not believe that it is effective or appropriate to maintain a formal structure of Board Committees. The Board shall deal with all issues directly but may appoint sub committees as appropriate to deal with specific issues.
Audit and Internal Control
The Board believes that given the Group's current size, where close control over operations will be exercised by the executive Directors, the benefits likely to be gained from an internal audit function would be outweighed by the costs of establishing such a function. The Board will keep this requirement under review in relation to the ongoing size and complexity of the business.
In the absence of a formal audit committee, the non-executive Director has the opportunity to speak directly to the independent auditors on any issue.
Shareholder relations
The Directors have periodic meetings with the main shareholder. Meetings with institutional shareholders are arranged by request and at these meetings the Group's strategy and most recently reported performance are explained. The Company's Annual General Meeting is also used as an opportunity to communicate with private investors. In addition, a period for questions will be made available for shareholders at the Annual General Meeting.
Executive Incentive Scheme
With effect from the 2007 financial year the Board introduced a performance related scheme under which annual awards were previously made by the Remuneration Committee. The awards comprised a combination of cash and deferred Speymill shares. An employee benefit trust was created to acquire and hold shares for employees, with the shares being bought in the market. The deferred share awards normally vest 50% after 2 years and 50% after 3 years. All awards granted under this scheme have now either vested or lapsed and the Board is considering whether the future use of this scheme is appropriate.
Non-executive Directors
Remuneration for the non-executive Director is paid as fees for their services in attending Board and Board committee meetings and actioning matters arising therein. They do not participate in any bonus scheme and are not entitled to any other benefits.
Details of the Directors' remuneration for the year are provided in note 6 to the accounts. No directors have any share option entitlements, either in terms of current options or a current entitlement to future options.
Business standards
The Company does not condone any form of corrupt behaviour in business dealings and has disciplinary procedures in place to deal with any illegal or inappropriate activities by employees.
Auditors
Our auditors, KPMG Audit LLC, being eligible have expressed their willingness to continue in office in accordance with Section 12(2) of the Companies Act 1982. A resolution to reappoint KPMG Audit LLC as auditors and to authorise the Directors to fix their remuneration will be proposed at the Annual General Meeting.
Annual General Meeting
The notice of the Annual General Meeting of the Company will be circulated to shareholders in due course.
By order of the Board
N Holmes
Secretary
27 June 2014
Statement of Directors' Responsibilities in Respect of the Directors' Report and the Financial Statements
The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year, which meet the requirements of Isle of Man company law. In addition, the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the EU.
The financial statements are required by law to give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss of the Company for that period.
In preparing these 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 International Financial Reporting Standards as adopted by the EU; and
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Parent Company will continue in business.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and to enable them to ensure that its financial statements comply with the Companies Acts 1931 to 2004. 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.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction to another.
Report of the Independent Auditors, KPMG Audit LLC, to the members of Speymill plc
We have audited the financial statements of Speymill plc for the year ended 31 December 2013 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU.
This report is made solely to the Company's members, as a body, in accordance with Section 15 of the Companies Act 1982. 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 Auditor
As explained more fully in the Directors' Responsibilities Statement set out on page 7, the Directors are responsible for the preparation of financial statements that give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.
Opinion on the financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the Group's and Parent Company's affairs as at 31 December 2013 and of the Group's loss for the year then ended;
-- have been properly prepared in accordance with IFRSs as adopted by the EU; and -- have been properly prepared in accordance with the provisions of Companies Acts 1931 to 2004.
Emphasis of matter
We draw attention to Note 1.1 to the consolidated financial statements. As of 31 December 2013, the Group had net liabilities of GBP3.2 million and the Company had net liabilities of GBP4.1 million. The Group incurred a comprehensive loss for the year of GBP462k and the Company incurred a comprehensive loss for the year of GBP4.3m. Further, the Group and Company had net current liabilities of GBP450,000 and GBP1.337 million respectively as at 31 December 2013. As stated in note 1.1, the Group is dependent upon the continuing financial support of its largest shareholder, Galloway Limited ("Galloway"). The loan from Galloway is due to expire on 31 July 2014. Galloway has agreed to an extension of this facility at a reduced level to expiry on 30 June 2015. Galloway has indicated to the Group's Directors that it will consider further funding as and when the need arises, but that it will not commit to providing additional funding beyond the facility agreed. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern (see note 1.1(a)).
Also, as stated in note 26, the Group is exposed to claims arising in respect of performance bonds and parental company guarantees provided. The outcome of such claims is subject to a number of uncertainties and depends on several factors, for which assumptions are required. As a result, it is more difficult to accurately predict the outcome than it would be in the absence of such factors and any liability ultimately borne by the Group may significantly differ from that provided within the financial statements. Further, the outcome of claims arising is considered to be a key factor in the Group's ability to obtain continued funding and remain a going concern.
Our audit opinion is not qualified in respect of the above matters.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Acts 1931 to 2004 require us to report to you if, in our opinion:
-- proper books of account have not been kept by the Parent Company and proper returns adequate for our audit have not been received from branches not visited by us; or
-- the Parent Company's statement of financial position and statement of comprehensive income are not in agreement with the books of account and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or -- we have not received all the information and explanations we require for our audit.
KPMG Audit LLC
Chartered Accountants, Heritage Court, 41 Athol Street, Douglas, Isle of Man IM99 1HN
27 June 2014
Consolidated income statement
For the year ended 31 December 2013
2013 2012 Notes GBP'000 GBP'000 ------------------------------------- ------ -------- -------- Turnover 2 56 - Cost of sales - - ------------------------------------- ------ -------- -------- Gross profit 56 - ------------------------------------- ------ -------- -------- General administrative expenses (531) (574) Share-based payments 18 - 5 Total operating costs (531) (569) ------------------------------------- ------ -------- -------- Loss from operations (475) (569) Net finance costs 5 (383) (347) -------- -------- Loss on ordinary activities before taxation (858) (916) Taxation 7 - - ------------------------------------- ------ -------- -------- Loss after taxation from continuing operations (858) (916) ------------------------------------- ------ -------- -------- Profit/(loss) after taxation from discontinued operations 3 248 (6,386) (Loss)/profit on disposal of operations 3 (97) 1,311 ------------------------------------- ------ -------- -------- Loss after taxation (707) (5,991) Attributable to: Owners of the Company (711) (5,802) Non-controlling interest 4 (189) ------------------------------------- ------ -------- -------- (707) (5,991) ------------------------------------- ------ -------- -------- Loss per share for continuing operations (pence) ------------------------------------- ------ -------- -------- Basic 8 (1.47) (1.57) ------------------------------------- ------ -------- -------- Diluted 8 (1.47) (1.57) ------------------------------------- ------ -------- -------- Loss per share for total operations (pence) ------------------------------------- ------ -------- -------- Basic 3,8 (1.22) (9.94) ------------------------------------- ------ -------- -------- Diluted 3,8 (1.22) (9.94) ------------------------------------- ------ -------- --------
Consolidated statement of comprehensive income
For the year ended 31 December 2013
2013 2012 GBP'000 GBP'000 --------------------------------------------------------- --- ------- -------- ------ -------- --------- Loss for the year (707) (5,991) ------------------------------------------------------------------------------------------------- -------- --------- Other comprehensive income: Currency translation differences on foreign operations 245 (174) Revaluations realised on disposal of foreign operations - 50 ------------------------------------------------------------------------------------------------- Total comprehensive loss for the year (462) (6,115) ------------------------------------------------------------------------------------------------- -------- ---------
Statements of financial position
As at 31 December 2013
31-Dec 31-Dec 31-Dec 31-Dec 2013 2013 2012 2012 Group Company Group Company Notes GBP'000 GBP'000 GBP'000 GBP'000 -------------------------------- ------ -------- -------- -------- -------- Non-current assets Property, plant and equipment 9 3 - 4 - Investments in subsidiaries and joint ventures 11 - 22 - 22 Financial assets at fair value 1 - 1 - Total non-current assets 4 22 5 22 -------------------------------- ------ -------- -------- -------- -------- Current assets Investment property 10 - - 17,885 - Trade and other receivables 12 904 57 984 8,091 Cash and cash equivalents 14 15 - 1,152 5 Total current assets 919 57 20,021 8,096 Total assets 923 79 20,026 8,118 -------------------------------- ------ -------- -------- -------- -------- Equity Capital and reserves Ordinary share capital 20 584 584 584 584 Share premium 20 34 34 34 34 Share-based payments reserve - - 123 123 Other income reserve 275 (7) (108) (835) Retained income (4,122) (4,731) (3,223) 347 -------------------------------- ------ -------- -------- -------- -------- Equity attributable to owners of the Company (3,229) (4,120) (2,590) 253 Non-controlling interest - - (497) - Total equity (3,229) (4,120) (3,087) 253 -------------------------------- ------ -------- -------- -------- -------- Non-current liabilities Interest Bearing Loans 15 - - 13,887 - Derivative Financial Instruments 24 - - 971 - Shareholders' loan 16 2,783 2,783 5,722 5,722 -------------------------------- ------ -------- -------- -------- -------- Total non-current liabilities 2,783 2,783 20,580 5,722 -------------------------------- ------ -------- -------- -------- -------- Current liabilities Bank overdraft 14 43 43 - - Trade and other payables 13 1,326 1,373 2,342 2,143 Interest Bearing Loans 15 - - 187 - Current tax liabilities - - 4 - Total current liabilities 1,369 1,416 2,533 2,143 -------------------------------- ------ -------- -------- -------- -------- Total liabilities 4,152 4,199 23,113 7,865 Total equities and liabilities 923 79 20,026 8,118 -------------------------------- ------ -------- -------- -------- --------
The Company made a loss of GBP5,200,835 (2012: loss of GBP15,265,181) for the year ended 31 December 2013.
These financial statements were approved by the Board of Directors on 27 June 2014 and were signed on their behalf by
D H N Eke L S Forrest Director Director
Consolidated statement of changes in equity
For the year ended 31 December 2013
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 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) ------------------ --------- -------- ------------ -------- --------- ------------- ---------------- --------- Loss for the year - - - - (711) (711) 4 (707) Other comprehensive income for the year: Currency translation differences on foreign operations - - - 245 - 245 - 245 Revaluations realised on disposal of subsidiaries - - - 320 (493) (173) 493 320 Transactions with owners, recorded directly in equity: Transfer prior year reserve - - - (182) 182 - - - Lapsed/forfeited share options - - (123) - 123 - - - Balance at 31 December 2013 584 34 - 275 (4,122) (3,229) - (3,229) ------------------ --------- -------- ------------ -------- --------- ------------- ---------------- --------- (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 2013
31-Dec 31-Dec ------ 2013 2012 Notes GBP'000 GBP'000 ----------------------------------------------- ------ --------- --------- Cash flows from operating activities Net cash (outflow) from operations (855) (2,788) Taxation paid 15 8 ----------------------------------------------- ------ --------- --------- Net cash (outflow) from operating activities (840) (2,780) Cash flows from investing activities Cash held by subsidiary on disposal (1,020) (164) Proceeds received on disposal of subsidiaries 300 - Settlements in relation to financial instruments - 1,326 Net purchase and disposal of property, plant and equipment - (8) ----------------------------------------------- ------ --------- --------- Net cash (outflow) / inflow from investing activities (720) 1,154 Cash flows from financing activities Sale of own shares - 3 Shareholders' loan drawdown 16 1,233 6,421 Shareholders' loans repayments, including interest and fees 16 (340) (3,800) Repayment of interest bearing loans (144) (173) Interest paid (435) (743) ----------------------------------------------- ------ --------- --------- Net cash inflow from financing activities 314 1,708 ----------------------------------------------- ------ --------- --------- Net (decrease) / increase in cash and cash equivalents (1,246) 82 ----------------------------------------------- ------ --------- --------- Translation 66 4 Cash and cash equivalents at beginning of year 1,152 1,066 ----------------------------------------------- ------ --------- --------- Net cash and cash equivalents at end of year (28) 1,152 ----------------------------------------------- ------ --------- --------- Cash and cash equivalents comprise Bank balances 14 15 1,152 Bank overdraft used for cash management purposes 14 (43) - ----------------------------------------------- ------ --------- --------- Cash and cash equivalents in the statement of cash flows (28) 1,152 ----------------------------------------------- ------ --------- --------- Cash (used by) / generated from operations Profit from operations (96) (4,261) Adjusted for: Depreciation of tangible assets 9 1 24 Share-based payments charge - (5) Revaluation of available-for-sale financial - - assets (Increase) / decrease in receivables (8) 1,025 (Decrease) / increase in payables (752) 429 ----------------------------------------------- ------ --------- --------- Net cash (outflow) from operations (855) (2,788) ----------------------------------------------- ------ --------- ---------
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 2013 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 2015.
The Group has in place a shareholder loan facility (the "Facility") entered into with Galloway Limited (the "Lender", a company related to both Jim Mellon and Burnbrae Limited) on 25 June 2013 that was due to expire on 31 July 2014. This Facility replaced a previous loan facility provided by Jim Mellon and Burnbrae on the disposal of the property investment subsidiaries, Horsfield Limited and Wyatt Limited to Jim Mellon and Burnbrae following approval at a general meeting on 30 July 2013.
The Facility has a limit of GBP4,000,000, interest is charged at 8% per annum and an underwriting fee of 3% is charged on amounts drawn down under the facility. There is an option to convert the facility to Ordinary Shares at a conversion price based on the average closing price of the Ordinary Shares as traded on the AIM exchange for the five (5) working days prior to the date of conversion, subject to a maximum price of GBP0.01 (1 pence) per Ordinary Share. As at 27 June 2014 the amount drawn down under the Facility was GBP3,006,444. In order to ensure the continued availability of working capital to the Group, the Facility has been extended until 30 June 2015 at a reduced limit of GBP3,500,000.
The Directors acknowledge that the group's going concern status is dependent upon the continuation of funding from Galloway Limited ("Galloway"). Galloway has indicated to the Group's Directors that it will consider further funding as and when the need arises, but that it will not commit to providing additional funding.
Speymill has also has an overdraft facility with its bank, LloydsTSB Offshore, until 30 November 2014. 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.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2013, and have not been applied in preparing these consolidated financial statements, these are listed below:
New/Revised International Accounting Standards Effective date / International Financial Reporting Standards (IAS/IFRS) (accounting periods commencing on or after) ---------------------------------------------------------- --------------------- Transition guidance: Amendments to IFRS10, IFR11 1 January 2014 and IFRS12 IFRS 9 - Financial Instruments 1 January 2015 IFRS 10 - Consolidated Financial Statements 1 January 2014 IFRS 11 - Joint Arrangements 1 January 2014 IFRS 12 - Disclosure of Interests in Other Entities 1 January 2014 IFRS 14 - Regulatory Deferral Accounts 1 January 2016 IAS 27 Separate Financial Statements (2011) 1 January 2014 IAS 28 Investments in Associates and Joint Ventures 1 January 2014 (2011) Investment entities - Amendments to IFRS 10, IFRS 1 January 2014 12 and IAS 27 Amendments to IFRS 7 - Disclosures - Offsetting 1 January 2014 Financial Assets and Financial Liabilities IFRS 9 Financial Instruments 2013 To be confirmed Recoverable amount disclosures for non-financial 1 January 2014 assets - Amendments to IAS 32 Continuous hedge accounting after derivative novations 1 January 2014 - Amendments to IAS 39 Defined Benefit Plans: Employee Contributions - 1 July 2014 Amendments to IAS19 IFRIC Interpretation IFRIC 21 Levies 1 January 2014
The Directors do not expect the adoption of the other standards and interpretations to have a material impact on the Group's financial statements in the period of initial application.
(b) Basis of measurement and functional currency
The Group consolidated financial statements are presented in pounds sterling, rounded to the nearest thousand. They have been prepared on the historical cost basis except where assets and liabilities are required to be stated at their fair value.
(c) Use of estimates and judgement
The preparation of Group consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience, current and expected economic conditions, and in some cases actuarial techniques and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The 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 future periods, if applicable.
The more significant areas requiring the use of management estimates and assumptions are discussed below.
Speymill Contracts Limited - subsidiary in administration
On 19 December 2012 the Group's wholly owned subsidiary, Speymill Contracts Limited ("Speymill Contracts"), was placed into administration and as a result the Group lost control of Speymill Contracts.
Income taxes
Significant judgment is required in determining provisions for income taxes and in determining deferred tax assets based on an assessment of the probability that taxable profits will be available against which such deferred tax assets can be recovered.
Debtors
Judgement is applied in respect of debtors which are subject to on-going legal proceedings (refer to note 12). This judgement is in respect of the likely recoverability of any debtor subject to such proceedings, as there will be uncertainty as to the actual outcome. Any judgement is made on the basis of the information available at the time of preparing the financial statements and will involve discussions with professional advisors.
Provisions
Judgement is applied in the case of all provisions where the Group believes that it has a liability but there is uncertainty as to the specific obligations of the Group at the time of preparing the financial statements (please refer to note 13). Accordingly, judgement has been applied in respect of provisions for liabilities that are not yet certain and, where appropriate, professional advice has been sought.
Going concern
The Group's ability to continue as a going concern is dependent upon the continuation of funding from Galloway (please refer to note 1.1(a)).
1.2 Summary of significant accounting policies
The principle accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.
Bases of consolidation
a) 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 presently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.
The acquisition method of accounting is used to account for the acquisition of a subsidiary by the Group. The cost of an acquisition is measured as the fair value of the assets and liabilities acquired, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
b) Transactions eliminated on consolidation
Intra-group balances and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with jointly controlled entities are eliminated to the extent of the Group's interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
c) Consolidation of employee benefit trust (EBT)
In 2008 the Group created an EBT to acquire and hold shares to be awarded to employees. Based on an evaluation of its relationship within the Group and the EBT risks and rewards, the Group concluded that it controls the EBT and therefore has consolidated the EBT within its results. The EBT was closed during the previous year and will not exist going forward.
Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in pounds sterling, which is the Company's functional and the Group's presentation currency.
b) Translation and balances
Foreign currency transactions are translated into the functional currency using the approximate exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at the year-end exchange rate of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, with the exception of available-for-sale financial assets and intercompany balances with foreign currency denominated subsidiaries which are both revalued through reserves. Non-monetary assets and liabilities that are measured in terms of historical costs in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated into the functional currency using the exchange rates ruling at the date the fair value was determined.
c) Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, generally are translated into pounds sterling at foreign exchange rates ruling at the end of the reporting period.
The revenues and expenses of foreign operations excluding foreign operations in hyper inflationary economies generally are translated to pounds sterling at the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised in the foreign currency translation reserve, within the other income reserve. When a foreign operation is disposed of in part or in full, the relevant amount in the foreign currency reserve is transferred to profit and loss.
Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided to customers outside the Group in the normal course of business net of Value Added Tax.
The Group revenue comprises the following:-
-- Rental income from the investment properties leased out under operating leases is recognised in the income statement on a straight-line basis over the term of the lease. Related direct costs are accounted for on an accrual basis. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.
-- Revenue from services provided to related parties.
Determination and presentation of operating segments
As of 1 January 2009 the Group determined and presented operating segments based on the information that internally is provided to the CEO, who is the Group's chief operating decision maker.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. An operating segment's operating results are reviewed regularly by the CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate and head office expenses as well as corporate and head office assets and liabilities.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.
Financing costs
Interest payable on borrowings is calculated using the effective interest rate method. Other charges include bank charges and commission costs. The interest expense component of finance lease payments is recognised in the income statement using the effective interest rate method.
Investment Property
Investment properties are those which are held either to earn rental income or for capital appreciation or both.
Investment properties are stated at the fair value as per the latest available valuation (refer to note 10). Any gain or loss arising from a change in fair value is recognised in profit or loss. Costs of acquisition and further capital expenditure are capitalised.
Gains or losses on disposal are recognised in the period in which they arise and represent the difference between the carrying amount of an investment property at the beginning of the period and its sale price less selling costs.
The Directors review the carrying value of investment properties periodically taking into account factors such as the current economic environment. If it is felt appropriate an independent, external valuation will be sought to assist with this review.
Taxation
The tax charge can be composed of current tax and deferred tax. This is calculated using tax rates that have been enacted or subsequently enacted by the end of the reporting period and any adjustment to tax payable in respect of previous years.
Current tax and deferred tax are charged or credited to the income statement except where it relates directly to equity in which case the relevant tax is also dealt with in equity.
Current tax is based on the profit for the year. Deferred tax is provided, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax on assets and liabilities is not recognised if the temporary difference arises from goodwill not deductible for tax purposes, or from the initial recognition of other assets or liabilities in a transaction that affect neither accounting nor taxable profits and differences relating to investments in subsidiaries to the extent that they will probably not reverse in future.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which 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 the related tax benefit will be realised.
Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of the dilutive potential of share options granted to employees.
Property, plant and equipment
Property, plant and equipment are stated at costs less accumulated depreciation and any recognised impairment losses. Costs include purchase costs together with any incidental expenses associated with bringing the asset to its operating location and condition. Property, plant and equipment are depreciated over their expected useful lives as follows:
Short leasehold improvements - over the period of the lease Fixtures and equipment - 3-5 years Motor vehicles - 4 years
Gains and losses on disposals of any item of property, plant and equipment are determined by comparing the proceeds from the disposal with the carrying amount of property, plant and equipment and are recognised with "other income" in the income statement. When revalued assets are sold, the amounts included in the revaluation surplus reserve are transferred to retained earnings.
The carrying value of property, plant and equipment is reviewed for impairment when events and circumstances indicate that it is not recoverable. Any impairment is charged to the income statement immediately.
Impairment of assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset, which is the higher of its fair value less costs to sell and its value in use, is estimated in order to determine the extent of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. For tangible and intangible assets excluding goodwill, the cash-generating unit is considered to be a business segment.
For goodwill, the cash-generating unit is considered to be the business on which the goodwill arose.
An impairment charge is recognised in the income statement in the year in which it occurs. Where an impairment loss, other than an impairment loss on goodwill, subsequently reverses due to a change in its original estimate, the carrying amount of the asset is increased to the revised estimate of its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.
Share capital
Ordinary shares are 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.
Where any Group company purchases the Company's equity share capital (treasury shares) the consideration paid including any directly attributable incremental costs (net of income tax) is deducted from equity attributable to the Company's equity holders until the shares are cancelled or reissued. Where such shares are subsequently reissued any consideration received, net of any directly attributable incremental transaction costs and related tax effect is included in equity attributable to the Company's equity holders.
Retirement benefit costs
The Group previously operated a defined contribution scheme. Contributions to the scheme are charged to the income statement as they become payable according to the scheme rules. This scheme is now closed and no contributions are currently made.
Share-based payments
Employee services received in exchange for the grant of share options, performance share plan awards and deferred bonus plan awards are charged in the income statement over the vesting period based on the fair values of the options or awards at the date of grant. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest.
For share options the fair value is calculated using the Black-Scholes model and the vesting period is between 0-3 years. For share issues, the fair value is the market value of the shares issued. The corresponding credits in respect of amounts charged to the income statement are included in a separate reserve in equity until such time that the option or awards are exercised or lapsed.
Leasing
Leases which transfer substantially all of the risks and rewards of ownership to the lessee are classified as finance leases. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the Group at their fair value or if lower, at the present value of the minimum lease payments, each determined at the inception of the lease, and depreciation is provided accordingly.
The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and the reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis.
Provisions
Provisions are recognised when the Group has a present obligation, whether legal or constructive, as a result of a past event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.
A contingent liability is not recognised on the statements of financial position except in a business combination. A contingent liability is disclosed when the possibility of an outflow of resources embodying economic benefits is not remote.
Dividend distribution
Dividend distribution to shareholders is recognised as a liability in the financial statements in the period in which the dividends are declared and authorised, i.e. no longer at the discretion of the entity.
Financial instruments
IFRS 13 establishes a single source of guidance for measuring fair value and requires disclosures about fair value measurements. The scope of IFRS 13 is broad; the fair value measurement requirements of IFRS 13 apply to both financial instrument items and non-financial instrument items for which other IFRSs require or permit fair value measurements and disclosure about fair value measurements. Fair value under IFRS 13 is an exit price regardless of whether that price is directly observable or estimated using another valuation technique. Also IFRS 13 includes extensive disclosure requirements. IFRS 13 requires prospective application from 1 January 2013. Other than the additional disclosures, the application of IFRS 13 has not had any material impact on the amounts recognised in the consolidated financial statements.
Non-derivative financial instruments include investments in equity, trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables.
Non-derivative financial instruments are initially measured at fair value when the Group becomes a party to their contractual arrangements. Transaction costs are included in the initial measurement of financial instruments, except financial instruments classified as at fair value through profit and loss. The subsequent measurement of financial instruments is dealt with below.
Financial assets are valued at fair value with any movement being recognised through the income statement, under early adoption of IFRS 9.
Derivative financial instruments
The Group enters into interest rate swap contracts, in order to fix the interest rate payable on bank borrowings.
Swap contracts are recorded at fair value, which represents the unrealised gains and losses on revaluation. Fair value gains and losses are recorded in profit or loss. Net payments or receipts under the swap contracts are posted to interest expense in the profit or loss.
Financial assets at fair value through profit or loss
The Group's investments in equity securities are classified as financial assets at fair value through profit or loss in accordance with IFRS9, which has been adopted early. Subsequent to initial recognition, they are measured at fair value and changes therein are recognised in profit and loss.
Derecognition of financial assets and liabilities
A financial asset is derecognised when the right to receive cash flows from the asset has expired or the Company has transferred its rights to receive cash and either (a) has transferred substantially all the risks and rewards of the asset, or
(b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the assets.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
On derecognition of a financial asset, the difference between the proceeds received or receivable and the carrying amount of the asset is included in profit or loss.
On derecognition of a financial liability, the difference between the carrying amount of the liability extinguished or transferred to another party and the amount paid is included in profit or loss.
Investments in subsidiary undertakings
Investments in subsidiaries are shown in the Company statement of financial position at costs less any provision for impairment.
Trade and other receivables
Trade and other receivables are stated at their fair value on initial recognition and subsequently at costs less impairment losses.
Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value and are subsequently measured at cost as they have a short-term maturity.
Cash which is subject to legal or contractual restrictions on use is classified separately. Interest on cash and cash equivalents is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group.
Bank overdraft is shown within borrowings in current liabilities on the statements of financial position.
Financial liabilities
Financial liabilities, other than derivatives, are subsequently measured at amortised cost, using the effective interest rate method.
Trade payables
Trade payables are non-interest bearing and are stated at nominal value.
Bank borrowings
Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs are charged to profit or loss on an accrual basis using the effective interest method and are added to the carrying amount of the instrument to the extent they are not settled in the period in which they arise.
2 Segmental information
The Group has one continuing reportable segment, as described below, which is the Group's strategic business unit; these being the central group management and administration. The following summary describes the operation in the Group's reportable segment:
-- Other - head office, group and administration costs
31 December 2013
Other Elimination Total GBP'000 GBP'000 GBP'000 ----------------------------------- ------- --------- ------------ ---------- External revenue 56 - 56 Inter-segment revenue 8 (8) - ----------------------------------- ---------------- --------- ------------ ---------- Total segment revenue 64 (8) 56 ----------------------------------- ---------------- --------- ------------ ---------- Reportable segment (loss) / profit from operations before share-based payments (475) - (475) Finance income 270 (270) - Finance costs (383) - (383) ----------------------------------- ---------------- --------- ------------ ---------- Reportable segment (loss) / profit before tax (588) (270) (858) ----------------------------------- ---------------- --------- ------------ ---------- Depreciation - - - Reportable segment assets 88 (31) 57 Reportable segment liabilities (4,205) 104 (4,101) Segment capital expenditure - - - ----------------------------------- ------- --------- ------------ ---------- 31 December 2012 Other Elimination Total GBP'000 GBP'000 GBP'000 ----------------------------------- ------- --------- ------------ ---------- External revenue - - - Inter-segment revenue 308 (308) - ----------------------------------- ---------------- --------- ------------ ---------- Total segment revenue 308 (308) - ----------------------------------- ---------------- --------- ------------ ---------- Reportable segment (loss) / profit from operations before share-based payments (15,344) 14,770 (574) Share-based payments 5 - 5 Finance income 417 (417) - Finance costs (347) - (347) ----------------------------------- ---------------- --------- ------------ ---------- Reportable segment (loss) / profit before tax (15,269) 14,353 (916) ----------------------------------- ---------------- --------- ------------ ---------- Depreciation - - - Reportable segment assets 13,514 (13,438) 76 Reportable segment liabilities (6,041) 182 (5,859) Segment capital expenditure (1) - (1) ----------------------------------- ---------------- --------- ------------ ----------
3 Discontinued operations information
The Group has determined that four lines of business met the criteria to be treated under IFRS 5 as Non-current assets held for sale or discontinued operations. The four 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 Group's property investment business which was disposed of following a general meeting on 30 July 2013
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.
2013 2012 GBP'000 GBP'000 ------------------------------------------- -------- --------- Discontinued operations Turnover 906 22,159 Expenses (677) (28,531) ------------------------------------------- -------- --------- Profit/ (loss) before tax of discontinued operations 326 (6,372) (Loss)/gain on disposal of discontinued activities (97) 1,311 Taxation 19 (14) ------------------------------------------- -------- --------- Profit/ (loss) after tax from discontinued operations 151 (5,075) ------------------------------------------- -------- ---------
Earnings per share (pence) (in accordance with note 8)
Basic earnings per ordinary share (pence) 0.25 (8.37) Diluted earnings per share (pence) 0.25 (8.37) ------------------------------------------- ----- -------
The cash flows arising from discontinued or discontinuing operations are as follows:
2013 2012 Cash flow of discontinued operations GBP'000 GBP'000 -------------------------------------- --------- --------- Operating cash flows 735 (1,698) Investing cash flows (1,164) 1,152 Financing cash flows (703) (31) -------------------------------------- --------- --------- Total cash flows (1,132) (577) -------------------------------------- --------- --------- Tax charge in respect of discontinued operations 2013 2012 Total Total GBP'000 GBP'000 ---------------------------- ----------- ---------------- ---------- ------- ---------- ---------- Foreign income tax on subsidiary - - Previous year's under / (over) provision (19) 14 Total current tax (19) 14 -------------------------------------------------------------------------------- ---------- ---------- Deferred tax Original and reversing of timing differences - - ----------- ---------------- ---------- ------- ---------- ---------- Total tax charge (19) 14 -------------------------------------------------------------------------------- ---------- ----------
All of the taxation in respect of discontinued operations related to overseas operations.
Segmental information - discontinued operations
Discontinued Discontinued Discontinued Property property property fund For the twelve months Investment services management Elimination Total ended 31 December 2013 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ---------------------------------- ------------- ------------- ------------- ------------ -------- External revenue 886 20 - - 906 Inter-segment revenue - - - - - ---------------------------------- ------------- ------------- ------------- ------------ -------- Total segment revenue 886 20 - - 906 ---------------------------------- ------------- ------------- ------------- ------------ -------- Reportable segment (loss)/profit from operations before share-based payments 588 (112) - - 476 Share-based payments - - - - - Finance income 290 - - - 290 Finance costs (711) 1 - 270 (440) ---------------------------------- ------------- ------------- ------------- ------------ -------- Reportable segment (loss)/profit before tax 167 (111) - 270 326 ---------------------------------- ------------- ------------- ------------- ------------ -------- Depreciation - (1) - - (1) Reportable segment assets - 960 1 (95) 866 Reportable segment liabilities - (51) - - (51) Segment capital expenditure - - - - - ---------------------------------- ------------- ------------- ------------- ------------ -------- Discontinued Discontinued Discontinued Discontinued Property UK construction Property property fund For the twelve investment & refurbishment services management Other Elimination Total months ended 31 December 2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------ ------------- ---------------- ------------- ------------- -------- ------------ --------- External revenue 1,519 19,803 836 - - - 22,159 Inter-segment - - - - - - - revenue ------------------ ------------- ---------------- ------------- ------------- -------- ------------ --------- Total segment revenue 1,519 19,803 836 - - - 22,159 ------------------ ------------- ---------------- ------------- ------------- -------- ------------ --------- Reportable segment (loss)/profit from operations before share-based payments (2,589) (3,977) 790 349 (3,073) 4,169 (4,331) Share-based payments - - - - - - Finance income 50 - - - - - 50 Finance costs (1,166) (31) - - - 417 (780) ------------------ ------------- ---------------- ------------- ------------- -------- ------------ --------- Reportable segment (loss)/profit before tax (3,705) (4,008) 790 349 (3,073) 4,586 (5,061) ------------------ ------------- ---------------- ------------- ------------- -------- ------------ --------- Depreciation - (22) (2) - - - (24) Reportable segment assets 19,104 - 1,015 1 - (170) 19,950 Reportable segment liabilities (28,789) - (36) - (1,833) - (17,254) Segment capital expenditure - (8) - - - - (8) ------------------ ------------- ---------------- ------------- ------------- -------- ------------ ---------
Loss on disposal of operations
Loss on disposal of operations is comprised as follows:
2013 GBP'000 Loss on disposal of Horsfield Limited and Wyatt Limited (97) Loss on disposal recognised in the Income Statement (97) --------------------------------------------------------- --------
The carrying amount of the assets and liabilities of Horsfield Limited and Wyatt Limited at the date of disposal were as follows:
Net liabilities disposed of GBP'000 Total non-current assets 18,962 Trade and other receivables 89 Cash and cash equivalents 1,020 Trade and other payables (14,750) Total non-current liabilities (15,518) ------------------------------------------------- ---------------- Aggregate net liabilities disposed of (10,197) Less: Intercompany loan write-off 14,487 Consideration received (4,513) Foreign exchange reserve realised on disposal 320 ------------------------------------------------- ---------------- Loss on disposal of subsidiaries (97) ------------------------------------------------- ----------------
The consideration received was applied to the repayment of the shareholder loan facility (note 16).
4 Loss from continuing operations
2013 2012 Total Total GBP'000 GBP'000 ----------------------------- -------- -------- Operating loss is stated after charging: Auditors' remuneration: Audit of parent company and consolidated financial statements 21 37 Audit of subsidiary company financial statements 3 11 Tax services (1) 8 23 56 ----------------------------- -------- --------
All the above costs have been charged to the income statement.
5 Net finance costs
2013 2012 Total Total GBP'000 GBP'000 --------------------------- -------- -------- Bank charges and interest payable (2) - Shareholder loan interest and facility fees (381) (347) Net finance costs (383) (347) --------------------------- -------- --------
6 Information regarding Directors and employees
Staff costs during the year including Directors amounted to:
2013 2012 Total Total Directors' remuneration GBP'000 GBP'000 Salaries and benefits - - Pension - defined contribution schemes - - Directors' fees 65 65 -------------------------------- --------- --------- 65 65 -------------------------------- --------- --------- 2013 2012 Total Total GBP'000 GBP'000 Wages and salaries (including Directors' remuneration) 106 104 Social security costs 4 4 Share-based payments 3 3 -------------------------------- --------- --------- 113 111 -------------------------------- --------- ---------
The salary and benefits of Directors who served during the year ended 31 December 2013 are as follows;
There are no share options or deferred bonus awards outstanding as at 31 December 2013.
Basic salary/ Directors fees Total Total 2013 2012 Director GBP'000 GBP'000 GBP'000 ---------------------- --------------- -------- -------- Executive Jim Mellon 25 25 25 Denham Eke 20 20 20 Non-Executive Lincoln Forrest 20 20 20 Aggregate emoluments 65 65 65 ---------------------- --------------- -------- --------
7 Taxation
Tax charge 2013 2012 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 2013 2012 Total Total GBP'000 GBP'000 Loss on ordinary activities before taxation (858) (916) --------------------------------------------------------- ---------- --------------- Isle of Man income tax @ 0% (2012: 0%) - - Higher rates on overseas earnings - - Adjustments in respect of prior periods - - Tax expense per the income statement - - --------------------------------------------------------- ---------- ---------------
8 Loss per share on continuing operations
Total Total 2013 2012 GBP'000 GBP'000 ----------- ------------ Loss for the year on continuing operations (858) (916) ---------------------------------------------------------- ----------- ------------ 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) (1.47) (1.57) Dilutive effect of employee share options - - ----------- ------------ Diluted loss per share on continuing operations (pence) (1.47) (1.57) ---------------------------------------------------------- ----------- ------------
Reconciliation of continuing operations loss to total loss for the calculation of loss per share
Total Total 2013 2012 GBP'000 GBP'000 ------------------------------------------------------------------------------- -------- ---------- Loss for the year on continuing operations (858) (916) ------------------------------------------------------------------------------- -------- ---------- Profit/(loss) for the year on discontinued operations 147 (4,886) ------------------------------------------------------------------------------- -------- ---------- Loss for the year on all operations attributable to the owners of the Company (711) (5,802) ------------------------------------------------------------------------------- -------- ----------
9 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 2013 8 50 - 58 Additions - - - Exchange adjustments - - - - At 31 December 2013 8 50 - 58 ---------------------------- ------------------------------- ---------------------------- --------------- -------- Depreciation At 1 January 2013 7 47 - 54 Charge for the year 1 - - 1 Exchange adjustments - - - - At 31 December 2013 8 47 - 55 ---------------------------- ------------------------------- ---------------------------- --------------- -------- Net book value at 31 December 2013 - 3 - 3 ---------------------------- ------------------------------- ---------------------------- --------------- -------- Leasehold Fixtures and equipment Motor Total property improvements vehicles 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 ---------------------------------------- ----------------------- ----------------------- ---------- ---------- Leasehold property Fixtures improvements and equipment Total Company GBP'000 GBP'000 GBP'000 ------------------------------------ -------------- --------------- -------- Cost At 1 January 2013 1 39 40 Additions - - - Disposals - - - At 31 December 2013 1 39 40 ------------------------------------ -------------- --------------- -------- Depreciation At 1 January 2013 1 39 40 Charge for the year - - - Disposals - - - At 31 December 2013 1 39 40 ------------------------------------ -------------- --------------- -------- Net book value at 31 December 2013 - - - ------------------------------------ -------------- --------------- -------- 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 - - - ------------------------------------ -------------- --------------- -----------
10 Investment Property
2013 2012 GBP'000 GBP'000 ------------------------------------------------ --------- -------- Brought forward 17,885 22,131 Disposals - Disposal on sale of subsidiaries (18,962) - Revaluation of investment properties - (3,685) Effect of translation to presentation currency 1,077 (561) ------------------------------------------------ --------- -------- Value of investment property at end of year - 17,885 ------------------------------------------------ --------- --------
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.
11 Investments in subsidiaries
Company 2013 2012 GBP'000 GBP'000 --------------------------------------------------------- -------- -------- Shares in Group undertakings At 1 January 22 1,134 Write off investments in subsidiaries - (580) Write off share based payments invested in subsidiaries - (439) Disposal of subsidiary - share-based payments - (93) --------------------------------------------------------- -------- -------- At 31 December 22 22 --------------------------------------------------------- -------- --------
Details of the Company's principal direct and indirect subsidiaries are as follows:
Percentage of issued ordinary Country shares held of incorporation Nature of business Subsidiary undertakings: Speymill Property Group (UK) 100% UK Dormant Limited Speymill Property Group Limited 100% IOM Dormant Speymill (Cyprus) Limited 100% Cyprus Dormant GOAL construction GmbH 100% Germany Property refurbishment services
12 Trade and other receivables
2013 2013 2012 2012 Group Company Group Company GBP'000 GBP'000 GBP'000 GBP'000 --------------------------------------- -------- -------- -------- -------- Trade receivables (1) 841 - 898 - Amount owed by Group undertakings (2) - - - 8,020 Other receivables and prepayments 63 57 86 71 --------------------------------------- -------- -------- -------- -------- 904 57 984 8,091 --------------------------------------- -------- -------- -------- --------
(1) Trade receivables include an amount of GBP834k in relation to an ongoing legal dispute between GOAL construction GmbH and a former client. This amount was previously fully provisioned and although it remains in dispute, the legal process has developed to a point where the directors feel that it is appropriate to re-recognise part of the original debtor.
(2) Amounts receivable from Group undertakings were unsecured, non-interest bearing and have no fixed date of repayment.
13 Trade and other payables
2013 2013 2012 2012 Group Company Group Company GBP'000 GBP'000 GBP'000 GBP'000 --------------------------------------- -------- -------- -------- -------- Trade payables 94 77 294 28 Amount owed to Group undertakings (1) - 104 - 182 Other taxation and social security - - 1 1 Other payables - - - 99 Accruals and deferred income (2) 1,232 1,192 2,047 1,833 --------------------------------------- -------- -------- -------- -------- 1,326 1,373 2,342 2,143 --------------------------------------- -------- -------- -------- --------
(1) Amounts owed to Group undertakings are unsecured, subject to interest at market rate and have no fixed date of repayment.
(2) Included within accruals and deferred income is a provision of GBP1,131k specifically in relation to potential liabilities which may arise from Speymill Contracts liabilities guaranteed by Speymill plc (refer to note 26).
14 Cash and cash equivalents and overdraft
2013 2013 2012 2012 Group Company Group Company GBP'000 GBP'000 GBP'000 GBP'000 --------------------------- -------- -------- -------- -------- Cash and cash equivalents 15 - 1,152 5 --------------------------- -------- -------- -------- -------- Bank overdraft 43 43 - - --------------------------- -------- -------- -------- --------
Speymill plc has an overdraft facility with Lloyds TSB in the Isle of Man. The limit of the new facility is GBP50,000 and is currently available until 30 November 2014.
15 Interest-bearing loans
Group 2013 2012 GBP'000 GBP'000 ------------------------------------------------------------ --------- -------- Under the terms of the loan agreement the interest bearing loans are repayable as follows: On demand or within one year - 187 In the second year - 13,887 In the third to fifth years inclusive - - After 5 years - - ------------------------------------------------------------ --------- -------- - 14,074 ---------------------------------------------------------------------- --------
The Group had pledged investment properties (and the rental income of the properties) to secure related interest bearing facilities granted to the Group for the purchase of such properties. The Group's interest-bearing loans were transferred with the properties when the subsidiaries owning those properties were disposed of.
16 Shareholders' loan
2013 2013 2012 2012 Group Company Group Company GBP'000 GBP'000 GBP'000 GBP'000 ----------------------------------- -------- -------- -------- -------- Opening balance as at 1 January 5,722 5,722 2,754 2,754 Shareholders' loan drawdowns 1,233 1,233 6,421 6,421 Facility fees charged 30 30 54 54 Interest charged 352 352 293 293 Shareholders' loan repayments (4,112) (4,112) (3,800) (3,800) Facility fees paid (174) (174) - - Interest paid (268) (268) - - ----------------------------------- -------- -------- -------- -------- Closing balance as at 31 December 2,783 2,783 5,722 5,722 ----------------------------------- -------- -------- -------- --------
Additional information regarding the shareholders' loan is set out in note 1. On disposal of Horsfield Limited and Wyatt Limited GBP4,513k of principal, interest and fees was repaid.
The balance outstanding on the shareholders' loan at the year end comprising principal, accrued interest and facility fee is attributable to the following:
2013 2013 2012 2012 Group Company Group Company GBP'000 GBP'000 GBP'000 GBP'000 ----------------------------------- -------- -------- -------- -------- Galloway Limited 2,783 2,783 - - Jim Mellon - - 3,582 3,582 Burnbrae Limited - - 2,140 2,140 ----------------------------------- -------- -------- -------- -------- Closing balance as at 31 December 2,783 2,783 5,722 5,722 ----------------------------------- -------- -------- -------- --------
Full details of terms of shareholder loan facility are given in note 1.1.
17 Deferred tax
Potential deferred tax assets, primarily relating to trading losses not recognised was GBPnil (2012: GBPnil). In addition potential deferred tax assets relating to capital losses amount to GBPnil (2012: GBPnil).
18 Share-based payments
The Group has previously issued options over the ordinary shares of the Company. As at 31 December 2013 all such options had lapsed or been forfeited and none remain outstanding as at 31 December 2013.
A reconciliation of the share option movements over the year to 31 December 2013 is shown below:
2013 Weighted 2012 Weighted average average exercise price exercise price Options (in pence) Options (in pence) Outstanding at 1 January 1,290,642 23.68 1,644,850 22.64 Forfeited/lapsed during the year (1,290,642) (23.68) (354,208) (18.83) Outstanding at 31 December - - 1,290,642 23.68 ----------------------------------- ------------ --------------- ---------- --------------- Exercisable at 31 December - - 1,290,642 23.68 ----------------------------------- ------------ --------------- ---------- ---------------
There were no options outstanding as at 31 December 2013.
The options outstanding at 31 December 2012 had a weighted average exercise price of 23.68 pence and a weighted average remaining contractual life of 0.47 years.
The charges to the income statement in respect of share-based payments are as follows.
Total Total 2013 2012 GBP'000 GBP'000 --------------- --------- -------- Share options - (5) --------------- --------- --------
19 Operating lease commitments
At 31 December 2013 the Group was committed to making the following minimum payments in respect of non cancellable operating leases:
Land and buildings Other 2013 2012 2013 2012 GBP'000 GBP'000 GBP'000 GBP'000 Within one year 113 113 - - Within two to five years 343 432 - - After five years - 5 - - 456 550 - - -------------------------- ------------------ ----------------- ----------- -----------
Following the Administration of Speymill Contracts Limited, the Group became responsible for a lease entered into for a property used by Speymill Contracts Limited. The lease can be terminated in 2017. The Group are actively seeking to find an alternative tenant for the premises and have provided for the expense that is expected to incurred accordingly.
20 Called up share capital
2013 2012 GBP'000 GBP'000 Authorised 500,000,000 ordinary shares of 1p each 5,000 5,000 --------------------------------------------------------------- -------------- -------- Number Ordinary of Ordinary shares Share Premium Total Group and Company shares GBP'000 GBP'000 GBP'000 -------------------------------- --------------- ------------ -------------- ----------- At 1 January 2013 58,389,555 583,896 34,306 618,202 Share Options exercised - - - - -------------------------------- --------------- ------------ -------------- ----------- At 31 December 2013 58,389,555 583,896 34,306 618,202 -------------------------------- --------------- ------------ -------------- -----------
Capital Management
The Company is not subject to externally imposed capital requirements.
21 Related party transactions
Parent and ultimate controlling party
The Directors consider the Company to be controlled by Burnbrae Limited by virtue of its shareholding of 40.1%. Burnbrae Limited is incorporated in the Isle of Man and is indirectly and wholly owned by the trustees of a settlement under which Jim Mellon has a life interest. Jim Mellon also has a direct shareholding in the Company of 4.7%.
Transactions with related parties
The Group considers Burnbrae Limited and Galloway Limited to be related parties. Denham Eke is the managing director of Burnbrae Limited and is a director of Galloway Limited.
Details of transactions with Burnbrae Limited and the Directors of the Company other than those detailed in notes 1 and 16, are as follows:
2013 2012 GBP'000 GBP'000 ----------------- -------- -------- Income: Burnbrae Limited 56 - -------- -------- At 31 December 56 - ----------------- -------- -------- 2013 2012 GBP'000 GBP'000 ------------------ -------- -------- Expenses: Burnbrae Limited 166 169 -------- -------- At 31 December 166 169 ------------------ -------- --------
Amounts owed to Burnbrae Limited at 31 December 2013 were GBPnil (2012: GBPnil).
Key management personnel compensation
2013 2012 GBP'000 GBP'000 ----------------- -------- -------- Directors' fees 65 65 ----------------- -------- --------
22 Financial instruments
The Group uses a number of financial instruments comprising cash and cash equivalents, bank overdrafts, available for sale financial instruments, derivative financial instruments and trade and other receivables and payables which arise directly from its operations, the main purpose of which is to finance the Group's operations.
The principal risks that the Group is exposed to arise from the use of these financial instruments and are as follows:
-- Liquidity risks -- Credit risks -- Market risks
Liquidity risks
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.
The Group's exposure to contractual maturities of financial liabilities relates mainly to shareholder borrowing, bank overdrafts and trade and other payables.
Management controls and monitors the Group's cashflow on a regular basis, including forecasting future cash flow under both normal and stressed conditions and ensuring the Group has, as far as is possible, access to adequate funds to enable it to continue to operate. Banking facilities are kept under review and renegotiated where necessary to meet Group requirements. Surplus funds are placed on call deposits.
The Group has access to additional working capital financing through a shareholder loan, as detailed in notes 1 and 16.
Speymill Plc has an overdraft facility with Lloyds TSB in the Isle of Man. The limit of the new facility is GBP50,000 and is currently available until 30 November 2014.
The following are the contractual maturities of financial liabilities:
2013 Carrying amount Contractual cash flows 6 months or less 6-12 months 2-5 years Financial liabilities GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------ ---------------- ----------------------- ----------------- ------------ ---------- Trade and other payables 94 (94) (94) - - Bank overdraft 43 (43) (43) - - Shareholders' loan 2,783 (2,783) (2,783) - - 2,920 (2,920) (2,920) - - ------------------------------ ---------------- ----------------------- ----------------- ------------ ---------- 6 months 6-12 2-5 years 2012 Carrying amount Contractual cash flows or less months Financial liabilities GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------ ---------------- ----------------------- ----------------- ------------ ---------- Trade and other payables 294 (294) (292) - (2) Other taxes and social security 1 (1) (1) - - Corporation tax payable 4 (4) (4) - - Shareholders' loan 5,722 (5,722) (5,722) - - Derivative financial instruments 971 (971) - - (971) Interest bearing loans 14,074 (15,251) (311) (423) (14,517) 21,066 (22,243) (6,330) (423) (15,490) ------------------------------ ---------------- ----------------------- ----------------- ------------ ----------
Credit risks
Credit risk is the risk that one party to a financial instrument will cause financial loss for the Company by failing to discharge an obligation. The Group's exposure to credit risks arises from cash and cash equivalents as well as credit exposure to clients and customers. With respect to the investment property businesses the majority of the Group's clients were mainly residential tenants.
Cash and cash equivalents are held with major financial institutions with high credit ratings.
The carrying amounts of financial assets represent the maximum credit exposure and relates to financial assets carried at amortised costs as they have short term maturity.
The maximum exposure to credit risks at 31 December amounted to the following:
2013 2012 GBP'000 GBP'000 Financial assets at fair value 1 1 Trade receivables 841 898 Other receivables 63 86 Cash and cash equivalents 15 1,152 920 2,137 --------------------------------------- ------ ------------ ---- --------- ----------- 2013 2013 2012 2012 Gross Impairment Gross Impairment GBP'000 GBP'000 GBP'000 GBP'000 Not past due 28 - 86 - Past due 0-30 - - 5 - Past due 31-120 - - 13 - Past due 121-365 - - 45 - Due in more than 1 year 834 - 817 - 862 - 966 -
The ageing of trade receivables and VAT recoverable at the reporting date was:
The maximum exposure to credit risks for trade receivables at the reporting date by operating segments amounted to the following:
2013 2012 GBP'000 GBP'000 Property services 847 838 Property investment - 75 Other 15 53 862 966 -------
Market risks
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising returns.
Interest rate risk
Interest rate risk is the risk that the Group will sustain losses through adverse movements in interest bearing assets or liabilities. There is no risk to the interest rate on the shareholder loan, pending any changes on renewal of the facility.
At the reporting date the interest rate profile of the Group's variable interest-bearing financial instruments were:
2013 2012 GBP'000 GBP'000 Financial assets 15 1,152 Financial liabilities (43) - (28) 1,152
A 100 basis points increase in interest rates at the reporting date would have decrease equity and profit or loss by GBP300 (2012: increase of GBP11,500).
This assumes all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2012.
Foreign currency risks
The Group operates internationally and is subject to transactional foreign currency exposure primarily with respect to the Euro when any of the Company's subsidiaries receives income, pays for services or holds assets and liabilities denominated in foreign currencies other than Sterling.
The Group does not actively manage the exposures but regularly monitors the Group's currency position and exchange rate movements and makes decisions as appropriate.
At the end of the reporting period the Group's exposure to foreign currency risks is as follows:
GBP EUR Total 2013 GBP'000 GBP'000 GBP'000 Non-current assets - 4 4 Current assets 57 862 919 Current liabilities (1,313) (56) (1,369) Non-current liabilities (2,783) - (2,783) Net (liabilities)/assets (4,039) 810 (3,229) GBP EUR Total 2012 GBP'000 GBP'000 GBP'000 Non-current assets - 5 5 Current assets 76 19,945 20,021 Current liabilities (1,962) (571) (2,533) Non-current liabilities (5,722) (14,858) (20,580) Net (liabilities)/assets (7,608) 4,521 (3,087)
A 5% strengthening of Sterling against the following currencies at 31 December 2013 would have decreased equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2012.
2013 2013 2012 2012 Equity Profit or loss Equity Profit or loss GBP'000 GBP'000 GBP'000 GBP'000 EUR (39) - (215) -
23 Fair value measurement
The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements:
Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets
Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3 - inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques
Financial instruments measured at fair value - fair value hierarchy
All financial assets and liabilities not stated at fair value in the financial statements are categorised as level 2 in the fair value hierarchy.
Financial instruments not measured at fair value
All financial assets and liabilities not stated at fair value in the financial statements are categorised as level 2 in the fair value hierarchy.
24 Derivative financial instruments
2013 2012 GBP'000 GBP'000 Fair value of interest rate swap contracts - (971)
The fair value of the interest rate swap contracts comprised 2 contracts as follows:
Notional Fixed rate amount Premium Maturity % Variable Rate 2013 2012 GBP'000 GBP'000 GBP'000 GBP'000 7,305,614 - 31/12/2014 4.615 (1) Euribor 3 month - (442) 8,745,280 - 31/12/2014 4.615 (1) Euribor 3 month - (529) - (971) (1) Fixed swap rate of 3.265% plus margin of 1.35%.
25 Dividends
The Group has not declared or paid any dividends during 2013 (2012: GBPnil).
26 Guarantees and other financial commitments
Group
The Group had given performance bonds with a value of GBP936,158 (2012: GBP936,158) and parental company guarantees on behalf of Speymill Contracts. Where the Group believes that there is a liability arising under these guarantees and financial commitments, a provision has been recognised (refer to note 13).
Provisions are made based upon the best estimate of the Board, having regard to the information available to them and any professional advice provided. However, the ultimate amount and timing of any settlement or costs related to any claim is subject to uncertainty and depends upon a number of factors for which assumptions are required. Any amounts ultimately incurred may differ significantly from that provided as at 31 December 2013.
The Group had no capital commitments (2012: GBPnil).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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