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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 : 1719P
Speymill PLC
30 September 2013
7:00 am 30 September 2013
Speymill plc
("Speymill" or the "Company")
Unaudited Condensed Interim Financial Statements for the six months ended 30 June 2013
The Company is pleased to announce its unaudited interim accounts for the six months ended 30 June 2013 (the "Accounts"). The Accounts will shortly be available at the Company's website - www.speymill.com.
Contacts:-
Speymill plc Tel: +44 (0) 1624 639396 Denham Eke, Chief Executive Officer Nominated Advisor and Broker Tel: +44 (0)207 628 3396 Beaumont Cornish Limited Roland Cornish and Felicity Geldt
Extracts of the Accounts are set out below:
Chairman's statement
Dear Shareholders,
I am pleased to take this opportunity to provide you with an update on the Group's activities for the first six months of 2013.
Results
During the six months ended 30 June 2013, the Group made a loss for the period of GBP0.19 million (2012: a loss of GBP2.19 million).
The results include a profit before tax of GBP0.10 million in respect of the Group's German property investment activities (2012: a loss of GBP0.23 million).These results include an accounting profit of GBP290,000 in respect of the interest rate swaps for the bank financing of these properties, compared to an accounting loss for the comparative period of GBP34,000. These operations are now classed as discontinuing given the proposed transaction placed before a general meeting on 30 July 2013.
The results include nil profit or loss before tax (2012: loss of GBP1.76 million) for Speymill Contracts Limited ("Contracts") due to the company being placed into administration in December 2012.
Financial position
As at 30 June 2013, the Group had net liabilities of GBP3.11 million (June 2012: net assets GBP0.63 million; December 2012: net liabilities GBP3.09 million).
As I reported in our annual statement for 2012 I, together with Burnbrae Limited, agreed to extend the shareholder loan facility to 31 August 2013. As at 30 June 2013, a total of GBP6.33 million (2012: GBP3.02 million) of the shareholder loan facility had been drawn down by the Group.
Refinancing
As proposed in the annual report for 2012 and detailed in the accompanying circular, the Directors believe the best way forward for the Group was the disposal of the German property investment operations in consideration for forgiveness of GBP4.21 million of the shareholder loan provided by me and Burnbrae Limited and GBP0.30 million in cash. This transaction would then see the Group become an Investing Company.
This proposal was put to the shareholders at a general meeting held on 30 July 2013, where it was approved. Consequently, the ownership of the Group's 94.9% interest in the two German property investment companies, Horsfield Limited and Wyatt Limited, was transferred to me and Burnbrae Limited ("Burnbrae") and GBP4.21 million of the shareholder loan debt was extinguished and GBP0.30 million in cash for working capital purposes was also received. Subsequent to this transaction a new financing facility provided by Galloway Limited, a company related to Burnbrae and which is indirectly wholly owned by a Trust in which I have a life interest, was initiated and which replaced the facility provided by myself and Burnbrae.
Speymill Contracts
As detailed in my report accompanying the Annual Report for 2012, Contracts was placed into administration on 19 December 2012. At the time of writing, the administration process is still on-going and we continue to monitor this process with a view to protecting the group's interests.
Future Developments
Following approval of the disposal of the German property investment operations, Speymill plc ("the Company") has been reclassified as an Investing Company under AIM rules and has adopted a "generalist" investing policy. The Company continues to actively seek to identify suitable opportunities to implement the investment policy.
Jim Mellon
Chairman
25 September 2013
Condensed consolidated interim income statement
For the six months ended 30 June 2013
6 months 12 months 6 months to to to 30 June 30 June 31 Dec 2013 2012 2012 (unaudited) (unaudited) (audited) Notes GBP'000 GBP'000 GBP'000 --------------------------------------- ------ ------------ ------------ ---------- Continuing operations Turnover 2 20 - - Cost of sales - - - --------------------------------------- ------ ------------ ------------ ---------- Gross profit 20 - - ------ General administrative expenses (290) (264) (568) Share-based payments 4 - 5 5 Total operating costs (290) (259) (563) --------------------------------------- ------ ------------ ------------ ---------- Loss from operations (270) (259) (563) Net finance costs 5 (240) (129) (347) ------------ ------------ ---------- Loss before taxation (510) (388) (910) Taxation 6 - - - --------------------------------------- ------ ------------ ------------ ---------- Loss after taxation from continuing operations (510) (388) (910) Profit / (loss) for the period / year from discontinued operations 3 321 (1,797) (6,392) Profit on disposal of operations 3 - - 1,311 --------------------------------------- ------ ------------ ------------ ---------- Loss for the period / year (189) (2,185) (5,991) --------------------------------------- ------ ------------ ------------ ---------- Attributable to: Owners of the Company (195) (2,174) (5,802) Non-controlling interest 6 (11) (189) --------------------------------------- ------ ------------ ------------ ---------- (189) (2,185) (5,991) --------------------------------------- ------ ------------ ------------ ---------- Basic loss per share (pence) From continuing operations 7 (0.87) (0.66) (1.56) Diluted loss per share (pence) From continuing operations 7 (0.87) (0.66) (1.56)
Condensed consolidated interim statement of comprehensive income
For the six months ended 30 June 2013
6 months 12 months 6 months to to to 30 June 30 June 31 Dec 2013 2012 2012 (unaudited) (unaudited) (audited) GBP'000 GBP'000 GBP'000 -------------------------------------------- ------------ ------------ ---------- Loss for the period / year (189) (2,185) (5,991) -------------------------------------------- ------------ ------------ ---------- Other comprehensive income: Revaluation of financial assets at fair value - - - Currency translation differences on foreign operations 170 (262) (174) Revaluations realised on disposal of financial assets at fair value - 50 50 Total comprehensive loss for the period / year (19) (2,397) (6,115) -------------------------------------------- ------------ ------------ ----------
The notes are an integral part of these condensed consolidated interim financial statements.
Condensed consolidated interim statement of financial position
As at 30 June 2013
As at As at As at 30 June 30 June 2013 2012 31 Dec 2012 (unaudited) (unaudited) (audited) Notes GBP'000 GBP'000 GBP'000 ---------------------------------- ------- ------------- ------------ ------------ Non-current assets Property, plant and equipment 3 41 4 Financial assets at fair value 1 1 1 Total non-current assets 4 42 5 ---------------------------------- ------- ------------- ------------ ------------ Current assets Investment property 8 18,704 21,272 17,885 Due from customers for contract work - 1,305 - Trade and other receivables 1,065 2,281 984 Cash and cash equivalents 1,199 513 1,152 Total current assets 20,968 25,371 20,021 Total assets 20,972 25,413 20,026 ---------------------------------- ------- ------------- ------------ ------------ Equity Capital and reserves Ordinary share capital 584 584 584 Share premium 34 34 34 Share-based payments reserve - 140 123 Other income reserve 62 (566) (108) Retained earnings (3,295) 754 (3,223) ---------------------------------- ------- ------------- ------------ ------------ Equity attributable to owners of the Company (2,615) 946 (2,590) Non-controlling interest (491) (319) (497) Total equity (3,106) 627 (3,087) ---------------------------------- ------- ------------- ------------ ------------ Non-current liabilities Interest bearing loans 10 14,429 13,767 13,887 Derivative financial instruments 725 1,040 971 Shareholders' loan 12 6,327 3,018 5,722 ---------------------------------- ------- ------------- ------------ ------------ Total non-current liabilities 21,481 17,825 20,580 ---------------------------------- ------- ------------- ------------ ------------ Current liabilities Bank overdraft 47 465 - Trade and other payables 2,349 3,959 2,342 Due to suppliers for contract work - 2,357 - Interest bearing loans 10 201 180 187 Current tax liabilities - - 4 Total current liabilities 2,597 6,961 2,533 Total liabilities 24,078 24,786 23,113 ---------------------------------- ------- ------------- ------------ ------------ Total equity and liabilities 20,972 25,413 20,026 ---------------------------------- ------- ------------- ------------ ------------
The notes are an integral part of these condensed consolidated interim financial statements.
Condensed consolidated interim statement of changes in equity
For the six months ended 30 June 2013
Attributable Ordinary Share-based Other Retained to owners share Share payment income earnings/ of Non-controlling Total capital premium reserve reserves (loss) the parent interest equity GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------ --------- -------- ------------ --------- ---------- ------------- ---------------- -------- Balance at 31 December 2011 (audited) 584 34 146 (920) 3,494 3,338 (308) 3,030 Loss for the period - - - - (2,174) (2,174) (11) (2,185) Other comprehensive income for the period: Revaluation of financial assets at fair value - - - 633 (633) - - - Currency translation differences on foreign operations - - - (284) - (284) - (284) 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 - - 2 - - 2 - 2 Lapsed / forfeited share options - - (8) (45) 67 14 - 14 Balance at 30 June 2012 (unaudited) 584 34 140 (566) 754 946 (319) 627 ------------------ --------- -------- ------------ --------- ---------- ------------- ---------------- -------- Loss for the period - - - - (3,628) (3,628) (178) (3,806) Other comprehensive income for the period: Currency translation differences on foreign operations - - - 110 - 110 - 110 Transactions with owners, recorded directly in equity: Share-based payments: - share options charge - - (7) - - (7) - (7) Lapsed/forfeited share options - - (10) - (4) (14) - (14) Own shares disposed - - - 3 - 3 - 3 Lapsed/forfeited deferred share awards - - - 345 (345) - - - Balance at 31 December 2012 (audited) 584 34 123 (108) (3,223) (2,590) (497) (3,087) ------------------ --------- -------- ------------ --------- ---------- ------------- ---------------- -------- (Loss) / profit for the period - - - - (195) (195) 6 (189) Other comprehensive income for the period: Currency translation differences on foreign operations - - - 170 - 170 - 170 Transactions with owners, recorded directly in equity: Lapsed / forfeited share options - - (123) - 123 - - - Balance at 30 June 2013 (unaudited) 584 34 - 62 (3,295) (2,615) (491) (3,106) ------------------ --------- -------- ------------ --------- ---------- ------------- ---------------- --------
The notes are an integral part of these condensed consolidated interim financial statements.
Condensed consolidated statement of cash flows
For the six months ended 30 June 2013
6 months 6 months 12 months to to to 30 June 30 June 31 Dec 2013 2012 2012 Notes (unaudited) (unaudited) (audited) GBP'000 GBP'000 GBP'000 -------------------------------------------- ------ ------------ ------------------------ ---------- Cash flows from operating activities Net cash inflow / (outflow) from operations 39 (1,982) (2,788) Taxation paid 13 8 8 -------------------------------------------- ------ ------------ ------------------------ ---------- Net cash inflow / (outflow) from operating activities 52 (1,974) (2,780) -------------------------------------------- ------ ------------ ------------------------ ---------- Cash flows from investing activities Settlements in relation to financial instruments - 1,326 1,326 Cash held by subsidiary on disposal - - (164) Net purchase and disposal of property, plant and equipment - (8) (8) -------------------------------------------- ------ ------------ ------------------------ ---------- Net cash inflow from investing activities - 1,318 1,154 -------------------------------------------- ------ ------------ ------------------------ ---------- Cash flows from financing activities Shareholders' loan draw-downs 12 383 1,095 6,421 Shareholders loans repayments 12 (17) (960) (3,800) Sale of own shares - - 3 Repayment of interest bearing loans 10 (95) (87) (173) Interest paid (369) (384) (743) -------------------------------------------- ------ ------------ ------------------------ ---------- Net cash (outflow) / inflow from financing activities (98) (336) 1,708 -------------------------------------------- ------ ------------ ------------------------ ---------- Net (decrease) / increase in cash and cash equivalents (46) (992) 82 -------------------------------------------- ------ ------------ ------------------------ ---------- Translation effect of exchange rate fluctuation on cash held 46 (26) 4 Cash and cash equivalents at beginning of period/year 1,152 1,066 1,066 -------------------------------------------- ------ ------------ ------------------------ ---------- Net cash and cash equivalents at end of period/year 1,152 48 1,152 -------------------------------------------- ------ ------------ ------------------------ ---------- Cash and cash equivalents comprise Bank balances 1,199 513 1,152 Bank overdraft used for cash management purposes (47) (465) - -------------------------------------------- ------ ------------ ------------------------ ---------- Cash and cash equivalents in the statement of cash flows 1,152 48 1,152 -------------------------------------------- ------ ------------ ------------------------ ---------- Reconciliation of profit from operations and discontinued activities to net cash flow from operations Profit / (loss) from operations including discontinued activities 119 (1,629) (4,261) Adjusted for: Depreciation of tangible assets 1 17 24 Share-based payments charge - (5) (5) Revaluation of financial assets at fair value - 98 - (Increase) / decrease in receivables (87) 1,436 1,025 Increase / (decrease) in payables 6 (1,899) 429 -------------------------------------------- ------ ------------ ------------------------ ---------- Net cash inflow / (outflow) from operations 39 (1,982) (2,788) -------------------------------------------- ------ ------------ ------------------------ ----------
The notes are an integral part of these condensed consolidated interim financial statements.
Notes to the condensed consolidated interim financial statements
For the six months ended 30 June 2013
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 condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2013 comprises the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities"). The Group was primarily involved in real estate investment and construction operations but, following approval by the shareholders at a general meeting held on 30 July 2013, the Company is now an Investing Company.
1.1 Basis of preparation
(a) Statement of compliance
The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting". They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2012.
The accounting policies applied in the preparation of this interim report are the same as those applied in the annual report to 31 December 2012.
Going concern
As highlighted in the Chairman's statement, the unaudited consolidated balance sheet at 30 June 2013 shows a net liabilities position of GBP3.106m (31 December 2012: net liabilities of GBP3.1087m). The reduced net asset position is a consequence of the losses incurred by Speymill Contracts Limited (Speymill Contracts). As a result of these losses, the Board of Speymill plc has recognised a need for additional working capital. Having reviewed the forecast cash flow requirements, the Board has secured additional financing through an increase in the shareholder loan facility.
As announced on 16 April 2012, Jim Mellon and Burnbrae Limited agreed to provide a revised shareholder loan facility. The new facility continued to be revolving, with a limit of GBP5 million and an expiry date of 30 June 2013, with an interest rate of 8% and all other terms remaining as per the previous facility.
The Board of Speymill plc agreed to a further increase of the facility as announced on 28 September 2012 and subsequently has agreed to extend the facility to 31 August 2013 to allow the proposed transaction to be put before a general meeting. The revised limit of the facility has now been agreed as GBP7 million, with the conversion price being amended to 1.125 pence and an expiry date of 31 August 2013.
As announced on 30 July 2013, the disposal of the Company's 94.9% shareholding in each of Horsfield Limited and Wyatt Limited was approved by the shareholders at a general meeting held on 30 July 2013. This disposal resulted in GBP4.2m of the shareholder loan facility being extinguished and GBP0.3m consideration received for working capital purposes. The balance of the Jim Mellon and Burnbrae Limited shareholder loan facility has been transferred to a new facility provided by Galloway Limited ("Galloway") (a company related to both Jim Mellon and Burnbrae Limited and indirectly wholly owned by a Trust in which Jim Mellon has a life interest). The new facility has a limit of GBP4m with interest charged at 8% and an underwriting fee of 3% charged on all advances (except for the initial advance). Galloway has the right to convert the debt into ordinary shares in the company at a price based on the average closing price of the shares for the five working days prior to the date of conversion, subject to a maximum price of GBP0.01 per ordinary share.
As at 30 June 2013, a total of GBP6.33m (2012: GBP3.02m) of the shareholder loan facility had been drawn down by the Group. Following the approval of the proposed transaction at a general meeting, the initial drawdown from the new facility on 31 July 2013 was GBP1.93 million.
The Directors acknowledge that following the disposal of Horsfield Limited and Wyatt Limited at the end of July 2013 the Group is left with no specific source of revenue. The Company has therefore been reclassified as an Investing Company and adopted an Investing Policy, as approved by the shareholders at a general meeting held on 30 July 2013. The Directors are now seeking investment opportunities in accordance with the adopted Investing Policy. Further details can be found on the Company's website and in the circular distributed to shareholders with the annual report on 28 June 2013.
The condensed consolidated interim financial statements were authorised for issuance on 26 September 2013.
(b) Basis of measurement and functional currency
The Group condensed consolidated interim 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 interim financial statements in conformity with International Financial Reporting Standards (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 significant judgments made by management in applying the Group's accounting policies and key sources of estimation of uncertainty were the same as those that were applied to the consolidated financial statements as at and for the year ended 31 December 2012.
(d) Determination and presentation of operating segments
The Group determines and presents operating segments based on the information that internally is provided to the CEO, who is the Group's chief operating decision maker. This accounting policy reflects the Group's adoption of IFRS 8 Operating Segments which took effect from 1 January 2009.
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 assets (primarily the Company's headquarters) and office expenses.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets other than goodwill.
(e) Investment property
The investment properties are valued at their fair value as per the latest available valuation. 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.
The Investment properties are held within Horsfield Limited and Wyatt Limited and, as detailed previously, disposal of these two subsidiaries was approved by the shareholders at a general meeting held on 30 July 2013. Consequently, the investment properties are now classified as current assets in the statement of financial position.
(f) Non-current Assets Held for Sale and Discontinued Operations
The Group has adopted IFRS 5 Non-current Assets Held for Sale and Discontinued Operations to account for the presentation of discontinued operations. Disclosure has been made of the operating results of discontinued operations and continuing operations.
(g) Financial risk management
The Group's financial risk management objectives and policies are consistent with those disclosed in the financial statements as at 30 June 2013 and for the year ended 31 December 2012.
2 Segmental information - continuing operations
In respect of its continuing operations, the Group has one reportable segment, as described below, which is the Group's strategic business unit. The strategic business unit offers different products and services, and is managed separately because it requires different technology and marketing strategies. The operations of the Group's reportable segment are as follows:
-- Other - head office and group administration costs
Other Elimination Total For the six months ended 30 GBP'000 GBP'000 GBP'000 June 2013 -------------------------------- -------- ------------ -------- External revenue 20 - 20 Inter-segment revenue - - - -------------------------------- -------- ------------ -------- Total segment revenue 20 - 20 -------------------------------- -------- ------------ -------- Reportable segment loss from operations before share-based payments (270) - (270) Finance income 231 (231) - Finance costs (240) - (240) -------------------------------- -------- ------------ -------- Reportable segment loss before tax (279) (231) (510) -------------------------------- -------- ------------ -------- Depreciation - - - Reportable segment assets 14,396 (14,272) 124 Reportable segment liabilities (8,433) 123 (8,310) Segment capital expenditure - - - -------------------------------- -------- ------------ -------- Other Elimination Total For the six months ended 30 GBP'000 GBP'000 GBP'000 June 2012 -------------------------------- -------- ------------ -------- External revenue - - - Inter-segment revenue 150 (150) - -------------------------------- -------- ------------ -------- Total segment revenue 150 (150) - -------------------------------- -------- ------------ -------- Reportable segment loss from operations before share-based payments (114) (150) (264) Share-based payments 5 - 5 Finance income 209 (209) - Finance costs (129) - (129) -------------------------------- -------- ------------ -------- Reportable segment loss before tax (29) (359) (388) -------------------------------- -------- ------------ -------- Depreciation - - - Reportable segment assets 27,411 (27,377) 34 Reportable segment liabilities (6,300) 3,145 (3,155) Segment capital expenditure - - - -------------------------------- -------- ------------ -------- Other Elimination Total For the twelve months ended GBP'000 GBP'000 GBP'000 31 December 2012 -------------------------------- --------- ------------ -------- External revenue - - - Inter-segment revenue 300 (300) - -------------------------------- --------- ------------ -------- Total segment revenue 300 (300) - -------------------------------- --------- ------------ -------- Reportable segment loss from operations before share-based payments (15,344) 14,776 (568) Share-based payments 5 - 5 Finance income 417 (417) - Finance costs (347) - (347) -------------------------------- --------- ------------ -------- Reportable segment loss before tax (15,269) 14,359 (910) -------------------------------- --------- ------------ -------- Depreciation - - - Reportable segment assets 13,502 (13,426) 76 Reportable segment liabilities (6,033) 182 (5,851) Segment capital expenditure (1) - (1) -------------------------------- --------- ------------ -------- As at As at As at 30 June 2013 30 June 31 Dec 2012 2012 (unaudited) (unaudited) (audited) Reportable segment assets and liabilities reconciliation GBP'000 GBP'000 GBP'000 ------------------------------------------- ------------- ------------ ---------- Segment assets for reportable segments 124 34 76 Segment assets for discontinued operations 20,848 25,379 19,950 ------------------------------------------- ------------- ------------ ---------- Total assets per the balance sheet 20,972 25,413 20,026 ------------------------------------------- ------------- ------------ ---------- Segment liabilities for reportable segments (8,310) (3,155) (5,851) Segment liabilities for discontinued operations (15,768) (21,631) (17,262) ------------------------------------------- ------------- ------------ ---------- Total liabilities per the balance sheet (24,078) (24,786) (23,113) ------------------------------------------- ------------- ------------ ---------- 3 Discontinued operations information
The Group has determined that five lines of business meet the criteria to be treated under IFRS 5 as non-current assets held for sale or discontinued operations. The results of these lines of business are set out below under the heading discontinued operations. The Group's five business segments treated as discontinued operations are as follows:
-- United Kingdom construction and refurbishment
-- Property investment
-- Property services business
-- Property fund management business
-- Other
6 months 6 months 12 months to to to 30 June 2013 30 June 2012 31 Dec 2012 (unaudited) (unaudited) (audited) GBP'000 GBP'000 GBP'000 -------------------------------- ------------- ------------- ------------ Discontinued operations Turnover 769 12,876 22,158 Expenses (466) (14,663) (27,225) -------------------------------- ------------- ------------- ------------ Profit / (loss) before tax of discontinued operations 303 (1,787) (5,067) Taxation 18 (10) (14) -------------------------------- ------------- ------------- ------------ Profit / (loss) after tax from discontinued operations 321 (1,797) (5,081) -------------------------------- ------------- ------------- ------------
Earnings / (loss) per share (pence) (note 7)
Basic earnings / (loss) per ordinary share (pence) 0.54 (3.06) (8.38) Diluted earnings / (loss) per share (pence) 0.54 (3.06) (8.38) ---------------------------------------------------- ----- ------- ------- 6 months 6 months 12 months to to to 30 June 30 June 31 Dec 2012 2013 2012 (unaudited) (unaudited) (audited) Cash flows of discontinued operations GBP'000 GBP'000 GBP'000 ---------------------------- ------------ ------------ ------------ Operating cash flows 1,183 (2,173) 158 Investing cash flows (531) 1,762 1,107 Financing cash flows (600) (593) (1,161) ---------------------------- ------------ ------------ ------------ Total cash flows 52 (1,004) 104 ---------------------------- ------------ ------------ ------------
Segmental information - discontinuing & discontinued operations
Discontinued Discontinued Discontinuing Discontinuing UK construction property property property fund & refurbishment investment services management Other Elimination Total For the six months ended 30 June 2013 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ----------------- ----------------- ------------- -------------- -------------- -------- ------------ --------- External revenue - 759 10 - - - 769 Inter-segment - - - - - - - revenue ----------------- ----------------- ------------- -------------- -------------- -------- ------------ --------- Total segment revenue - 759 10 - - - 769 ----------------- ----------------- ------------- -------------- -------------- -------- ------------ --------- Reportable segment profit / (loss) from operations before share-based payments - 427 (36) - (3) - 388 Share-based - - - - - - - payments Finance income - 290 - - - - 290 Finance costs - (606) - - - 231 (375) ----------------- ----------------- ------------- -------------- -------------- -------- ------------ --------- Reportable segment profit / (loss) before tax - 111 (36) - (3) 231 303 ----------------- ----------------- ------------- -------------- -------------- -------- ------------ --------- Depreciation - - (1) - - - (1) Reportable segment assets - 19,971 993 1 6 (123) 20,848 Reportable segment liabilities - (29,989) (25) - (5) 14,251 (15,768) Segment capital expenditure - - - - - - - ----------------- ----------------- ------------- -------------- -------------- -------- ------------ --------- Discontinued Discontinued Discontinuing Discontinuing UK construction property property property fund & refurbishment investment services management Other Elimination Total For the six months ended 30 June 2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- External revenue 12,101 765 10 - - - 12,876 Inter-segment - - - - - - - revenue ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- Total segment revenue 12,101 765 10 - - - 12,876 ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- Reportable segment profit / (loss) from operations before share-based payments (1,740) 378 (43) (113) (3) 150 (1,371) Share-based - - - - - - - payments Finance income - (34) - - - - (34) Finance costs (20) (571) - - - 209 (382) ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- Reportable segment profit / (loss) before tax (1,760) (227) (43) (113) (3) 359 (1,787) ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- Depreciation (16) - (1) - - - (17) Reportable segment assets 3,460 21,878 241 2,590 1,569 (4,359) 25,379 Reportable segment liabilities (19,479) (27,970) (94) (1,213) (333) 27,458 (21,631) Segment capital expenditure (8) - - - - - (8) ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- Discontinued Discontinued Discontinuing Discontinuing UK construction property property property fund & refurbishment investment services management Other Elimination Total For the twelve months ended 31 December 2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- External revenue 19,803 1,519 836 - - - 22,158 Inter-segment revenue - - - - 8 (8) - ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- Total segment revenue 19,803 1,519 836 - 8 (8) 22,158 ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- Reportable segment profit / (loss) from operations before share-based payments (3,977) (2,589) 790 349 (3,073) 4,163 (4,337) Share-based - - - - - - - payments Finance income - 50 - - - - 50 Finance costs (31) (1,166) - - - 417 (780) ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- Reportable segment profit / (loss) before tax (4,008) (3,705) 790 349 (3,073) 4,580 (5,067) ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- Depreciation (22) - (2) - - - (24) Reportable segment assets - 19,104 1,015 1 12 (182) 19,950 Reportable segment liabilities - (28,789) (36) - (1,841) 13,404 (17,262) Segment capital expenditure (8) - - - - - (8) ------------------ ---------------- ------------- -------------- -------------- -------- ------------ --------- 4 Share-based payments 6 months to 6 months to 12 months to 30 June 2013 30 June 2012 31 Dec 2012 (unaudited) (unaudited) (audited) Share based payments within continuing operations GBP'000 GBP'000 GBP'000 --------------------------------------------------- -------------- ------------- ------------- Share options - (5) (5) Provision for share issue - - - --------------------------------------------------- -------------- ------------- ------------- - (5) (5) ------------------------------------------------------------------ ------------- ------------- 5 Net finance costs 6 months to 6 months 12 months to to 30 June 2013 30 June 31 Dec 2012 2012 (unaudited) (unaudited) (audited) Finance costs of continuing operations GBP'000 GBP'000 GBP'000 ---------------------------------------- ------------- ------------ ------------ Finance income Other interest receivable - - - Change in fair value of derivative financial instruments - - - - - - ---------------------------------------- ------------- ------------ ------------ Finance costs Bank charges and interest payable (1) (1) - Interest charge on interest bearing loans (note 10) - - - Shareholder loan interest and facility fees (note 12) (239) (128) (347) Net finance costs (240) (129) (347) ---------------------------------------- ------------- ------------ ------------ 6 Taxation
There is no tax charge on continuing operations for the six months ended 30 June 2013 (year ended 31 December 2012 - nil). This results from the fact that either operations are conducted in tax jurisdictions with a 0% tax rate for companies or that operations did not generate any taxable profits during the period, taking into account any available allowances and brought forward tax losses.
7 Loss per ordinary share 6 months to 6 months to 12 months to 30 June 2013 30 June 2012 31 Dec 2012 (unaudited) (unaudited) (audited) From continuing operations GBP'000 GBP'000 GBP'000 ------------------------------------------------------- ------------- ------------- ------------- Loss for the period/year from continuing operations (510) (388) (910) ------------------------------------------------------- ------------- ------------- ------------- No. No. No. Basic weighted average number of shares in issue 58,389,555 58,389,555 58,389,555 Employee share options and provisions for share issue - - - ------------------------------------------------------- ------------- ------------- ------------- Basic loss per ordinary share (pence) (0.87) (0.66) (1.56) Dilutive effect of employee share options - - - ------------- ------------- Diluted loss per share (pence) (0.87) (0.66) (1.56) ------------------------------------------------------- ------------- ------------- ------------- 8 Investment property
The fair value of the Group's investment properties at 30 June 2013 and 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. CBRE GmbH has appropriate qualifications and recent experience in the valuation of properties in the relevant locations.
The Directors believed that a further revaluation of the properties was not appropriate and have used the previous valuation as a basis of assessing the current carrying value of the various properties. This valuation and the financial performance of the portfolios was compared at 31 December 2012 with information for comparable properties being currently offered for sale in the open market. The portfolios were also reviewed in conjunction with information relating to the trends for property prices across Germany.
The Directors deem the valuation carried out as at 31 December 2012 to still be relevant and an appropriate valuation as at the period end, as there have been no significant indicators of impairment or factors identified which may affect the value of the investment properties. The movement in the properties' carrying value since 1 January 2013 is due to translation to the presentation currency.
Following approval by the shareholders at a general meeting held on 30 July 2013 for the disposal of Horsfield Limited and Wyatt Limited (as detailed previously), the investment properties have been reclassified as current assets.
9 Called up share capital 6 months to 6 months to 12 months to 30 June 2013 30 June 2012 31 Dec 2012 (unaudited) (unaudited) (audited) GBP'000 GBP'000 GBP'000 ---------------------------------------- ------------- ------------- ------------- Authorised ------------- ------------- ------------- 500,000,000 ordinary shares of 1p each 5,000 5,000 5,000 ---------------------------------------- ------------- ------------- ------------- No. No. No. ---------------------------------------- ------------- ------------- ------------- Issued and fully paid At beginning of period/year 58,389,555 58,389,555 58,389,555 Exercise of share options - - - ---------------------------------------- At end of period/year 58,389,555 58,389,555 58,389,555 ---------------------------------------- ------------- ------------- ------------- 10 Interest bearing loans 6 months 6 months 12 months to to to 30 June 2013 30 June 31 Dec 2012 2012 (unaudited) (unaudited) (audited) GBP'000 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 201 180 187 In the second year 14,429 189 13,887 In the third to fifth years inclusive - 13,578 - After 5 years - - - ------------------------------------------- ------------- ------------ ------------ 14,630 13,947 14,074 ------------------------------------------- ------------- ------------ ------------
The Group's interest-bearing loans are carried at amortised cost. As at 30 June 2013, the Group had two secured bank loan facilities amounting to GBP14.6m (31 December 2012: GBP14.1m). Each of the Group's interest-bearing loan facilities has been secured by charges on investments properties, rental income, bank accounts, other assets and undertakings within the related financing packages.
Deutsche Genossenschafts-Hypothekenbank AG is the sole lender for the two financing packages, as detailed below:
Horsfield Limited
The balance outstanding under this facility at the period end was GBP7,971,094 (31 December 2012: GBP7,668,080). The facility amount at original drawdown was EUR 9,807,200. The interest rate is fixed at 4.615% per annum inclusive of margin. Interest is payable quarterly in arrears. The loan is currently amortising at 1.17% of the original loan amount per annum and is repayable on the repayment date of 31 December 2014.
Wyatt Limited
The balance outstanding under this facility at the period end was GBP6,659,462 (31 December 2012: GBP6,406,304). The facility amount at original drawdown was EUR 8,192,700. The interest rate is fixed at 4.615% per annum inclusive of margin. Interest is payable quarterly in arrears. The loan is currently amortising at 1.11% of the original loan amount per annum and is repayable on the repayment date of 31 December 2014.
11 Guarantees and other financial commitments
As is normal within the construction sector, the Group has given Parent Company Guarantees in relation to work completed by Speymill Contracts and has provided performance bonds with a value of GBP936,158 (31 December 2012: GBP936,158) that are still outstanding while Speymill Contracts is in administration. The Group had no capital commitments (31 December 2012: GBPnil).
12 Related party transactions
Loan facility
As set out in the Annual Report for 31 December 2012 and announced on 28 September 2012, the Company extended the shareholder loan facility from one of its directors, Jim Mellon and Burnbrae Limited. The overall limit of the principal on the loan facility is GBP7m and it will expire on 31 August 2013. Further details were set out in the Annual Report. As at 30 June 2013, the total balance of the facility utilised was GBP6.33m including principal, facility fees and accrued interest.
Details of transactions with Burnbrae Limited are as follows:
6 months 6 months 12 months to to to 30 June 30 June 31 Dec 2012 2013 2012 (unaudited) (unaudited) (audited) GBP'000 GBP'000 GBP'000 ------------------------------ ----------------- ---------------- ----------------- Income: Burnbrae Limited 20 - - 20 - - ------------------------------ ----------------- ---------------- ----------------- Expenses: Burnbrae Limited (83) (85) (169) (83) (85) (169) -------------------------------------- ---------------------- --------- -----------
Amounts owed to Burnbrae Limited, other than amounts due to Jim Mellon and Burnbrae Limited through the shareholder loan facility, at 30 June 2013 were GBPnil (31 December 2012: GBPnil).
13 Subsequent events
At the reporting date, a circular had been distributed to all shareholders detailing a proposal to dispose of two subsidiary companies, Horsfield Limited and Wyatt Limited, to part satisfy the existing shareholder loan and then to operate as an investment company.
Under the terms of the proposal, the Group would transfer its interest in the subsidiaries to Jim Mellon and Burnbrae Limited in consideration for the elimination of GBP4.2m of the shareholder loan facility and GBP0.3m in cash.
It was also proposed that, following the above transaction, a new funding facility would be provided by Galloway Limited (a company related to Jim Mellon and Burnbrae Limited) to repay the residual balance of the shareholder loan and to provide a further facility of up to GBP4m until 31 July 2014.
The above transactions were approved by the shareholders at a general meeting held on 30 July 2013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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