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TAN Tanfield Group Plc

3.91
0.01 (0.26%)
23 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Tanfield Group Plc LSE:TAN London Ordinary Share GB00B4QHFM95 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.01 0.26% 3.91 3.72 4.10 0.00 16:35:05
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Motor Vehicle Part,accessory 6.9M 4.95M 0.0304 1.28 6.35M

Tanfield Group PLC Interim Results (2181C)

28/09/2018 7:00am

UK Regulatory


Tanfield (LSE:TAN)
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TIDMTAN

RNS Number : 2181C

Tanfield Group PLC

28 September 2018

Tanfield Group Plc

("Tanfield", or "the Company")

Interim Results for the six-month period to 30 June 2018

Tanfield, an investing company as defined by AIM Rules, announces its half year results for the period ending 30 June 2018. The unaudited financial information will shortly be available on the Company website at www.tanfieldgroup.com.

Background

The Company is currently defined as an investing company that has two passive investments. This status resulted from the disposal of Smith Electric Vehicles in 2010 and the disposal of Snorkel Europe Limited in October 2013. Tanfield currently owns 49% of Snorkel International Holdings LLC ("Snorkel") and 5.76% of Smith Electric Vehicles Corp. ("Smith").

The strategy of the Company in relation to these investments is to return as much as possible of any realised value to shareholders as events occur and circumstances allow, subject to compliance with any legal requirements associated with such distributions.

Summary

-- As reported in the Snorkel Investment Update on 20 September 2018, the Board have impaired the Snorkel investment value to GBP19.1m ($25.3m), which represents approximately 12p per share.

-- Smith continues to be held at a nil balance sheet value following the impairment of the investment at the end of 2015.

-- In June 2018, Snorkel indicated to the Board that it expects Xtreme will cause SKL Holdings to exercise its call option at the earliest opportunity, in October 2018. However, this has not been confirmed by Xtreme or SKL Holdings.

-- Based on the information currently available to the Board, it is likely that the trailing 12 month EBITDA at October 2018 will result in the price of the call option being at best a modest amount, possibly nil, but this will need to be validated at the time and consequently the Board has restricted its current valuation of the Company's interest in Snorkel to the priority amount and preferred return values only.

-- As reported in the Snorkel Investment Update on 20 September 2018, Charles Brooks, the former Chief Financial Officer of Tanfield Group Plc who had significant input in to the key documents pertaining to the joint venture between Tanfield and Xtreme and whose employment transferred following the joint venture and who is now the Chief Financial Officer at both Snorkel and Xtreme, has made assertions that the preferred interest position is only applicable until 30 September 2018, after which date the value will be nil. The Board do not agree with the assertions made by Mr Brooks and are of the belief that the intent of the agreement requires the payment of the preferred interest position prior to or in conjunction with Xtreme seeking to exercise the call option to acquire Tanfield's equity in Snorkel.

-- Whilst there is no formal dispute with Xtreme currently, the Board has inferred from its correspondence with Mr Brooks that this may occur in due course. Should Xtreme attempt to exercise its call option and dispute that the adjusted preferred interest position is payable, the Board will vigorously defend its position that the preferred interest is payable.

-- The Company's operating loss in H1 2018 reduced to GBP94k (H1 2017: GBP109k). The retained loss for the period, after a GBP17.2m impairment of the Snorkel investment valuation, was GBP17.3m (H1 2017: GBP0.1m).

Overview of investments

Based on the unaudited financial information received from Snorkel, during the first six months of 2018 the business achieved further sales growth resulting in sales of $96.3m, an increase of 21% compared to H1 2017 when sales were $79.7m. Should the trend of sales growth continue for the remainder of the year, the Board believes 2018 could see sales in excess of $200m. The reported gross profit for the period was $12.3m, an increase of $1.7m compared to H1 2017 ($10.6m). Despite the $1.7m increase in gross profit, the operating profit, excluding depreciation, saw a $0.7m decrease to $0.8m compared to H1 2017 ($1.5m). This was as a result of a material increase in selling, general and admin costs of $2.4m during the first 6 months of 2018, up to $11.5m in H1 2018 from $9.1m in H1 2017. As a comparison, the value of selling, general and admin costs in H1 2016 was $8.9m which is consistent with the H1 2017 value of $9.1m.

As referenced in the summary, whilst there is no formal dispute with Xtreme currently, should Xtreme attempt to exercise its call option and dispute that the adjusted preferred interest position is payable, the Board will vigorously defend its position that the preferred interest is payable.

In 2015 the investment in Smith was impaired to nil due to the uncertainty around its future and the level of funding it required. The situation continues to be monitored but the Board is of the opinion that it is highly unlikely that any value will materialise from the investment.

For further information:

Tanfield Group Plc

   Daryn Robinson                                                                020 7220 1666 

WH Ireland Limited - Nominated Advisor

   James Joyce / Chris Viggor                                          020 7220 1666 
 
 STATEMENT OF COMPREHENSIVE INCOME 
 FOR THE SIX MONTHSING 30 JUNE 
  2018 
 
                                                         Six months         Six months       Year to 
                                                                 to                 to 
                                                          30 Jun 18             30 Jun        31 Dec 
                                                        (unaudited)     17 (unaudited)            17 
                                                                                           (audited) 
                                                           GBP000's           GBP000's      GBP000's 
------------------------------------  -----  -----  ---------------  -----------------  ------------ 
 
 Revenue                                                          -                  -             - 
 Staff costs                                                   (32)               (44)          (83) 
 Other operating income                                          15                 16            84 
 Other operating expenses                                      (77)               (81)         (149) 
---------------------------------------------------  --------------  -----------------  ------------ 
 Loss from operations before 
  impairments                                                  (94)              (109)         (148) 
 Impairment of Investments                                 (17,183)                  -             - 
------------------------------------  -----  ------  --------------  -----------------  ------------ 
 Loss from operations after 
  impairments                                              (17,277)              (109)         (148) 
 Finance expense                                                  -                  -             - 
 Finance income                                                   -                  -             - 
------------------------------------  -----  ------  --------------  -----------------  ------------ 
 Net finance expense                                              -                  -             - 
 
 Loss from operations before 
  tax                                                      (17,277)              (109)         (148) 
 Taxation                                                         -                  -             - 
------------------------------------  -----  ------  --------------  -----------------  ------------ 
 Loss & total comprehensive income for 
  the period attributable to equity shareholders           (17,277)              (109)         (148) 
---------------------------------------------------  --------------  -----------------  ------------ 
 
 Loss per share from operations 
 Basic and diluted (p)                                       (11.0)              (0.1)         (0.1) 
 
 
 
 BALANCE SHEET 
 AS AT 30 JUNE 2018 
                                                           30 Jun         30 Jun       31 Dec 
                                                               18             17           17 
                                                      (unaudited)    (unaudited)    (audited) 
                                                         GBP000's       GBP000's     GBP000's 
------------------------------------  -----  -----  -------------  -------------  ----------- 
 Non current assets 
 Non current Investments                                   19,100         36,283       36,283 
--------------------------------------------------  -------------  -------------  ----------- 
                                                           19,100         36,283       36,283 
 -----  -----                                       -------------  -------------  ----------- 
 Current assets 
 Trade and other receivables                                   32             65           13 
 Cash and cash equivalents                                    255            166          134 
--------------------------------------------------  -------------  -------------  ----------- 
                                                              287            231          147 
 -----  -----                                       -------------  -------------  ----------- 
 
 Total assets                                              19,387         36,514       36,430 
--------------------------------------------------  -------------  -------------  ----------- 
 
 Current liabilities 
 Trade and other payables                                      40            101           56 
--------------------------------------------------  -------------  -------------  ----------- 
                                                               40            101           56 
 -----  -----                                       -------------  -------------  ----------- 
 
 Total liabilities                                             40            101           56 
--------------------------------------------------  -------------  -------------  ----------- 
 
 Equity 
 Share capital                                              7,920          7,816        7,816 
 Share premium                                             17,336         17,190       17,190 
 Share option reserve                                         331            459          331 
 Special reserve                                           66,837         66,837       66,837 
 Merger reserve                                             1,534          1,534        1,534 
 Retained earnings                                       (74,611)       (57,423)     (57,334) 
--------------------------------------------------  -------------  -------------  ----------- 
 Total equity                                              19,347         36,413       36,374 
--------------------------------------------------  -------------  -------------  ----------- 
 
 Total equity and total liabilities                        19,387         36,514       36,430 
--------------------------------------------------  -------------  -------------  ----------- 
 
 
 
 
 
 STATEMENT OF CHANGES IN EQUITY 
 
                                   Share        Share      Share     Merger    Special   Retained          Total 
                                 capital      premium     option    reserve    reserve   earnings 
                                                         reserve 
                                GBP000's     GBP000's   GBP000's   GBP000's   GBP000's   GBP000's       GBP000's 
   ----------------------      ---------  -----------  ---------  ---------  ---------  ---------  ------------- 
    For the 6 month period ended 
     30 June 2018 
 
    At 1 January 2018              7,816       17,190        331      1,534     66,837   (57,334)         36,374 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------------- 
    Comprehensive income 
    Loss for the period                -            -          -          -          -   (17,277)       (17,277) 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------------- 
    Total comprehensive 
     income 
     for the year                      -            -          -          -          -   (17,277)       (17,277) 
    Transactions with 
    owners 
    in their capacity as 
    owners:- 
    Issuance of new shares           104          146          -          -          -          -      250 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  -------  ---- 
    At 30 June 2018                7,920       17,336        331      1,534     66,837   (74,611)         19,347 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------------- 
 
    For the 6 month period ended 
     30 June 2017 
 
    At 1 January 2017              7,816       17,190        459      1,534     66,837   (57,314)         36,522 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------------- 
    Comprehensive income 
    Loss for the period                -            -          -          -          -      (109)          (109) 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------------- 
    Total comprehensive 
     income 
     for the year                      -            -          -          -          -      (109)          (109) 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------------- 
    At 30 June 2017                7,816       17,190        459      1,534     66,837   (57,423)         36,413 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------------- 
 
    For the year ended 31 December 
     2017 
 
    At 1 January 2017              7,816       17,190        459      1,534     66,837   (57,314)   36,522 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------- 
    Comprehensive income 
    Loss for the year                  -            -          -          -          -      (148)    (148) 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------- 
    Total comprehensive 
     income 
     for the year                      -            -          -          -          -      (148)    (148) 
    Transactions with 
    owners 
    in their capacity as 
    owners:- 
    Share based payments               -            -      (128)          -          -        128        - 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------- 
    At 31 December 2017            7,816       17,190        331      1,534     66,837   (57,334)   36,374 
   --------------------------  ---------  -----------  ---------  ---------  ---------  ---------  ------- 
 
 
 CASH FLOW STATEMENT 
 FOR THE SIX MONTHSING 30 JUNE 2018 
                                                    Six months     Six months       Year to 
                                                         to 30          to 30 
                                                        Jun 18         Jun 17 
                                                   (unaudited)    (unaudited) 
                                                                                     31 Dec 
                                                                                         17 
                                                                                  (audited) 
                                                      GBP000's       GBP000's      GBP000's 
----------------------------------------  -----  -------------  -------------  ------------ 
 
 Loss before interest and taxation                    (17,277)          (109)         (148) 
 Loss on impairment of investments                      17,183              -             - 
 Operating cash flows before movements 
  in working capital                                      (94)          (109)         (148) 
 Decrease/(increase) in receivables                       (20)              5            48 
 Increase/(decrease) in payables                          (15)              1          (35) 
-----------------------------------------------  -------------  -------------  ------------ 
 Net cash used in operating activities                   (129)          (103)         (135) 
-----------------------------------------------  -------------  -------------  ------------ 
 
 Cash flow from financing activities 
 Proceeds from issuance of ordinary                        250              -             - 
  shares net of costs 
----------------------------------------  -----  -------------  -------------  ------------ 
 Net cash from financing activities                        250              -             - 
----------------------------------------  -----  -------------  -------------  ------------ 
 Net (decrease)/increase in cash and 
  cash equivalents                                         121          (103)         (135) 
 Cash and cash equivalents at the 
  start of period                                          134            269           269 
-----------------------------------------------  -------------  -------------  ------------ 
 Cash and cash equivalents at the 
  end of the period                                        255            166           134 
-----------------------------------------------  -------------  -------------  ------------ 
 
 
 
 1 Basis of preparation 
  The Interim Report of the Company for the six months ended 30 June 2018 
  has been prepared in accordance with AIM Rule 18 and not in accordance 
  with IAS34 "Interim Financial Reporting" therefore is not fully in compliance 
  with IFRS. 
 
  The half year report does not constitute financial statements as defined 
  in Section 434 of the Companies Act 2006 and does not include all of 
  the information and disclosures required for full annual statements. 
  It should be read in conjunction with the annual report and financial 
  statements for the year ended 31 December 2017 which is available on 
  request from the Company's registered office, Sandgate House, 102 Quayside, 
  Newcastle upon Tyne NE1 3DX or can be downloaded from the corporate website 
  www.tanfieldgroup.com. 
 
 
  2 Accounting Policies 
  New and amended standards and interpretations effective from 1 January 
  2018, which have been considered by the Directors, are IFRS9 financial 
  instruments and IFRS15 revenue from contracts with customers. Given the 
  operational status of the company, the Directors have concluded that 
  these standards and interpretations have no impact on the interim results. 
  Therefore, the accounting policies adopted are consistent with those 
  of the annual financial statements for the year ended 31 December 2017, 
  as described in those financial statements. In particular, the accounts 
  have been prepared on a going concern basis, and as set out on page 16 
  of those financial statements. 
  3 Loss per share 
 The calculation of the basic and diluted loss per share is based on 
  the following data: 
 Number of shares                                            Six months   Six months       Year to 
                                                           to 30 Jun 18        to 30     31 Dec 17 
                                                                              Jun 17 
                                                                  000's        000's       000's 
-------------------------------------------  -------  -----------------  -----------  ---------- 
 Weighted average number of ordinary shares 
  for the purposes of basic earnings per 
  share                                                         157,727      156,324       156,324 
 Effect of dilutive potential ordinary shares                         -          129           - 
  from share options 
--------------------------------------------------------  -------------  -----------  ---------- 
 Weighted average number of ordinary shares 
  for the purposes of diluted earnings per 
  share                                                         157,727      156,453     156,324 
--------------------------------------------------------  -------------  -----------  ---------- 
 
 Loss                                                        Six months   Six months     Year to 
                                                                               to 30 
                                                           to 30 Jun 18       Jun 17   31 Dec 17 
 From operations                                                  000's        000's       000's 
-------------------------------------------  -------  -----------------  -----------  ---------- 
 Loss for the purposes of basic earnings 
  per share being net profit attributable 
  to owners of the parent                                      (17,277)        (109)       (148) 
 Potential dilutive ordinary shares                                   -            -           - 
  from share options 
----------------------------------------------------      -------------  -----------  ---------- 
 Loss for the purposes of diluted earnings 
  per share                                                    (17,277)        (109)       (148) 
----------------------------------------------------      -------------  -----------  ---------- 
 
 Loss per share from operations 
 Basic and diluted (p)                                           (11.0)        (0.1)       (0.1) 
 
 
 
 
 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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