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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ultimate Sports Group Plc | LSE:USG | London | Ordinary Share | GB00BYV31355 | 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% | 27.50 | 27.00 | 28.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMCTNA
RNS Number : 5138A
Catena Group PLC
30 September 2020
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
30 September 2020
Catena Group PLC
("Catena" or the "Company")
Interim results for the six months ended 30 June 2020
Catena Group plc ("Catena" or the "Company"), the AIM listed asset management company focused on acquiring and growing businesses in high performing industries, is pleased to announce its interim results for the six months ended 30 June 2020.
CHAIRMAN'S STATEMENT AND CHIEF EXECUTIVE'S REVIEW
The six months ended 30 June 2020 has been an extremely challenging one for the Group due to the impact of Covid-19 and the resultant lock down in the UK and closure of schools from March. As a result of these extreme circumstances, we are reporting a total comprehensive loss of GBP272,204 for the six months ended 30 June 2020 (30 June 2019: loss GBP15,258).
Catena's cash balances as at 30 June 2020 were GBP322,916, (30 June 2019: GBP440,233).
The directors are not recommending the payment of a dividend.
PANTHEON LEISURE PLC ("PANTHEON")
Catena holds 85.87% of the issued share capital of Pantheon Leisure Plc which in turn owns 100% of the operating business of the Sport and Leisure division trading as Sport in Schools Ltd also known as The Elms Sport in Schools ("ESS"). Pantheon as a group made a loss of GBP22,021 for the six months ended 30 June 2020 (30 June 2019: profit GBP62,533).
SPORT IN SCHOOLS LIMITED ("SSL")
SSL turnover fell by 52% to GBP449,530 for the six months ended 30 June 2020 (30 June 2019: GBP943,392). The decrease is attributable to school closures in March brought on by the Covid-19 pandemic. As a result, the profit recognised for this period was GBP1,359 compared with GBP113,130 for the same period last year.
As indicated in our Annual Report, the Group has taken aggressive action to reduce costs, claim under the Government job support schemes and raise further funds under the Government backed loan scheme. These actions have enabled the business to resume operations as schools have re-opened in the last several weeks. With the re-opening of schools, revenue is continuing to return to pre-pandemic levels. However, some activities, such as after-school clubs, have been slower to resume and thus revenues continue to be depressed.
The actions taken earlier in the year, as well as the Government's recent extension of the Covid-19 business support programmes will continue to partially mitigate against the loss of revenue and any further curtailment in sports activity in schools or indeed further school closures. We continue to take comfort from the Government's continued strategy of minimising the potential for further primary school closures and the directors anticipate a continued gradual return to profitability.
FUNDRAISE FOR INSIGHT CAPITAL PARTNERS LIMITED INVESTMENT
In early March 2020, the Company raised GBP1 million by way of an equity subscription and issued loan notes to the value of GBP0.5 million to fund its initial investment totalling GBP1.5 million for a 9.09% interest in Insight Capital Partners Limited ("Insight"), a data science and machine learning solutions company.
As reported on 29 September 2020, the Company announced a proposed equity subscription to raise not less than GBP250,000 at 50p per share to provide further working capital headroom to the Company in support of its potential acquisition of Insight. Catena announced on 3 September 2020 that it has begun discussions with the CEO of Insight with respect to Catena potentially acquiring the balance of the issued share capital of Insight. As of the date of this report, the equity subscription had not yet completed but the Board remain confident that the minimum proceeds will be raised and will make further announcement, as appropriate, in due course.
Being a minority investment, Catena's shareholding in Insight is treated as an investment on the Company's balance sheet and is recognised at fair value. At 30 June 2020, the Board considered the fair value of the investment to continue to be GBP1.5 million.
CORPORATE GOVERNANCE CODE
In accordance with the AIM Rules regarding corporate governance our Interim Report and Company website reflect compliance with (and any departures from) the guidance set out in the QCA Corporate Governance Code.
BOARD CHANGES
In the past six months we have undergone a number of changes to the Group board of directors. In March, our long-time Chairman, Richard Owen resigned for personal reasons. In May, we welcomed John Murray, an experienced communications and financial services executive, to the Group board. We expect to make a number of further changes to the board and executive team as we continue the transformation of the business and progress the potential acquisition of Insight.
CORPORATE REORGANISATION
The Company undertook a number of restructuring actions in the last six months to simplify and rationalise the Group structure, continue the transformation of the Group in support of the strategy announced in January 2020 and begin to prepare for the potential acquisition of Insight. Accordingly, we have started the process of having the following non-trading subsidiaries removed from the register at companies House:
-- Reverse Take-Over Investments Limited, -- Westside Acquisitions Limited, -- Footballfanatix Limited, -- Westside Tech Limited, -- Footballdirectory.co.uk, -- Football Partners Limited; and, -- Football Data Services Limited.
PROSPECTS AND INVESTMENT OPPORTUNITIES
As announced on 3 September, Catena and Insight, have begun discussions with respect to Catena potentially acquiring the balance of the issued share capital of Insight not already owned by Catena. In light of these discussions, Insight has also agreed a six-month extension of the exercise period for the option it holds to increase its shareholding in Insight to 30.2 per cent of Insight's fully diluted ordinary share capital (the "Option").
As any potential acquisition of the balance of the issued share capital of Insight by Catena would constitute a reverse takeover under the AIM Rules, Catena requested the suspension of trading of its shares effective 3 September until such time that: it has published an admission document; or any discussions relating to the potential purchase of the balance of the issued share capital of Insight have ceased.
This announcement represents a strong step forward in the execution of the strategy announced earlier this year to refocus Catena toward the enormous opportunities in artificial intelligence and machine learning. Catena looks forward to providing further announcements in due course about its progress on this transaction.
On behalf of the Board I would like to thank the employees and executives of Catena and its subsidiaries for their tireless efforts during the past six months. Whilst the Covid-19 pandemic has created challenges, the continued transformation of the Company is creating exciting opportunities for our future success.
M Farnum- Schneider
Chief Executive and Interim Chairman
30 September 2020
Consolidated statement of comprehensive income for the six months ended 30 June 2020
Hot Features
Premium
Unaudited Unaudited Audited
6 months 6 months Year ended
ended 30 ended 30 31 December
June 2020 June 2019 2019
GBP GBP GBP
Revenues from trading activity 449,530 943,433 1,683,342
Cost of revenues (300,365) (464,540) (818,158)
149,165 478,893 865,114
Administrative expenses (635,221) (494,734) (1,051,971)
Other operating income
Furlough scheme and local
government grants 216,489 - -
Operating loss (269,567) (15,841) (186,857)
Finance income 428 583 1,273
Finance costs (910) - (2,566)
Loss before taxation (270,049) (15,258) (188,150)
Taxation - - -
----------- ----------- -------------
Loss after taxation from continuing
activities (270,049) (15,258) (188,150)
Loss for the period from discontinued
activities (2,155) - (30,058)
Loss after period and total
comprehensive loss (272,204) (15,258) (218,208)
=========== =========== =============
Attributable to:
Owners of the company (269,093) (24,091) (213,197)
Non- controlling interests (3,111) 8,833 (5,011)
---------- ---------- ----------
(272,204) (15,258) (218,208)
========== ========== ==========
Basic and diluted total comprehensive
loss per share (0.008)p (0.0007)p (0.0063p)
========== ========== ==========
Statement of financial position as at 30 June 2020
Unaudited Unaudited Audited
as at 30 as at 30 As at 31
June June December
2020 2019 2019
GBP GBP GBP
Non- current assets
Investments 1,500,000 - -
Goodwill and patents 59,954 59,954 59,954
Property, Plant and equipment 63,910 89,158 72,104
Total non-current assets 1,623,864 149,112 132,058
------------ ------------ ------------
Current assets
Trade and other receivables 70,299 253,100 109,635
Cash and cash equivalents 322,916 440,233 636,779
------------ ------------ ------------
Total current assets 393,215 693,333 746,414
------------ ------------ ------------
Total assets 2,017,079 842,445 878,472
Current liabilities
Trade and other payables 172,997 325,871 267,162
Lease commitments 8,333 - 8,333
------------ ------------ ------------
Total current liabilities 181,330 325,871 275,495
------------ ------------ ------------
Non-current liabilities
Borrowings - loan notes 500,000 -
Leasing commitments 44,770 49,294
------------ ------------ ------------
Total non-current liabilities 544,770 391,079 49,294
------------ ------------ ------------
Total liabilities 726,100 391,079 324,789
NET ASSETS 1,290,979 451,366 553,683
============ ============ ============
Equity
Share capital 2,448,664 2,388,664 2,408,664
Share premium 2,008,031 782,031 1,048,031
Merger reserve 325,584 325,584 325,584
Retained earnings (3,424,315) (2,994,883) (3,164.722)
Equity attributable to owners
of the company 1,357,964 501,396 617,557
Non-controlling interest (66,985) (50,030) (63,874)
Total Equity 1,290,979 451,366 553,683
============ ============ ============
Consolidated statement of changes in equity for the six months ended 30 June 2020
Six months Six months
ended ended Year ended
30 June 30 June 31 December
2020 2019 2019
GBP GBP GBP
Total equity at the beginning
of period/year 553,683 458,300 458,300
Adjustment for the adoption
of IFRS 16 in relation
to leased assets - 2,924 8,591
Issue of shares 1,000,000 - 290,000
Share issue costs - - (4,000)
Share based payments 9,500 5,400 19,000
Loss for the period/year (272,204) (15,258) (218,208)
At end of period/year 1,290,979 451,366 553,683
=========== =========== =============
Consolidated statement of cash flows for the six months ended 30 June 2020
Six months Six months Year ended
ended ended 31 December
30 June 2020 30 June 2019 2019
GBP GBP GBP
Cash flow from all activities:
Continued activities (270,049) (15,258) (188.150)
Discontinued activities (2.155) - (30,058)
-------------- -------------- -------------
(272,204) (15,258) (218,208)
Adjustments for:
Depreciation and amortisation 8,710 4,105 18,764
Finance income (428) (583) (1,273)
Finance costs 910 - 2,566
Share based payments 9,500 5,400 19,000
Operating cash flow before working
capital movements (253,512) (6,336) (179,151)
Decrease/(increase) in receivables 39,336 (163,340) (19,875)
(Decrease)/increase in payables (94,165) 75,092 27,251
Net cash absorbed by operations (308,341) (94,584) (171,775)
-------------- --------------
Cash flow from Investing activities
Investments (1,500,000)
Property, plant and equipment acquired (516) (1,095) (3,180)
Finance income 428 583 1.273
Net cash used in investing activities (1,500,088) (512) (1,907)
-------------- -------------- -------------
Financing activities
Proceeds from share issues 1,000,000 - 286,000
Loan notes 500,000 - -
Finance costs (910) - (2,566)
Repayment of leased liabilities
and borrowings (4,524) - (8,302)
Net cash from financing activities 1,494,566 - 275,132
-------------- -------------- -------------
Net (decrease)/increase in cash
and cash equivalents (313,863) (95,096) 101,450
Cash and cash equivalents and bank
overdraft at the beginning of the
period/year 636,779 535,329 535,329
Cash and cash equivalents at the
end of the period/year 322,916 440,233 636.779
============== ============== =============
Notes to the financial statements for the six months ended 30 June 2020
1. General information
Catena Group plc (the "Company") is a company domiciled in England and its registered office address is 30 City Road, London EC1Y 2AB. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2020 comprise the Company and its subsidiaries (together referred to as the "Group").
The condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.
The financial information for the year ended 31 December 2019 has been extracted from the statutory accounts. The auditors' report on those statutory accounts was unqualified and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006. A copy of those accounts has been filed with the Registrar of Companies.
The Group has presented its results in accordance with the measurement principles set out in International Financial Reporting Standards as adopted by the EU ("IFRS") using the same accounting policies and methods of computation as were used in the annual financial statements for the year ended 31 December 2019 with exception of the application of new accounting standards. As permitted, the interim report has been prepared in accordance with the AIM rules for companies but is not compliant in all respects with IAS34 'Interim Financial Statements'.
The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and therefore cannot be construed to be in full compliance with IFRS.
The condensed consolidated interim financial statements were approved by the board and authorised for issue on 30 September 2019.
2. Going concern and the Impact of the Covid-19 pandemic
As indicated in our 2019 Annual Report, the school closures resulting from the Covid-19 pandemic have negatively impacted revenues and has meant that the Group is unlikely to generate sufficient turnover in 2020 to deliver an operating profit from its main trading activity, Sport in Schools Limited. Prior to the pandemic, forecast levels of turnover for 2020 were expected to result in increased profits in the current year.
The Group took aggressive action earlier in the year to mitigate the financial impact of the pandemic by utilising the Government's Covid-19 financial assistance schemes. Since the Group released its Annual Report, schools have re-opened and we have been pleased with the resumption of more normal trading as a result. Some activities, such as after-school clubs, have been slow to resume, thus preventing a full return to budgeted revenue levels. However, the Group continues to take full advantage of the Government's, now extended, Covid-19 business support schemes and is benefiting from the actions taken earlier in the year to protect the business against further school disruptions or closures.
Based on forecasts prepared, the directors have a reasonable expectation that the Group has adequate resources available to continue in operational existence for the foreseeable future and has continued to adopt the going concern basis in preparing the financial statements. However, the ongoing impacts of the global pandemic continue to evolve and it is difficult for the directors to predict with certainty whether there will be further restrictions on the way in which schools operate and in particular their approach to provision of sports coaching in schools.
As reported on 29 September 2020, the Company announced a proposed equity subscription to raise not less than GBP250,000 at 50p per share to provide further working capital headroom to the Company in support of its potential acquisition of Insight. As of the date of this report, the equity subscription had not yet completed but the Board remain confident that the minimum proceeds will be raised and will make further announcement, as appropriate, in due course.
This fundraise will provide additional support to the Group in the event of any further negative impact on future revenues and profits as a result of the pandemic and further underpin the directors' confidence in the financial stability of the Company.
3. Basic and diluted loss per share
Comprehensive loss per share for the six months period ended 30 June 2020 has been calculated on the comprehensive loss attributable to owners of the company of GBP269,093 and on the weighted average number of shares in issue during the period of 35,857,530.
Comprehensive loss per share for the six months period ended 30 June 2019 has been calculated on the comprehensive loss attributable to owners of the company of GBP24,091 and on the weighted average number of shares in issue during the period of 33,561,639.
Comprehensive loss per share for the year ended 31 December 2019 has been calculated on the comprehensive loss attributable to owners of the company of GBP213,197 and on the weighted average number of shares in issue during the year of 34,438,352.
For the six month period ended 30 June 2020, six month period ended 30 June 2019 and for the year ended 31 December 2019, share options and warrants to subscribe for shares in the company are anti-dilutive and therefore diluted earnings per share information is the same as the basic loss per share.
4. Segment analysis
Six months ended 30 June
2020
Sports and Social
leisure media website
continuing discontinued
activity activity Consolidated
Results from operations GBP GBP GBP
Revenue 449.530 - 449,530
============ =============== =============
Segment operating profit/(loss) 1,359 (2,155) (796)
============ ===============
Group operating expenses (270,926)
-------------
Operating loss (271,722)
Finance costs (910)
Finance income 428
-------------
Loss before tax from all
activities (272,204)
Taxation -
-------------
Operating loss after tax (272,204)
=============
Six months ended 30 June
2019
Sports and Social
leisure media website
continuing discontinued
activity activity Consolidated
Results from operations GBP GBP GBP
Revenue 943,392 41 943,433
============ =============== =============
Segment operating profit/(loss) 113,130 (12,493) 100,637
============ ===============
Group operating expenses (116,478)
-------------
Operating loss (15,841)
Finance costs -
Finance income 583
-------------
Loss before tax on all
activities (15,258)
Taxation -
Operating loss after tax (15,258)
=============
Year Ended 31 December
2019
Sports and Social
leisure media website
continuing discontinued
activity activity Consolidated
Results from operations GBP GBP GBP
Revenue 1,683,272 71 1,683,343
============ =============== =============
Segment operating profit/(loss) 20,215 (30,058) (9,843)
============ ===============
Group operating expenses (207,072)
Operating loss (216,915)
Finance revenues 1,273
Finance costs (2,566)
Loss before tax from all
activities (218,208)
=============
* ENDS *
This announcement has been released by Matthew Farnum-Schneider, Chief Executive, on behalf of Catena.
For further information, please visit www.catenagroup.co.uk or contact:
Catena Group PLC Matthew Farnum-Schneider +44 (0)20 3744 0900 Zeus Capital Limited (Nominated Adviser & Broker) David Foreman / Daniel Harris / Benjamin Robertson +44 (0) 203 829 5000 Newgate (Financial PR) +44 (0) 7540 106 366 Giles Croot / Robin Tozer catena@newgatecomms.com
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END
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