TIDMDBAY

RNS Number : 3311B

Douglasbay Capital PLC

16 April 2012

16 April 2012

DouglasBay Capital plc

("DouglasBay", "the Group" or "the Company")

Audited Final Results for the year to 31 December 2011

DouglasBay Capital plc (AIM: DBAY), the value investor in quoted and unquoted small to medium size businesses, today announces final results for the year to 31 December 2011.

Key Events

-- Completion of the sale of TDG in March 2011 (announced in November 2010) for net cash proceeds of GBP203.6m, generating an Internal Rate of Return of over 30% on the initial investment

   --      GBP197.5m returned to shareholders via a tender offer in May 2011 
   --      Further property sales in the year for combined sale proceeds of GBP25.3m 

-- In-depth assessment of new investment opportunities on-going. Minority investments totalled GBP4.3m at 31 December 2011 (2010: GBP2.4m)

-- Net Asset Value of GBP21.9m at 31 December 2011, with net cash resources of GBP15.8m and all borrowings repaid following the sale of TDG

The Company's shares were suspended from trading on the AIM Exchange with effect from the 29 March 2012, as the Company had not substantially reinvested its available capital resources within 12 months of the disposal of its major asset, TDG, in line with Rule 15 of the AIM Rules for Companies. The Company reiterates its intention to substantially reinvest its capital and in the event that it does so, the suspension will be lifted. In the event that a substantial reinvestment of capital does not occur within six months of the suspension date, then the Company's shares will be cancelled from AIM. Should the Company believe that it will not be able to satisfy its investing policy within this six month timeframe, it will engage in a dialogue with shareholders over the most efficient approach of returning capital.

For further information please visit www.douglasbaycap.com or contact:

 
 DouglasBay Capital plc          Peel Hunt LLP (Nominated Adviser 
                                  & Broker) 
 Alex Paiusco, Chief Executive   Guy Wiehahn 
  Mike Haxby, Chief Financial 
  Officer 
 Tel: 01624 690900               Tel: 020 7418 8893 
 

Chairman's Statement

The completion of the disposal of our first major investment, the logistics company TDG, in March 2011 was the key event of the financial year. The sale to Norbert Dentressangle represented the culmination of two and a half years of significant management effort in restructuring, repositioning and developing the business. During that period, TDG became one of the best performing companies in its sector.

Having successfully realised value from our largest investment, we returned GBP197.5m to our shareholders by way of a tender offer in May 2011, which left DouglasBay with cash resources of GBP15.1m at 30 June 2011 and a total net asset value of GBP24.6m. We increased our cash reserves further still in the third quarter of the year with the sales of two freehold properties, producing additional net proceeds of GBP5.4m.

In our last annual report, our Chief Executive Officer, Alex Paiusco outlined our investment approach in some detail, and the DouglasBay management team have been pursuing suitable opportunities that meet our value investing criteria. The second half of 2011 provided a challenging backdrop for investors amidst concerns for the stability of the Eurozone, with the major European exchanges losing up to 20% in value over the period. During this period we selectively redeployed a portion of our available cash resources and at 31 December 2011 the value of our minority investments totalled GBP4.3m (2010: GBP2.4m)

As value investors we remain committed to investing only in opportunities which will generate attractive long-term returns for our shareholders. A consequence of our selective and cautious approach to redeploying our available cash has been the suspension of our shares from trading on the AIM Exchange from 29 March 2012 in accordance with Rule 15 for Investing Companies. As we announced in February, our intention to redeploy our available capital is clear, and provided we do so prior to 29 September 2012, the suspension will be lifted.

Looking forward, we continue to work hard in pursuing opportunities where we believe our differentiated approach can generate attractive returns for our investors. We have already begun the process of reinvesting our cash proceeds in the second half of 2011, and the prevailing, uncertain market conditions, provide us with a number of opportunities, which we are currently reviewing.

It remains for me to thank all our Group colleagues for their commitment and hard work and you, our shareholders, for your continued support.

David Panter

Non-executive Chairman,

11 April 2012

CEO's & CFO's financial and investment review

2011 Overview

This report covers the 12 month period to 31 December 2011. The main events in the year were the completion of the sale of our main investment, TDG, in March 2011 for net cash proceeds of GBP203.6m post transaction costs, and the subsequent return of GBP197.5m in cash to shareholders via a tender offer in May 2011.

Following the completion of the tender offer in May, we reported a net asset value of GBP24.6m in our Interim Report as of 30 June 2011, with cash resources of GBP15.1m. We increased our cash reserves during the third quarter of the year with two further property sales for combined proceeds of GBP5.4m, whilst selectively deploying a portion of our available capital in minority investments in listed companies in line with our investing policy.

At 31 December 2011, the Group's Net Asset Value stood at GBP21.9m, reflecting the impairment of an unlisted minority investment and comprising cash resources of GBP15.8m, freehold property of GBP1.8m, and minority investments of GBP4.3m.

TDG

The sale of TDG, which completed on 28 March 2011, secured an annual rate of return of more than 30% on our initial investment during an ownership period of less than two and a half years. This return was achieved through operational improvements and by repositioning the business, creating platforms for growth. Our last annual report comments in more detail on our achievements with this investment.

For the financial year 2011, the TDG first quarter trading results are shown under discontinued operations. Any comparison with the prior year is limited given the short period of ownership during this financial year. During that period, the business produced an underlying operating profit of GBP3.0m on revenues of GBP170.6m.

All external borrowings were repaid following the sale of TDG leaving the Group in a net cash position.

DouglasBay Property Group (DBPG)

During the financial year, the Group sold four properties for combined sale proceeds of GBP25.3m, leaving one remaining freehold property which is being marketed for sale. This property is held for sale in the balance sheet at a market value of GBP1.8m.

The rental and management fee income generated by DBPG during the financial year is reported under discontinued operations together with associated costs.

Investment update

In our last annual report, we outlined our investment approach and philosophy in some detail and this remains unchanged. We will only invest in opportunities where we believe we can generate attractive long term returns for our shareholders. This approach has served us well, with the return of capital by tender offer in May 2011 at 16.35p representing capital growth of over 60% since our shares listed on the AIM Exchange at 10p in October 2008. During the same period of time the FTSE All-Share Index grew by only 22% in value.

The second half of the year provided a challenging backdrop for investors as the sovereign debt crisis deepened and fears over the stability of the Eurozone increased. The FTSE All-Share Index fell in value by 8.4% over this period (having fallen by 14.9% in the third quarter of the year alone), and the Paris CAC40 and the German Dax both fell by c.20%. Amongst the uncertainty, we selectively redeployed a portion of our available capital, and at 31 December 2011 the value of our minority investments stood at GBP4.3m (2010: GBP2.4m). This year end value consists almost entirely of positions in listed companies, having sold our last tea plantation stake in June 2011 for GBP0.8m and having impaired our investment in the US social media start-up to zero. With regard to the latter, the company we invested in was unable to raise additional funding required for the project and hence DouglasBay has ended its involvement.

Suspension from AIM

Our shares were suspended from trading on the AIM Exchange on 29 March 2012, as we announced would be likely back in February. Under Rule 15 of the AIM rules for investing companies, if a company has not sufficiently redeployed its available capital within 12 months from the disposal of a substantial asset, in our case TDG, the shares are suspended for a period of up to six months, until the cash resources are redeployed.

As we announced, our intention is to redeploy our available cash resources as soon as practicable and within six months of the commencement of the suspension. We are reviewing a number of attractive opportunities and we will update shareholders with any significant developments. However, in the event that we are unable to substantially reinvest our capital by 29 September 2012, our shares will be cancelled from trading on AIM. If we believe that we will not satisfy our investing policy within this timeframe, we will engage in a dialogue with shareholders on how to return capital in the most efficient way.

Outlook

The successful conclusion of the TDG sale in 2011 and the returns produced for shareholders gives us confidence in the application of our investment philosophy and approach moving forward. We are in a net cash position and the process with regard to searching for such opportunities is well developed and gathered pace during the second half of 2011. The correction in European share prices over this period and the prevailing uncertain market conditions provides us with an environment in which we believe we can apply our fundamentally driven value investing approach successfully, and where we can create strong shareholder value in the medium to long term.

Alex Paiusco

Chief Executive Officer

Mike Haxby

Chief Financial Officer

11 April 2012

Consolidated Income Statement

For the Year ended 31 December 2011

 
                                                                                                        Continuing     Discontinued                    Continuing    Discontinued 
                                                                                                        operations      operations*        Total       operations     operations*       Total 
                                                                                                              2011             2011         2011             2010            2010        2010 
                                                                                          Notes               GBPm             GBPm         GBPm             GBPm            GBPm        GBPm 
 
 Revenue                                                                 3                                       -            170.9        170.9              0.1           678.2       678.3 
 Operating expenses                                                                                          (9.1)          (167.0)      (176.1)            (2.6)         (650.0)     (652.6) 
                                                                                                   ---------------  ---------------  -----------  ---------------  --------------  ---------- 
 
 Underlying operating 
  (loss)/profit                                                          4                                   (9.1)              3.9        (5.2)            (2.5)            28.2        25.7 
 Amortisation of 
  acquisition intangibles                                                5                                       -            (0.7)        (0.7)                -           (3.0)       (3.0) 
 Rationalisation 
  costs                                                                  5                                       -            (0.3)        (0.3)                -           (2.1)       (2.1) 
 Corporate activity 
  & associated costs                                                     5                                       -                -            -                -           (0.4)       (0.4) 
 Profit/(loss) on 
  sale of subsidiaries                                                   5                                    95.0                -         95.0            (1.9)           (0.1)       (2.0) 
 Impairment                                                              5                                       -            (1.8)        (1.8)                -           (2.7)       (2.7) 
 Gain on sale of 
  properties                                                             5                                       -              6.6          6.6                -             3.2         3.2 
 Site exit costs                                                         5                                       -                -            -                -           (1.5)       (1.5) 
 Dilapidations & 
  onerous leases                                                         5                                       -            (2.8)        (2.8)                -             1.2         1.2 
 Operating profit/(loss)                                                                                      85.9              4.9         90.8            (4.4)            22.8        18.4 
 
 Finance costs                                                           6                                       -            (1.4)        (1.4)            (0.1)           (7.0)       (7.1) 
 Finance income                                                          7                                     0.1                -          0.1              0.3               -         0.3 
 
 Profit/(loss) before 
  tax                                                                                                         86.0              3.5         89.5            (4.2)            15.8        11.6 
 
 Income tax (expense)/income                                             8                                       -            (0.1)        (0.1)                -             3.5         3.5 
 
 Profit/(loss) for 
  the year                                                                                                    86.0              3.4         89.4            (4.2)            19.3        15.1 
                                                                                                   ---------------  ---------------  -----------  ---------------  --------------  ---------- 
 
 
 Attributable to: 
 Profit/(Loss) attributable 
  to equity holders 
 of the parent                                                                                                86.2              3.4         89.6            (4.2)            19.0        14.8 
 Profit attributable 
  to non-controlling 
  interests                                                                                                  (0.2)                -        (0.2)                -             0.3         0.3 
 
                                                                                                              86.0              3.4         89.4            (4.2)            19.3        15.1 
                                                                                                   ---------------  ---------------  -----------  ---------------  --------------  ---------- 
 
 
 Earnings (pence) 
  per share 
 Basic & fully diluted 
  earnings/(loss) 
  per share                                                               9                                 14.96p            0.59p       15.55p          (0.32p)           1.43p       1.11p 
                                                                                                   ---------------  ---------------  -----------  ---------------  --------------  ---------- 
 
 

* Detailed information related to the Laxey Logistics Group and Property Group discontinued operations is disclosed in notes 3 and 13.

Consolidated statement of comprehensive income

For the Year ended 31 December 2011

 
                                                      2011       2010 
                                                      GBPm       GBPm 
 
 Profit for the year                                  89.4       15.1 
 
 Other comprehensive income 
 Currency translation adjustments                    (1.9)      (0.1) 
 Actuarial loss on defined benefit schemes               -     (27.4) 
 Income tax income on other comprehensive income         -        7.7 
 
 Other comprehensive loss for the year, net 
  of income tax                                      (1.9)     (19.8) 
                                                   -------  --------- 
 
 Total comprehensive income/(loss) for the year       87.5      (4.7) 
                                                   -------  --------- 
 Attributable to: 
 Equity holders of the parent                         87.7      (5.0) 
 Non-controlling interest                            (0.2)        0.3 
                                                   -------  --------- 
 
                                                      87.5      (4.7) 
                                                   -------  --------- 
 

Consolidated statement of changes in equity

For the Year ended 31 December 2011

 
                                      Attributable to equity holders 
                                               of the parent 
 
                          Issued                    Hedging                                    Non- 
                                                        and 
                           share        Share   translation     Retained                controlling      Total 
                         capital      premium       reserve     earnings        Total      interest     Equity 
                            GBPm         GBPm          GBPm         GBPm         GBPm          GBPm       GBPm 
 
 Balance at 1 
  January 
  2011                      64.5         63.5           0.2        (6.1)        122.1           0.7      122.8 
                     -----------  -----------  ------------  -----------  -----------  ------------  --------- 
 Total other 
  comprehensive 
  loss for the year            -            -         (1.9)            -        (1.9)             -      (1.9) 
                     -----------  -----------  ------------  -----------  -----------  ------------  --------- 
 
 Profit/(loss) for 
  the period                   -            -             -         89.6         89.6         (0.2)       89.4 
 
 Total 
  comprehensive 
  income/(loss)                -            -         (1.9)         89.6         87.7         (0.2)       87.5 
                     -----------  -----------  ------------  -----------  -----------  ------------  --------- 
 
 Issue of shares             4.3          4.3             -            -          8.6             -        8.6 
 Purchase of own 
  shares                  (60.4)       (67.8)             -       (69.3)   (197.5)                -    (197.5) 
 Change in 
  non-controlling 
  interest                     -            -             -            -            -           0.2        0.2 
 Disposal of 
  subsidiaries                 -            -           1.7        (0.7)          1.0         (0.4)        0.6 
 Equity dividends              -            -             -            -            -         (0.3)      (0.3) 
 
 Balance at 31 
  December 
  2011                       8.4            -             -         13.5         21.9             -       21.9 
                     -----------  -----------  ------------  -----------  -----------  ------------  --------- 
 
 
 
                                      Attributable to equity holders 
                                               of the parent 
 
                          Issued                    Hedging                                    Non- 
                                                        and 
                           share        Share   Translation     Retained                controlling      Total 
                         capital      premium       Reserve     earnings        Total      interest     Equity 
                            GBPm         GBPm          GBPm         GBPm         GBPm          GBPm       GBPm 
 
 Balance at 1 
  January 
  2010                      66.9         66.9           0.3        (1.2)        132.9           0.6      133.5 
                     -----------  -----------  ------------  -----------  -----------  ------------  --------- 
 
 Currency 
  translation 
  differences                  -            -         (0.1)            -        (0.1)             -      (0.1) 
 
 Actuarial loss on 
  defined benefit 
  scheme                       -            -             -       (27.4)       (27.4)             -     (27.4) 
 
 Tax on items 
  recognised 
  in other 
  comprehensive 
  income                       -            -             -          7.7          7.7             -        7.7 
 
 Other 
  comprehensive 
  loss for the year            -            -         (0.1)       (19.7)       (19.8)             -     (19.8) 
                     -----------  -----------  ------------  -----------  -----------  ------------  --------- 
 
 Profit for the 
  period                       -            -             -         14.8         14.8           0.3       15.1 
                     -----------  -----------  ------------  -----------  -----------  ------------  --------- 
 Total 
  comprehensive 
  income / (loss)              -            -         (0.1)        (4.9)        (5.0)           0.3      (4.7) 
                     -----------  -----------  ------------  -----------  -----------  ------------  --------- 
 Purchase of own 
  shares                   (2.4)        (3.4)             -            -        (5.8)             -      (5.8) 
 Equity dividends              -            -             -            -            -         (0.2)      (0.2) 
 
 Balance at 31 
  December 
  2010                      64.5         63.5           0.2        (6.1)        122.1           0.7      122.8 
                     -----------  -----------  ------------  -----------  -----------  ------------  --------- 
 

Consolidated statement of financial position

As at 31 December 2011

 
                                                 2011       2010 
                                     Notes       GBPm       GBPm 
 
 Assets 
 Non current assets 
 Property, plant and equipment        10            -        5.3 
 Investments                          14          4.3        2.4 
                                            ---------  --------- 
                                                  4.3        7.7 
 Current assets 
 Held-for-sale assets                 13          1.8      321.7 
 Trade and other receivables                      0.3        3.2 
 Cash and cash equivalents            12         15.8        1.6 
 
                                                 17.9      326.5 
                                            ---------  --------- 
 
 Total assets                                    22.2      334.2 
 
 Non-current liabilities 
 Interest bearing borrowings          11            -       14.3 
                                            ---------  --------- 
                                                    -     (14.3) 
 Current liabilities 
 Interest bearing borrowings          11            -        2.1 
 Trade and other payables                         0.3        3.0 
 Held-for-sale liabilities            13            -      192.0 
 
                                                (0.3)    (197.1) 
 
 Total liabilities                              (0.3)    (211.4) 
 
 Net assets                                      21.9      122.8 
                                            ---------  --------- 
 
 Equity 
 Issued capital and reserves 
 Issued share capital                             8.4       64.5 
 Share premium                                      -       63.5 
 Hedging & translation reserve                      -        0.2 
 Retained profit/(loss)                          13.5      (6.1) 
                                            ---------  --------- 
 
 Equity attributable to owners of 
  the Company                                    21.9      122.1 
 Non-controlling interests                          -        0.7 
 
 Total equity                                    21.9      122.8 
                                            ---------  --------- 
 

Consolidated statement of cash flows

For the Year ended 31 December 2011

 
                                                          2011       2010 
                                              Notes       GBPm       GBPm 
 
 Cash flows from operating activities                     13.3       22.4 
 
 Cash flows used in other operating 
  activities 
 Interest paid                                           (1.5)      (8.5) 
 Income taxes paid                                           -      (1.8) 
 
 Cash flows used in other operating 
  activities                                             (1.5)     (10.3) 
                                                     ---------  --------- 
 
 Cash flows from investing activities 
 Payments to acquire property, plant 
  and equipment                                          (1.6)      (6.4) 
 Payments to acquire subsidiaries 
  (including deferred consideration)                         -      (0.1) 
 Receipts from sale of property, plant 
  and equipment                                           25.3       47.7 
 Receipts from sale of subsidiaries                      203.6          - 
  (net of costs) 
 Receipts from sale of investments 
  (net of costs)                                           0.8        2.5 
 Payments to acquire investments                         (5.2)      (0.4) 
 Interest received                                         0.1        0.4 
 
 Cash flows from investing activities                    223.0       43.7 
                                                     ---------  --------- 
 
 Cash flows from financing activities 
 Payments to purchase own shares                       (197.5)      (5.7) 
 Repayment of secured borrowings                        (41.6)     (35.7) 
 Repayment of loan to ultimate controlling 
  party                                                      -      (5.1) 
 Repayment of term unsecured borrowings                      -      (5.2) 
 Repayment of loan from associate 
  company                                                    -        0.1 
 Dividends paid to minority interests                    (0.3)      (0.2) 
 
 Cash flows used in financing activities               (239.4)     (51.8) 
                                                     ---------  --------- 
 
 Net (decrease) / increase in cash 
  and cash equivalents                                   (4.6)        4.0 
 Cash and cash equivalents as at 1 
  January                                                 20.2       16.4 
 Effect of exchange rate changes                           0.2      (0.2) 
 
 Cash and cash equivalents as at 31 
  December                                     12         15.8       20.2 
                                                     ---------  --------- 
 
 Reconciliation of net debt 
 Net (decrease) / increase in cash 
  and cash equivalents                                   (4.6)        4.0 
 Decrease in debt                                         56.7       45.6 
                                                     ---------  --------- 
 
 Change in net debt from cash flows                       52.1       49.6 
 
 Effect of exchange rate changes                           0.2        0.6 
                                                     ---------  --------- 
 
 Decrease in net debt during the period                   52.3       50.2 
 
 Net debt at start as at 1 January                      (36.5)     (86.7) 
 
 Net cash/(debt) as at 31 December             11         15.8     (36.5) 
                                                     ---------  --------- 
 

Consolidated statement of cash flows (continued)

For the Year ended 31 December 2011

Reconciliation of net profit from operations to net cash from operating activities

 
                                                        2011       2010 
                                                        GBPm       GBPm 
 
 Cash flows from operating activities 
 Net profit                                             89.4       15.1 
 
 Adjustments to reconcile to profit from 
  operations 
 Net interest expense                                    1.3        6.8 
 Income tax expense / (income)                           0.1      (3.5) 
 
 Adjustments to reconcile profit from operations         1.4        3.3 
                                                   ---------  --------- 
 
 Non-cash adjustments 
 Depreciation of property, plant and equipment           2.3       10.7 
 Amortisation of acquisition & other intangible 
  assets                                                 1.3        5.5 
 Impairment of property                                  0.5        2.3 
 Impairment of plant and equipment                         -        0.5 
 Impairment of other current and non-current 
  assets                                                 1.3        0.2 
 (Profit)/loss on sale of subsidiaries                (95.0)        2.0 
 Profit on the sale of investments                         -      (1.2) 
 Loss/(gain) arising on the revaluation 
  of listed and unlisted investments                     1.0      (0.6) 
 Unrealised gains/(losses) on foreign currency         (0.1)          - 
  exchange 
 Gain on sale of property, plant and equipment         (6.6)      (3.1) 
 Pension IAS 19 charge                                     -      (5.8) 
 Release of investment grants                              -      (0.5) 
 
 Non-cash adjustments                                 (95.3)       10.0 
                                                   ---------  --------- 
 
 
 Decrease in working capital 
 Increase in inventories                               (0.1)      (0.1) 
 Increase in trade and other receivables              (12.0)     (11.2) 
 Increase in trade and other payables                   31.1        9.0 
 
 Decrease/(increase) in working capital                 19.0      (2.3) 
                                                   ---------  --------- 
 
 Pension deficit funding additional employer 
  contributions                                        (1.2)      (3.7) 
 
 Cash flows from operating activities                   13.3       22.4 
                                                   ---------  --------- 
 

Notes

   1.   Basis of preparation 

The preliminary announcement for the full year ended 31 December 2011 has been prepared on the going concern basis and in accordance with International Financial Reporting Standards (IFRS and IAS) as adopted by the European Union (EU) and IFRIC interpretations issued and effective, or issued and early adopted.

The following new and amended standards became effective in the period which had an impact on these full year financial statements: IAS 24 Related Party Disclosures, Amendments to IAS 32 Classification of Rights Issues and IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments. The adoption of these amendments, which are effective from 1 January 2011, did not have any material impact on the reporting of the financial position or performance of the Group

The information set out in this preliminary statement does not constitute statutory accounts within the meaning of Section 80 of the Isle of Man Companies Act 2006. The auditors' reports on the statutory accounts for both the period ended 31 December 2010 and the year ended 31 December 2011 were unqualified. The information presented in this preliminary announcement for the year ended 31 December 2011 is extracted from, and is consistent with, that in the Group's audited financial statements for the year ended 31 December 2011.

The financial information in this announcement has been prepared on the basis of the accounting policies set out in the last published set of annual financial statements. There have been no material changes to the accounting policies since the prior period.

These consolidated financial statements have been prepared under historical cost convention, except for the revaluation of land and buildings to fair value at the date of transition (which is treated as deemed cost under IFRS) and the measurement of certain balances at fair value.

The terms "underlying profit" and "exceptional item" are not defined terms under IFRS and may not be comparable with similarly titled profit measures reported by other companies. Underlying operating profit is not intended to be a substitute for, or superior to, GAAP measurements of profit. The term "underlying" refers to the relevant measure being reported excluding exceptional items, and amortisation of acquisition intangibles. Exceptional items are items which are both material and non-recurring and are presented as exceptional items within their relevant consolidated income statement category. The separate reporting of exceptional items helps provide a better indication of the Group's underlying business performance. Events which may give rise to the classification of items as exceptional include the restructuring of the business, the integration of new businesses, gains or losses on the disposal of businesses and asset impairments and corporate costs.

The announcement was approved by the board of directors on 11 April 2012.

   2.   Currency translation 

All amounts denominated in overseas currencies for the consolidated income statement have been translated into sterling at the appropriate average rates for the period. Period end rates have been used to translate all overseas amounts included in the consolidated statement of financial position.

   3.   Segmental analysis 

Primary segments - business activities

Year ended 31 December 2011

 
                              Continuing operations                            Discontinued operations 
 
                                               Eliminat-                                        Eliminat- 
                                     Central        ions                              Central        ions 
                                                       &                                                & 
                          Property   manage-     adjust-                   Property   manage-     adjust- 
                   TLIT      Group      ment      ments*   Total     TDG      Group      ment      ments*    Total    TOTAL 
                   GBPm       GBPm      GBPm        GBPm    GBPm    GBPm       GBPm      GBPm        GBPm     GBPm     GBPm 
 Revenue 
 Gross sales          -          -       1.9       (1.9)       -   170.6        1.0         -       (0.7)    170.9    170.9 
                 ------  ---------  --------  ----------  ------  ------  ---------  --------  ----------  -------  ------- 
 Results 
 Underlying 
  operating 
 profit/(loss)    (0.6)          -     (7.3)       (1.2)   (9.1)     3.0          -         -         0.9      3.9    (5.2) 
 Net 
 exceptional 
 income/ 
 (expense)            -          -      95.0           -    95.0   (3.1)        7.8     (1.3)       (2.4)      1.0     96.0 
                 ------  ---------  --------  ----------  ------  ------  ---------  --------  ----------  -------  ------- 
 
 Operating 
  profit/(loss)   (0.6)          -      87.7       (1.2)    85.9   (0.1)        7.8     (1.3)       (1.5)      4.9     90.8 
 Net finance 
  income/(cost)       -          -       5.8       (5.7)     0.1     0.2      (0.2)     (7.1)         5.7    (1.4)    (1.3) 
                 ------  ---------  --------  ----------  ------  ------  ---------  --------  ----------  -------  ------- 
                  (0.6)          -      93.5       (6.9)    86.0     0.1        7.6     (8.4)         4.2      3.5     89.5 
 
 Income tax 
 expense              -          -         -           -       -       -      (0.1)         -           -    (0.1)    (0.1) 
 
 Profit/(loss) 
  for year        (0.6)          -      93.5       (6.9)    86.0     0.1        7.5     (8.4)         4.2      3.4     89.4 
                 ------  ---------  --------  ----------  ------  ------  ---------  --------  ----------  -------  ------- 
 
 Assets & 
 liabilities 
 Segment assets     5.8          -      13.6           -    19.4       -        2.6         -         0.2      2.8     22.2 
                 ------  ---------  --------  ----------  ------  ------  ---------  --------  ----------  -------  ------- 
 Segment 
  liabilities         -          -       0.1           -     0.1       -      (0.1)         -         0.3      0.2      0.3 
                 ------  ---------  --------  ----------  ------  ------  ---------  --------  ----------  -------  ------- 
 
 Other Segment 
 information 
 Depreciation 
  and 
 amortisation         -          -         -           -       -     2.8          -         -         0.8      3.6      3.6 
                 ------  ---------  --------  ----------  ------  ------  ---------  --------  ----------  -------  ------- 
 

* Eliminations include all the adjustments arising on consolidation of the four individual segments TDG, TLIT, Property Group and Central management for statutory reporting.

   3.   Segmental analysis (continued) 

Primary segments - business activities

Year ended 31 December 2010

 
                                 Continuing operations                           Discontinued operations 
 
                                                 Eliminat-                                         Eliminat- 
                                       Central        ions                               Central        ions 
                                                         &                                                 & 
                            Property   manage-     adjust-                    Property   manage-     adjust- 
                     TLIT      Group      ment      ments*   Total      TDG      Group      ment      ments*    Total    TOTAL 
                     GBPm       GBPm      GBPm        GBPm    GBPm     GBPm       GBPm      GBPm        GBPm     GBPm     GBPm 
 Revenue 
 Gross sales          0.1        0.7       3.9       (4.6)     0.1    678.2        1.9         -       (1.9)    678.2    678.3 
                    -----  ---------  --------  ----------  ------  -------  ---------  --------  ----------  -------  ------- 
 Results 
 Underlying 
  operating 
 profit/(loss)          -        0.2       1.0       (3.7)   (2.5)     24.2        1.3     (0.1)         2.8     28.2     25.7 
 Net exceptional 
  income/ 
 (expense)              -          -     (2.0)         0.1   (1.9)      2.7        1.2         -       (9.3)    (5.4)    (7.3) 
                    -----  ---------  --------  ----------  ------  -------  ---------  --------  ----------  -------  ------- 
 
 Operating 
  profit/(loss)         -        0.2     (1.0)       (3.6)   (4.4)     26.9        2.5     (0.1)       (6.5)     22.8     18.4 
 Net finance 
  income/(cost)       0.2      (0.1)      22.4      (22.3)     0.2    (0.6)      (0.9)    (27.8)        22.3    (7.0)    (6.8) 
                    -----  ---------  --------  ----------  ------  -------  ---------  --------  ----------  -------  ------- 
                      0.2        0.1      21.4      (25.9)   (4.2)     26.3        1.6    (27.9)        15.8     15.8     11.6 
 
 Income tax 
  income/(expense)      -          -         -           -       -      3.7          -     (0.2)           -      3.5      3.5 
 
 Profit/(loss) 
  for year            0.2        0.1      21.4      (25.9)   (4.2)     30.0        1.6    (28.1)        15.8     19.3     15.1 
                    -----  ---------  --------  ----------  ------  -------  ---------  --------  ----------  -------  ------- 
 
 Assets & 
 liabilities 
 Segment assets       6.4        9.5     167.3     (174.8)     8.4    392.6       20.2     219.8     (306.8)    325.8    334.2 
                    -----  ---------  --------  ----------  ------  -------  ---------  --------  ----------  -------  ------- 
 Segment 
  liabilities           -       28.1         -      (23.9)     4.2    192.0          -     282.8     (267.6)    207.2    211.4 
                    -----  ---------  --------  ----------  ------  -------  ---------  --------  ----------  -------  ------- 
 
 Other Segment 
 information 
 Depreciation 
  and 
 amortisation           -          -         -         0.2     0.2     13.0          -       3.1           -     16.1     16.3 
                    -----  ---------  --------  ----------  ------  -------  ---------  --------  ----------  -------  ------- 
 

* Eliminations include all the adjustments arising on consolidation of the four individual segments TDG, TLIT, Property Group and Central management for statutory reporting.

Secondary segments - geographical analysis

Prior to the sale of TDG Limited, the Group's operations were located in United Kingdom, Spain, Netherlands, Ireland, Belgium and Other Europe (Germany and Poland). Currently operations are located in the United Kingdom and the Isle of Man. The following table provides an analysis of the Group's sales by geographic market, irrespective of the origin of the (goods/services).

 
                                        2011       2010 
 Revenue from external customers        GBPm       GBPm 
 
 United Kingdom                        127.4      505.8 
 Spain                                  15.7       59.5 
 Netherlands                            11.3       47.7 
 Ireland                                 6.1       27.7 
 Belgium                                 7.9       29.6 
 Other Europe                            2.4        7.9 
                                   ---------  --------- 
 Discontinued operations               170.8      678.2 
                                   ---------  --------- 
 
 United Kingdom                          0.1        0.1 
                                   ---------  --------- 
 Continuing operations                   0.1        0.1 
                                   ---------  --------- 
 
 Total revenue for the period          170.9      678.3 
                                   ---------  --------- 
 
   4.   Underlying operating profit 

Underlying operating profit is stated after charging/ (crediting) the following:

 
                                                         2011       2010 
                                                         GBPm       GBPm 
 
 Employee benefits expense                               56.2      194.5 
                                                       ------  --------- 
 
 Loss on disposal of investments                            -        0.7 
 Unrealised loss on listed and unlisted investments       1.0        0.3 
 Loss on disposal of plant and equipment                    -        0.1 
                                                       ------  --------- 
 
 Depreciation of property, plant and equipment            2.1       10.7 
 Amortisation of intangible assets (software)             0.6        2.5 
                                                       ------  --------- 
 
 Amortisation of government grants                          -      (0.5) 
                                                       ------  --------- 
 
 Operating leases: 
 Present value of minimum lease payments                 10.3       45.5 
 Sublease payments                                      (0.6)      (2.6) 
                                                       ------  --------- 
 
 Auditor's remuneration - audit of parent company 
  and consolidated financial statements                   0.1        0.1 
                                                       ------  --------- 
 
 Auditor's remuneration - other fees: 
 Other services pursuant to legislation - audit 
  of the Company's subsidiaries                             -        0.5 
 Services relating to taxation                            0.1        0.2 
 Other services                                           0.1        0.1 
 
                                                          0.2        0.8 
                                                       ------  --------- 
 
   5.   Exceptional operating (costs)/profits 
 
                                                 2011       2010 
                                                 GBPm       GBPm 
 
 Amortisation of acquisition intangibles        (0.7)      (3.0) 
 Rationalisation costs                          (0.3)      (2.1) 
 Corporate activity and associated costs            -      (0.4) 
 Profit/(loss) on sale of subsidiaries           95.0      (2.0) 
 Impairment                                     (1.8)      (2.7) 
 Gain on sale of properties                       6.6        3.2 
 Site exit costs                                    -      (1.5) 
 Dilapidations & onerous leases                 (2.8)        1.2 
 
                                                 96.0      (7.3) 
                                            ---------  --------- 
 

Profit on sale of subsidiaries GBP95.0m (2010: GBP(2.0)m) relates to the disposal by the company of its largest investment, the logistics company TDG Limited.

The impairment provision in the year relates to GBP1.3m reducing unquoted investments held to their net realisable value, and GBP0.5m with respect to a UK property due to be sold in 2012. The 2010 impairment charge related to a GBP1.3m impairment of two UK properties that were sold in 2011, GBP1.0m with respect to two French properties following the exit of the French business, and impairments to plant and equipment and other current and non-current assets of GBP0.4m due to the write-down of assets held in Belgium and the UK.

The gain on sale of properties, GBP6.6m (2010: GBP3.2m), arose on the sale of properties held in the UK.

The dilapidations and onerous lease provision of GBP2.8m (2010: GBP(1.2)m release) relates to an onerous lease provision of GBP2.8m required in respect of a TDG business in Ireland.

Rationalisation costs of GBP0.3m (2010: GBP2.1m) were incurred due to the continued reorganisation of the TDG business in the early part of 2011. Of the rationalisation costs of GBP2.1m incurred in the prior year, GBP0.6m was incurred in the UK, GBP0.1m Ireland, GBP1.0m in The Netherlands, GBP0.1m in Belgium and GBP0.3m in Spain.

The site exit costs of GBP1.5m in 2010 related to the exit of TDG's unprofitable operations, totalling GBP0.9m in the UK, GBP0.5m in Ireland and GBP0.1m in Spain.

Corporate activity costs relate to the sale of the Laxey Logistics Group, the holding company of TDG Limited

   6.   Finance costs 
 
                                                           2011       2010 
                                                           GBPm       GBPm 
 
 Interest payable on loan from ultimate controlling 
  party                                                       -        0.6 
 Interest payable on finance lease rental payments            -        0.1 
 Interest expense: secured loans                            0.9        4.8 
 Other finance costs                                        0.5        1.6 
 
                                                            1.4        7.1 
                                                      ---------  --------- 
 
   7.   Finance income 
 
                                                            2011       2010 
                                                            GBPm       GBPm 
 
 Interest receivable on short-term deposits                  0.1          - 
 Interest receivable on loan to ultimate controlling 
  party                                                        -        0.3 
 
                                                             0.1        0.3 
                                                       ---------  --------- 
 
   8.   Tax 

Components of income tax (income)/expense

 
                                                         2011    2010 
                                                         GBPm    GBPm 
 
 Current income tax expense 
 Isle of Man income tax                                     -       - 
 Overseas tax                                               -     2.3 
 Overseas tax - adjustments to current tax 
  of prior period                                         0.1     0.2 
                                                    ---------  ------ 
 Current income tax expense/(income)                      0.1     2.5 
 
 Deferred income tax income 
 Isle of Man                                                -       - 
 Overseas deferred tax                                      -   (2.1) 
 Overseas deferred tax - adjustments to deferred 
 tax of prior period                                        -   (3.9) 
                                                    ---------  ------ 
 Deferred income tax income                                 -   (6.0) 
                                                    ---------  ------ 
 
 Income tax expense/(income) recognised in 
  profit or loss                                          0.1   (3.5) 
                                                    ---------  ------ 
 

Components of income tax recognised in other comprehensive income

 
                                                          2011    2010 
                                                          GBPm    GBPm 
 
 Deferred income tax income 
 Deferred income tax income on actuarial loss/(gain)         -   (7.7) 
                                                        ------  ------ 
 

Reconciliation of income tax charge

The tax for the period is higher than the standard rate of income tax in the Isle of Man of 0%. The differences are explained below.

 
                                                          2011         2010 
                                                          GBPm         GBPm 
 
 Profit on ordinary activities before tax                 89.5         11.6 
                                                   -----------  ----------- 
 
 Profit on ordinary activities multiplied by                 -            - 
  rate of corporation tax in the Isle of Man 
  of 0% 
 Effects of: 
 Tax effect of rates in other jurisdictions                  -        (0.5) 
 Permanent differences                                       -          0.3 
 Differences between depreciation and capital 
  allowances and other timing differences                    -        (0.4) 
 Utilisation of losses                                       -        (0.3) 
 Unrelieved losses                                           -          6.6 
 No tax relief on impairments                                -          0.2 
 Relief claimed on profit on sale of properties 
 and release of deferred tax                                 -        (5.0) 
 Change in tax rates                                         -        (0.7) 
 Under/(over) provision in prior years                     0.1        (3.7) 
 
                                                           0.1        (3.5) 
                                                   -----------  ----------- 
 
   9.   Earnings per share 

The calculation of basic earnings per share as at 31 December 2011 is based on the profit attributable to ordinary shareholders of GBP89.6m (2010: GBP14.8m) and a weighted average number of ordinary shares outstanding of 576,055,940 (2010: 1,333,058,372) reflecting the period over which earnings per share has been calculated 1 January 2011 until 31 December 2011 (2010: 1 January 2010 until 31 December 2010). Share options outstanding have no dilutive impact on the basic earnings per share as at 31 December 2011. There was no dilution effect in the period ended 31 December 2010.

 
                                                  2011            2010 
 Weighted average number of shares for 
  the purposes of basic 
 earnings per share                        576,055,940   1,333,058,372 
                                          ------------  -------------- 
 
 
                                      2011             2010 
                             GBPm    pence    GBPm    pence 
 Profit attributable to 
  equity holders of the 
 parent (Basic earnings 
  per share)                 89.6   15.55p    14.8    1.11p 
 
 
 
 

10. Property, plant and equipment

 
                                Net book     Net book 
                                value at     value at 
                                  31 Dec   1 Jan 2011 
                               2011 GBPm         GBPm 
 
 Total - Land & Buildings              -          5.3 
                            ------------  ----------- 
 

The Group holds one remaining property that is currently being marketed for sale. This property is classified as assets held-for-sale as at the date of the consolidated statement of financial position.

11. Financial liabilities

 
                                                  Notes      2011       2010 
                                                             GBPm       GBPm 
 Non-current 
 Property finance leases                                        -        1.1 
 Secured bank loans                                             -       48.8 
 Non redeemable preference shares                               -        0.3 
 Transfers to held-for-sale liabilities            13           -     (35.9) 
                                                         --------  --------- 
                                                                -       14.3 
                                                         --------  --------- 
 
 Current 
 Bank overdrafts                                                -        0.3 
 Secured bank loans                                             -        5.0 
 Short term loan facility                                       -        1.5 
 Transfers to held-for-sale liabilities            13           -      (4.7) 
                                                         --------  --------- 
                                                                -        2.1 
                                                         --------  --------- 
 
 Reconciliation to Net debt 
 Borrowings (excluding loan payable to ultimate 
  controlling party and 
     before transfer of assets and liabilities 
      to held-for-sale)                                         -       57.0 
 Deduct: 
 Cash at bank                                      12       (0.1)      (5.4) 
 Short term deposits and cash in restricted 
  accounts                                         12      (15.7)     (15.1) 
                                                         --------  --------- 
 
  Net (cash) / debt                                        (15.8)       36.5 
                                                         --------  --------- 
 

Finance leases

Following the disposal of TDG Limited, the Group no longer has any property finance leases (2010: GBP1.1m - which were secured over the properties of the subsidiary undertakings concerned). Fixed interest was payable on the property finance leases.

Non redeemable preference shares

The non redeemable preference shares carried an interest rate of 4.75%.

Bank loans and other borrowings

 
                                         2011       2010 
                                         GBPm       GBPm 
 
 Secured bank loan                          -       53.8 
 Short term loan facility                   -        1.5 
                                     --------  --------- 
                                            -       55.3 
 
 Less: current installments due on 
  loans and borrowings                      -      (6.5) 
                                     --------  --------- 
 Non-current                                -       48.8 
                                     --------  --------- 
 

On 28 March 2011, following the sale of TDG the principle source of financing held with Burdale Financial Limited was repaid in full.

Secured bank loan

Following the disposal of TDG Limited, the Group no longer has any secured borrowings; (2010: GBP53.8m - which were secured over the tangible fixed assets and receivables of the subsidiary undertakings concerned.

Short term loan facility

The short term loan facility did not require the specific backing of Eligible Receivables, but could not be drawn for at least five consecutive Business Days in any month.

12. Cash and cash equivalents

 
                                      Notes   2011       2010 
                                              GBPm       GBPm 
 
 Cash at bank and in hand                      0.1        5.4 
 Short-term deposits                          15.7        2.3 
 Cash in restricted accounts                     -       12.8 
 Transfers to held-for-sale assets     13        -     (18.9) 
 
                                              15.8        1.6 
                                             -----  --------- 
 

For the purposes of the consolidated statement of cash flows, cash and cash equivalents comprise the following at 31 December 2011.

 
                                    2011       2010 
                                    GBPm       GBPm 
 
 Cash at bank and in hand            0.1        5.4 
 Short-term deposits                15.7        2.3 
 Cash in restricted accounts           -       12.8 
 Bank overdrafts                       -      (0.3) 
 
                                    15.8       20.2 
                               ---------  --------- 
 

13. Discontinued operations (held-for-sale financial assets & liabilities)

 
 2011 
 On 29 November 2010, the Company announced it had reached agreement 
  to dispose of its largest investment, the logistics business 
  TDG Limited, to France's Norbert Dentressangle. On 28 March 
  2011, the Company disposed of TDG's holding company, Laxey 
  Logistics Limited for cash proceeds of GBP203.6m net of transaction 
  costs. As a result of the commitment at the 31 December 2010 
  of the Group's management to sell the Laxey Logistics Group 
  the assets and liabilities of the group were shown within the 
  consolidated statement of financial position as held-for-sale. 
  Those items held at 31 December 2010 as assets held for sale 
  are no longer owned by the Group. 
 
 The discontinued items as at 31 December 2011 consist solely 
  of a property held by the Property Group which the Directors 
  are currently marketing for sale in 2012. 
 
                                                          Laxey 
                                                      Logistics     Property 
                                            Notes         Group        Group        Total 
                                                           GBPm         GBPm         GBPm 
 
 Assets classified as held-for-sale 
 Property, plant and 
  equipment                                    10             -          1.8          1.8 
 
 
 Total assets                                                 -          1.8          1.8 
 
 
 The main elements of the cash flow of 
  the discontinued operations are as follows: 
 
 Cash flow from discontinued 
  operations 
                                                                                     2011 
                                                                                     GBPm 
 
 Operating 
  cash flow                                                                        (14.7) 
 Cash flow from investing 
  activities                                                                      221.1 
 Cash flow used in 
  financing activities                                                              (0.9) 
 
 
 Net cash inflows for the 
  year                                                                            205.5 
 
 

13. Discontinued operations (held-for-sale financial assets & liabilities) (continued)

2010 - As at 31 December 2010 other discontinued items included three properties held by the Property Group which the Directors intended to sell early in 2011. Subsequent to the year end, the Property Group sold the three properties, sites at West Hallam, Batley and Westinghouse Road, for a net consideration of GBP21.5m, realising a profit of GBP5.9m.

 
                                                         Laxey 
                                                     Logistics            Property 
                                       Notes             Group               Group             Total 
                                                          GBPm                GBPm              GBPm 
 
 Assets classified as held-for-sale 
 Property, plant and equipment                            87.2                12.8             100.0 
 Investments                                               0.1                   -               0.1 
 Goodwill                                                 27.0                   -              27.0 
 Acquisition and other intangible 
  assets                                                  34.0                   -              34.0 
 Retirement benefit asset                                 23.6                   -              23.6 
 Inventories                                               2.4                   -               2.4 
 Trade and other receivables                              94.4                   -              94.4 
 Prepayments                                              21.3                   -              21.3 
 Cash and cash equivalents              12                18.9                   -              18.9 
 
 Total assets                                            308.9                12.8             321.7 
                                              ----------------  ------------------  ---------------- 
 
 Liabilities classified as 
  held-for-sale 
 Property finance leases                11                 1.1                   -               1.1 
 Interest bearing borrowings            11                38.9                   -              38.9 
 Preference shares                      11                 0.3                   -               0.3 
 Bank overdrafts                        11                 0.3                   -               0.3 
 Provisions                                               10.9                   -              10.9 
 Post employment retirement 
  benefit liability                                        2.5                   -               2.5 
 Deferred tax liabilities                                  6.7                   -               6.7 
 Tax payables                                              2.1                   -               2.1 
 Trade and other payables                                129.2                   -             129.2 
 
 Total liabilities                                       192.0                   -             192.0 
                                              ----------------  ------------------  ---------------- 
 

The main elements of the cash flow of the discontinued operations are as follows:

Cash flow from discontinued operations

 
                                                     2010 
                                                     GBPm 
 
 Operating cash flow                                 13.9 
 Cash flow from investing activities                 41.4 
 Cash flow used in financing activities            (52.2) 
 
 Net cash inflows for the year                        3.1 
                                          --------------- 
 

14. Investments

 
                                              Notes    2011       2010 
                                                       GBPm       GBPm 
 
 At 1 January cost net of unrealised 
  gains/(losses)                                        2.4        4.7 
 Additions                                              5.2        0.4 
 Disposals                                            (0.8)      (3.2) 
 Revaluation and impairment of investments            (2.5)        0.6 
 Transfers to held-for-sale assets             13         -      (0.1) 
 
 At 31 December                                         4.3        2.4 
                                                     ------  --------- 
 
 
 At 1 January 
 Cost or valuation                            3.3     9.2 
 Accumulated depreciation and impairment    (0.9)   (4.5) 
 
 Net carrying amount                          2.4     4.7 
                                           ------  ------ 
 
 
 At 31 December 
 Cost or valuation                            7.2     3.3 
 Accumulated depreciation and impairment    (2.9)   (0.9) 
 
 Net carrying amount                          4.3     2.4 
                                           ------  ------ 
 

Investments mainly include quoted investments listed in Europe, plus quoted and unquoted investments held in TLIT and an unquoted investment held by DouglasBay Media Holdings. The addition of GBP5.2m in the year relates to GBP4.0m of minority investments made in investments listed in Europe, plus a further investment of GBP1.2m made by DouglasBay Media Holdings in an unlisted social media business based in the United States. Disposals in the year, GBP0.8m (2010 GBP3.2m) relate to the sale of investments held by TLIT for a consideration of GBP0.8m. Of the impairment of GBP2.5m (2010: GBP0.6m), GBP1.0m (2010: GBP0.6m) relates to impairment to the carrying value of investments held by the group as a result of revaluing the investments based on the closing bid market values or last traded price where bid prices are not regularly and readily available, and GBP1.5m (2010: GBP0.0m) relates to the impairment of the unquoted investment held by DouglasBay Media Holdings.

15. Disposal of subsidiaries

On 29 November 2010, the Company announced it had reached agreement to dispose of its largest investment, the logistics business TDG Limited, to France's Norbert Dentressangle. On 28 March 2011, the Company disposed of TDG's holding company, Laxey Logistics Limited for cash proceeds of GBP203.6m net of transaction costs. As a result of the commitment at 31 December 2010 of the Group's management to sell the Laxey Logistics Group, the assets and liabilities of the group were shown within the consolidated statement of financial position as held-for-sale and classified as discontinued operations.

 
 
                                               2011     2010 
                                               GBPm     GBPm 
 
 Cash flows from /(used in) discontinued 
  operations: 
 Net cash (used in) / from operating 
  activities                                 (14.7)     13.9 
 Net cash from investing activities           221.1     41.4 
 Net cash used in financing activities        (0.9)   (52.2) 
 
 Net cash flows for the year                  205.5      3.1 
                                           ========  ======= 
 Effect of the disposal on the financial 
  position of the Group: 
 Property, plant and equipment                 93.8 
 Goodwill                                      27.0 
 Acquisition and other intangible 
  assets                                       32.8 
 Retirement benefit asset                      22.0 
 Inventories                                    2.5 
 Trade and other receivables                   99.4 
 Current and deferred tax liabilities        (10.4) 
 Trade and other payables                   (145.3) 
 Provisions                                  (13.2) 
 
 Net assets and liabilities                   108.6 
                                           -------- 
 
 Consideration received, satisfied 
  in cash after deducting costs               203.6 
 Cash and cash equivalents disposed               - 
  of 
 
 Net cash inflow                              203.6 
                                           ======== 
 

16. Subsequent events

Since the year end the following events have occurred that require disclosure

-- Following the disposal of the investment in TDG (the Company's principal investment) on 28 March 2011, the Company had one year under the AIM Rules to implement its investing policy and in the event that the proceeds were not substantially reinvested the Company would be suspended from trading on AIM. As the Company had not substantially reinvested its available cash proceeds by 29th March 2012, the shares of the Company were suspended from trading on AIM with effect from that date. The Company intends to continue assessing opportunities with the intention of implementing its investment policy whilst the Ordinary Shares are suspended from trading on AIM. Whilst the shares are suspended from trading on AIM off market transactions may be possible. Shareholders should note that following the suspension, the Ordinary Shares will not be restored to trading on AIM unless the investment policy is implemented within six months from date of suspension.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR UOUSRURASAAR

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