TIDMMCII
RNS Number : 2358P
Marwyn Capital II Limited
29 September 2011
The Directors are pleased to present the interim results of
Marwyn Capital II Limited for the 6 month period to 30 June
2011.
Acquisition strategy
Marwyn Capital II Limited was established to acquire one or more
quoted or unquoted businesses or companies (in whole or in part)
initially by way of a reverse takeover. The Company was admitted to
London's Alternative Investment Market ('AIM') in December 2009.
The Company is seeking an acquisition wholly or mainly in the UK in
the healthcare, testing and inspection and leisure sectors.
Results
The Group's loss after taxation for the 6 month period to 30
June 2011 was GBP866,724 (2010: GBP383,569) which was in line with
the expected result for the period. As at 30 June 2011, the Group
had net cash balances totalling GBP3.3m (2010: GBP4.4m).
Dividends
It is the board's policy that prior to making the first
acquisition, no dividends will be paid. Following the first
acquisition, subject to availability of distributable reserves,
dividends will be paid to shareholders when the directors believe
it is appropriate and prudent to do so. However, the main focus of
the Company will be on delivering capital growth for
shareholders.
Outlook
In the period since the release of the Company's annual results,
the Company has continued to pursue its stated strategy.
Accordingly, the Board of Directors (the "Board") continue to
review potential acquisition opportunities for the Company and
monitor and control its planned levels of expenditure in the
pre-acquisition phase.
For the 6 month period to 30 June 2011
6 months From incorporation
to 30 June to 30 June
2011 (unaudited) 2010 (unaudited)
GBP GBP
------------------------------------- ------------------ -------------------
Revenue - -
Professional and consultancy
expenses 734,894 347,771
Other expenses 131,830 35,798
------------------ -------------------
866,724 383,569
------------------ -------------------
Loss from operating activities 866,724 383,569
------------------ -------------------
Loss before income tax 866,724 383,569
------------------ -------------------
Income tax expense - -
------------------ -------------------
Loss for the period 866,724 383,569
------------------ -------------------
Total comprehensive loss for the
period 866,724 383,569
================== -------------------
Attributable to:
Owners of the Group 866,724 383,569
------------------
Total comprehensive loss for the
period 866,724 383,569
================== ===================
Earnings per share
------------------ -------------------
Basic and diluted loss per share 1.77p 0.87p
================== ===================
30 June 31 December
2011 2010
(unaudited) (unaudited)
GBP GBP
---------------------------------- ------------ -------------
Assets
Prepayments and receivables 4,013 8,587
Cash and cash equivalents 3,304,861 3,912,902
------------ -------------
Current assets 3,308,874 3,921,489
============ =============
Total assets 3,308,874 3,921,489
============ =============
Equity
Share capital 49,000 49,000
Share premium 4,665,094 4,665,094
Accumulated losses (1,692,436) (825,712)
------------ -------------
Equity attributable to the owners
of the Company 3,021,658 3,888,382
------------ -------------
Total equity 3,021,658 3,888,382
------------ -------------
Liabilities
Trade and other payables 287,214 33,107
------------
Current liabilities 287,214 33,107
------------ -------------
Total liabilities 287,214 33,107
============ =============
Total equity and liabilities 3,308,874 3,921,489
============ =============
The financial statements were approved by the Board of Directors
and authorised for issue on 29 September 2011.
For the 6 month period to 30 June 2011 (unaudited)
Share Accumulated
Share capital premium losses Total
GBP GBP GBP GBP
Balance at 1 January
2011 49,000 4,665,094 (825,712) 3,888,382
Total comprehensive
loss in the period - - (866,724) (866,724)
Contribution of equity,
net of issue costs - - - -
Balance at 30 June 2011 49,000 4,665,094 (1,692,436) 3,021,658
============== ========== ============ ==========
For the period from incorporation to 30 June 2010
(unaudited)
Share Accumulated
Share capital premium losses Total
GBP GBP GBP GBP
Balance at
incorporation - - - -
Total comprehensive
loss in the period - - (383,569) (383,569)
Contribution of equity,
net of issue costs 49,000 4,665,094 - 4,714,094
Balance at 30 June 2010 49,000 4,665,094 (383,569) 4,330,525
============== ========== ============ ==========
From
6 month incorporation
period to 30 to 30 June
June 2011 2010
For the 6 month period to 30 June 2010 (unaudited) (unaudited)
GBP GBP
------------------------------------ --- ------------ --------------
Cash flow from operating
activities:
Payments to suppliers (608,041) (296,470)
------------
Net cash outflow from operating activities (608,041) (296,470)
Cash flow from financing activity:
Equity issued, net of issue costs - 4,714,094
------------ --------------
Net cash flow from financing activity - 4,714,094
Net (decrease)/increase in cash and cash
equivalents (608,041) 4,417,624
Cash and cash equivalents brought
forward 3,912,902 -
------------ --------------
Cash and cash equivalents at 30 June 3,304,861 4,417,624
============ ==============
1. Reporting entity
Marwyn Capital II Limited (the "Company") is an exempted company
limited by shares and domiciled in the Cayman Islands. The address
of the Company's registered office is PO Box 309, Ugland House,
Grand Cayman, KY1-1104, Cayman Islands. The Company was
incorporated on 4 December 2009.
This condensed consolidated interim financial information for
the 6 month period to 30 June 2011 comprises the Company and its
subsidiary, Marwyn Capital Investments II Limited (together
referred to as the "Group" and individually as "Group entities").
The Group is primarily involved in the pursuit of target
investments in line with its acquisition strategy.
The Company is listed on AIM.
2. Basis of preparation and changes to the Group's accounting
policies
Basis of preparation
The interim condensed consolidated financial statements for the
six months ended 30 June 2011 have been prepared in accordance with
IAS 34 Interim Financial Reporting.
The interim condensed consolidated financial statements do not
include all the information and disclosures required in the annual
financial statements, and should be read in conjunction with the
Group's annual financial statements as at 31 December 2010.
New standards, interpretations and amendments thereof, adopted
by the Group
The accounting policies adopted in the preparation of the
interim condensed consolidated financial statements are consistent
with those followed in the preparation of the Group's annual
financial statements for the year ended 31 December 2010, except
for the adoption of new standards and interpretations as of 1
January 2011, noted below:
IAS 24 Related Party Transactions (Amendment)
The IASB has issued an amendment to IAS 24 that clarifies the
definitions of a related party. The new definitions emphasise a
symmetrical view of related party relationships as well as
clarifying in which circumstances persons and key management
personnel affect related party relationships of an entity. The
adoption of the amendment did not have any impact on the financial
position or performance of the Group.
IAS 32 Financial Instruments: Presentation (Amendment)
The amendment alters the definition of a financial liability in
IAS 32 to enable entities to classify rights issues and certain
options or warrants as equity instruments. The amendment is
applicable if the rights are given pro rata to all of the existing
owners of the same class of an entity's non-derivative equity
instruments, to acquire a fixed number of the entity's own equity
instruments for a fixed amount in any currency. The amendment has
had no effect on the financial position or performance of the
Group.
Improvements to IFRSs (issued May 2010)
In May 2010, the IASB issued its third omnibus of amendments to
its standards, primarily with a view to removing inconsistencies
and clarifying wording. There are separate transitional provisions
for each standard. The adoption of the amendments resulting from
Improvements to IFRSs to the following standards did not have any
impact on the accounting policies, financial position or
performance of the Group:
IAS 1 Presentation of Financial Statements: The amendment
clarifies that an option to present an analysis of each component
of other comprehensive income may be included either in the
statement of changes in equity or in the notes to the financial
statements.
IFRS 7 Financial Instruments - Disclosures: The amendment was
intended to simplify the disclosures provided by reducing the
volume of disclosures around collateral held and improving
disclosures by requiring qualitative information to put the
quantitative information in context.
IAS 34 Interim Financial Statements: The amendment requires
additional disclosures for fair values and changes in
classification of financial assets, as well as changes to
contingent assets and liabilities in interim condensed financial
statements.
IFRS 3 Business Combinations - Clarification that contingent
consideration arising from business combination prior to adoption
of IFRS 3 (as revised in 2008) are accounted for in accordance with
IFRS 3 (2005)
IFRS 3 Business Combinations - Unreplaced and voluntarily
replaced share-based payment awards and its accounting treatment
within a business combination
IAS 27 Consolidated and Separate Financial Statements - applying
the IAS 27 (as revised in 2008) transition requirements to
consequentially amended standards
IFRIC 13 Customer Loyalty Programmes - in determining the fair
value of award credits, an entity shall consider discounts and
incentives that would otherwise be offered to customers not
participating in the loyalty programme)
The Group has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet
effective.
3. Seasonality
The Group does not currently operate in an industry where
significant or cyclical variations as a result of seasonal activity
are experienced during the financial year.
4. Segment information
Business segments
The Company raised GBPGBP4.7m net of expenses through an issue
of ordinary shares on its admission to AIM on 24 December 2009.
Until such time as an acquisition is made, the Group's sole
operation will remain the seeking of a suitable acquisition
target.
Geographical segments
Marwyn Capital II Limited is domiciled in the Cayman Islands and
administered in Jersey. The Company is seeking an acquisition
wholly or mainly in the UK in the healthcare, testing and
inspection and leisure sectors.
5. Share capital
In December 2009 the Company successfully placed 49m ordinary
shares at 10p, raising GBPGBP4.7m after expenses. The ordinary
shares were admitted to trading on AIM on 24 December 2009.
6. Earnings per share
Basic and diluted earnings per share
The calculation of basic earnings per share of 1.77p loss (2010:
0.87p loss) for the 6 month period to 30 June 2011 was based on the
loss attributable to ordinary shareholders of GBP866,724 (2010:
GBP383,569 loss) and a weighted average number of ordinary shares
outstanding of 49,000,000 (2010: 44,288,462).
Shares which may be issued in future in connection with the
Participation Option are not included in the calculation of
weighted average outstanding ordinary shares for the diluted
earnings per share calculation as the effect would be
anti-dilutive.
7. Related parties
The Company is listed on AIM and as such there is no controlling
party. Marwyn Investment Management LLP is the investment manager
to Marwyn Value Investors LP which has a significant shareholding
in the Company. Marwyn Investment Management LLP is part of the
Marwyn group of companies and the following transactions concern
payments and balances with related parties:
Marwyn Partners Limited charged GBP36,000 (2010: GBP35,250) in
respect of rent and GBP7,181 (2010: GBP1,361) in respect of
recharged expenses during the period. Marwyn Capital LLP charged
GBP75,000 (2010: GBP90,000) in respect of corporate finance
services and GBP43,689 (2010: GBP46,335) for recharged expenses
during the period. Marwyn Investment Management LLP charged
GBP663,210 (2010: GBP120,503) in respect of recharged expenses.
Axio Capital Solutions Limited charged GBP12,235 (2010: GBP9,043)
in respect of the administration of the Company during the
period.
The Company has also entered into a performance participation
agreement with Marwyn Management Partners LP (the 'Participation
Option'). Marwyn Management Partners LP has been granted an option
which may be exercised to subscribe for ordinary shares at an
exercise price equal to their nominal value, subject to certain
growth and vesting conditions.
The number of ordinary shares that may be subscribed for
pursuant to the Participation Option is the number that will give
Marwyn Management Partners LP a gain equivalent to 10 percent of
the increase in shareholder value, being broadly defined as the
difference between the market capitalisation of the Company at a
point in time and the aggregate placing price of all ordinary
shares issued up to that point in time.
The Participation Option may only be exercised if both the
growth and vesting conditions have been satisfied and will lapse on
24 December 2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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