TIDMRES
RNS Number : 9056P
Rugby Estates PLC
31 October 2012
31 October 2012
Rugby Estates Plc
"Rugby" or the "Group"
Half Year Results for the six months ended 31 July 2012
Rugby Estates Plc, the property and asset management group,
today announces results for the six months ended 31 July 2012.
Highlights:
-- Ongoing progress in implementing the Company's strategic
decision to dispose of the Group's property portfolio and return
proceeds to shareholders
-- Cash payments totalling GBP6.4 million made to shareholders
on 11 July 2012, bringing the total cash returned to shareholders
since 31 January 2009 to GBP51.8 million
-- Holders of shares worth GBP213 in January 2009 have since
received GBP300 in cash and now hold shares worth GBP24
-- Loss before tax: GBP2.33 million (31 July 2011: GBP0.64 million)
-- Expected shareholder value: 370p to 470p per share
-- Corporate overhead significantly reduced, with employment and
office running costs now substantially covered by fee and rental
income
31 October 2012
David Tye, Chairman, commented:
"The period has seen further progress made against our strategy
of realising value from our property portfolio and returning cash
to shareholders, with the total now paid back totalling GBP51.8
million. Group costs have been significantly reduced in the period,
and are now substantially covered by income, and the Company's
directors are continuing to work hard to realise as much value as
possible on behalf of shareholders."
For further information:-
David Tye, Chairman Rugby Estates 020 7016 0050
Andrew Wilson, Chief Executive
www.rugbyestates.plc.uk
Stephanie Highett
Will Henderson FTI Consulting 020 7831 3113
Merchant Securities
Lindsay Mair / Scott Mathieson Limited - Nominated
(Nomad) / Simon Bennett (Broker) Adviser and Broker 020 7628 2200
Hard copies of this announcement will not be posted to
shareholders but may be downloaded from the Company's website
www.rugbyestates.plc.uk or obtained on request to the Secretary, 4
Farm Street London W1J 5RD, telephone 020 7016 0050.
CHAIRMAN'S REVIEW
Financial Performance
The results for the six months ended 31 July 2012 reflect the
Company's strategic decision taken in December 2008 to dispose of
its properties and return proceeds to shareholders. This process is
now well advanced and significant returns of GBP51.8 million have
been made in total.
In the six months ended 31 July 2012 the Group recorded a loss
of GBP2.33 million (31 July 2011: loss GBP0.64 million).The
principal contributors to the loss for the period were reductions
in the estimated realisable values of the remaining properties in
our portfolio of GBP1.26 million; restructuring costs, comprising
redundancy costs of directors and employees and the estimated cost
of terminating the lease of the Group's London office, of GBP1.58
million; and recurring administrative expenses which were running
at a higher level than rental and fee income until June. These were
offset by a reduction in the estimated amounts payable under the
Property Realisation Incentive Plan ("PRIP") of GBP0.87 million.
There was no tax charge (31 July 2011: nil).
In May 2012 we reported that, on a liquidation of the Company,
the value which shareholders might expect to receive would be
between 440p and 480p per share. Since then, shareholders have
received 250p per share in cash and, following the associated share
capital consolidation, now hold three new shares for every seven
old shares held before the cash payment. Given the challenging and
illiquid market for secondary properties, the directors' current
estimate of the value shareholders may expect to receive on a
liquidation of the Company is between 370p and 470p per share. This
is equivalent to a range of 410p to 450p per share before the
recent return of cash and the associated three for seven share
capital consolidation. Shareholders should be aware that this range
is based on a number of estimates and assumptions which appear
reasonable today but which may change over time and that the risks
are weighted towards the downside. As a result of the considerable
amount of capital returned to shareholders, which now in aggregate
totals GBP51.8 million, the Group has a much reduced capital base.
Accordingly, the effect of differing outcomes to those we currently
anticipate may have a much larger effect on shareholder value than
was previously the case. Whilst we continue to work towards the
disposal of the remaining properties in our portfolio, the timing
of further returns of cash to shareholders will be dependent on the
completion of further sales.
During the period, GBP4.7 million was realised from property
sales in spite of a difficult market. In July 2012, the Company
returned a further GBP6.4 million of cash to shareholders, bringing
total cash payments to shareholders since 31 January 2009 to
GBP51.8 million. Since the Board's decision to return cash to
shareholders in December 2008, the holder of one hundred ordinary
shares in the Company at 31 January 2009, when their market value
was GBP213, has received GBP300 in cash and now holds six new
ordinary shares with a market value as at 31 July 2012 of
GBP24.
Rugby Capital
During the period, sales of properties at Mansell Street, London
E1; King Street, Maidenhead; Alexander House, Bath; and George
Road, Edgbaston, Birmingham realised GBP4.7 million. The remaining
commercial properties comprise three office holdings in Edgbaston,
an industrial unit in Harlow and a Tesco Express supermarket in
Surbiton, Surrey which has recently opened for trading. The market
for secondary properties outside London remains severely affected
by the very limited availability of credit, particularly for
properties which are vacant or have imminent lease expiries.
Frustratingly, in recent months a number of sales that had been
agreed in principle have failed to progress, reflecting the fragile
market, the scarcity of debt finance and a general reluctance to
commit to capital transactions by both investors and prospective
owner-occupiers.
The fragility of the market is also evident in the residential
sector with housebuilders taking a very cautious approach to the
purchase of sites, even those with consent for development. Our
holding at Chilton Trinity, Bridgwater is one such example. As the
Group's single largest asset we are evaluating proposals on a joint
venture and/or deferred consideration basis so as to maximise
shareholder value.
Rugby Asset Management ("RAM")
On 27 June 2012, the majority shareholder in O Twelve Estates
Limited ("O Twelve") announced an offer for the whole of the issued
share capital in O Twelve which it did not already own at 7p in
cash per share. The Group accepted the offer in respect of its
holdings and in August 2012 received GBP0.55 million in cash, a
gain of GBP0.24 million over the carrying value of this
co-investment as at 31 January 2012.
On 12 September 2012 the Company announced that RAM's
appointment as Property Adviser to O Twelve would continue to run
until 12 March 2013 when it will terminate.
The carrying value of the Group's investment in CBRE (formerly
ING) Covent Garden Limited Partnership ("CGLP") and RAM's fee
income therefrom are now both negligible. It is expected that CGLP
will finally be wound up shortly.
RAM has no other clients and is therefore expected to cease
operating in March 2013.
Financing
At 31 July 2012, Group cash balances amounted to GBP2.55 million
and the Group had no borrowings.
After setting aside security deposits required for Court
approval in connection with returns of cash to shareholders of
GBP1.78 million, cash available to the Group was GBP0.77
million.
Principal Risks and Uncertainties
The risks and uncertainties facing the Group for the remaining
six months of the financial year are:
-- prospects for growth in the UK economy continue to be weak,
increasing the risk of economic stagnation and of tenant default,
falls in rental values and more difficult letting conditions. This
would adversely affect the rental income from and the capital value
of the Group's directly-owned properties;
-- increases in investment yields which would adversely affect
the value of the Group's portfolio; and
-- lack of liquidity and limited investor interest, in
particular as a result of the very limited availability of debt
financing for purchasers of secondary property and residential
property, may result in realisation proceeds being less than
currently expected.
These risks would reduce the amount of, and/or delay the timing
of, future returns of cash to shareholders.
Prospects
We have encountered challenges in realising the last few
remaining properties in our directly-held portfolio, reflecting the
continuing difficulties in the market for secondary properties. The
effect of reduced expectations for total sales proceeds on
estimated shareholder value have been substantially mitigated by
our actions to reduce overhead costs and by a significant reduction
in the estimated final amounts payable under the PRIP in
consequence of the lower expected sale proceeds.
In continuing to strive to achieve best value for shareholders
it is unlikely that all the remaining commercial properties will be
sold this year. It will also be some months before the most
appropriate outcome for our Chilton Trinity holding will have been
determined.
Overhead costs have been very substantially reduced with the
executive directors taking salary cuts of 67% from 1 June 2012.
Following a number of redundancies in June, basic salary and office
running costs are currently substantially covered by the continuing
fee income from O Twelve and net rental income from the remaining
properties. The remaining four employees will be made redundant in
March 2013 when the O Twelve management appointment terminates and
it is planned to close the Group's office at Farm Street at that
time.
Whilst the directors expect the solvent liquidation of the
Company to be the most effective way of returning the final value
in the Company to shareholders, they do not believe that control of
the Company should be transferred to liquidators until the
properties have all been disposed of or alternative satisfactory
solutions for shareholders have been put in place.
The executive directors continue, on a part time basis, to do
whatever is necessary to wind down the business in an orderly
manner to achieve the best outcome for shareholders. However, with
a market capitalisation now under GBP5 million and without any
permanent staff or offices after March 2013, the directors do not
believe it will be appropriate to continue as a quoted company
after that time. The directors therefore currently expect, in the
early months of 2013, to call a General Meeting of shareholders to
approve the cancellation of the listing of the Company's shares on
AIM, together with arrangements for the continuing management of
the Group until it is appropriate to ask shareholders to approve a
formal members' voluntary liquidation.
David Tye
Chairman
31 October 2012
GROUP STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 31 July 2012
Six months Six months Year to
to to 31 July 31 January
31 July 2011 2012
2012
Notes Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Sales of properties 4,715 3,817 4,767
Rental income 375 787 1,406
Fees receivable 506 722 1,309
Revenue 5,596 5,326 7,482
Direct costs of:
Sales of properties (4,725) (2,558) (3,967)
Net realisable value adjustment
to inventory (1,255) (1,938) (3,114)
Rental income (234) (210) (551)
Fees receivable (5) (4) (10)
Direct costs (6,219) (4,710) (7,642)
Administrative expenses - general (1,258) (1,410) (3,231)
Administrative expenses - PRIP 871 - -
adjustment
Administrative expenses - restructuring (1,581) - -
costs
Administrative expenses - total (1,968) (1,410) (3,231)
Other operating income - - 240
Gains and losses on financial assets:
- distributions received - 1,951 2,084
- unrealised impairment losses 2 (1,813) (2,130)
- gains previously recognised in 245 - -
other comprehensive income
Finance revenue 13 12 28
Loss before taxation (2,331) (644) (3,169)
Income tax credit - - 35
Loss for the period attributable
to equity holders of the parent (2,331) (644) (3,134)
Other comprehensive income
Fair value gains and (losses) on
financial assets 245 (256) (259)
Gains realised on disposal (245) - -
Other comprehensive expense for
the period (net of tax) - (256) (259)
Total comprehensive expense for
the period attributable to equity
holders of the parent (2,331) (900) (3,393)
Basic and diluted (loss) per share
(July 2011 and January 2012: restated) 4 (215p) (61p) (291p)
GROUP STATEMENT OF FINANCIAL POSITION
as at 31 July 2012
31 July 2012 31 July 2011 31 January
2012
Notes Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Non-current assets
Financial assets 5 18 648 328
Total co-investments 5 18 648 328
Property, plant and equipment 9 234 36
Total non-current assets 27 882 364
Current assets
Property inventories 5,670 13,759 11,436
Trade and other receivables 1,147 1,698 1,610
Current tax assets 11 15 11
Cash and short term deposits 2,551 8,807 4,580
Total current assets 9,379 24,279 17,637
Total assets 9,406 25,161 18,001
Current liabilities
Trade and other payables 1,371 2,804 2,666
Provisions 1,450 - 68
Total current liabilities 2,821 2,804 2,734
Non-current liabilities
Deferred taxation - 10 -
Total non-current liabilities - 10 -
Total liabilities 2,821 2,814 2,734
Net assets 6,585 22,347 15,267
Equity
Called up share capital 6 153 441 331
Own shares - held for AESOP (119) (155) (140)
Share premium account 2,033 8,189 6,094
Capital redemption reserve 2,550 4,402 4,402
Unrealised gains and losses - 3 -
Retained earnings 1,968 9,467 4,580
Total equity 8 6,585 22,347 15,267
GROUP STATEMENT OF CASH FLOWS
for the six months ended 31 July 2012
6 months 6 months Year to
to to
31 July 2012 31 July 2011 31 January
2012
Unaudited Unaudited Audited
Notes GBP'000 GBP'000 GBP'000
Cash flows from operating activities
before changes in working capital 9 (2,539) (659) (2,801)
Decrease in property inventories 5,766 4,259 6,582
Decrease /(increase) in receivables 1,007 (757) (662)
Increase/ (decrease) in payables 87 (845) (915)
Cash generated from operations 4,321 1,998 2,204
Finance revenue 22 13 22
Tax received / (paid) - 11 40
Cash flows from operating activities 4,343 2,022 2,266
Distributions received from financial
assets - 1,951 2,084
Purchase of property, plant and
equipment - (3) (3)
Cash flows from investing activities - 1,948 2,081
Shares issued - 13 13
Purchase of own shares by AESOP - (70) (72)
Return of cash to shareholders 3 (6,372) - (4,602)
Cash flows from financing activities (6,372) (57) (4,661)
Net (decrease)/increase in cash
and cash equivalents (2,029) 3,913 (314)
Cash and cash equivalents at start
of period 4,580 4,894 4,894
Cash and cash equivalents at end
of period 2,551 8,807 4,580
GROUP STATEMENT OF CHANGES IN EQUITY Six months Six months Year to
for the six months ended 31 July 2012 to 31 July to 31 July 31 January
2012 2011 2012
Notes Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Opening shareholders' equity 8 15,267 23,197 23,197
Total comprehensive expense for
the period (2,331) (900) (3,393)
Shares issued in period - 13 13
Cash payments to shareholders 3 (6,372) - (4,602)
Purchase of own shares - for AESOP - (70) (72)
Share based payment charge - AESOP 21 36 53
Share based payment charge - LTIP - 71 71
Closing total equity 8 6,585 22,347 15,267
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1. Accounting Policies
The interim financial information for the period ended 31 July
2012 has neither been audited nor reviewed pursuant to guidance
issued by the Auditing Practices Board and does not constitute full
statutory accounts for that period. The statutory accounts for the
year ended 31 January 2012, which were prepared in accordance with
International Financial Reporting Standards as endorsed by the
European Union ("IFRS") and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS, have been
delivered to the Registrar of Companies. The auditors' opinion on
those accounts, dated 17 May 2012, was unqualified and did not
contain a statement made under section 498(2) or section 498(3) of
the Companies Act 2006. Without qualifying their report, the
auditors drew attention to the fact that the financial statements
were prepared on the basis that the Group was no longer a going
concern, as follows:
"In forming our opinion on the financial statements, which is
not modified, we draw attention to the disclosures made in Note 2
to the financial statements concerning the planned disposal of the
group's property portfolio and the consequent significant reduction
in the group's scale of operations. In the absence of a preferable
alternative arising within the next few months, the directors
consider it likely that they will seek shareholder approval to put
the company and its subsidiaries into Members Voluntary Liquidation
within the next 12 months. Accordingly, the directors have prepared
the financial statements on the basis that the group is no longer a
going concern."
Whilst the timescale for completing the liquidation of the
portfolio remains uncertain, the directors consider it most likely
that the commencement of formal liquidation proceedings for the
Company will be within the next 12 months. Accordingly, the
financial statements continue to be prepared on the basis that the
Group is not a going concern. Financial statements prepared on the
alternative assumption that the Group is a going concern would not
result in any material adjustments to the financial statements.
The financial information in this report comprises the Group
statement of financial position as at 31 July 2012, 31 January 2012
and 31 July 2011 and related statements of Group comprehensive
income, cash flow and changes in equity and related notes for the
periods then ended ("financial information"). The financial
information has been prepared in accordance with the Group's
principal accounting policies as set out in the Annual Report for
the period ending 31 January 2012.
The endorsed IFRS that will be effective (or available for early
adoption) in the financial statements for the year ending 31
January 2013 are still subject to change and to additional
interpretation and therefore cannot be determined with certainty.
Accordingly, the accounting policies for the period will only be
determined finally when the consolidated financial statements for
the year ending 31 January 2013 are prepared.
The preparation of financial statements requires management to
make judgements, assumptions and estimates that affect the
application of accounting policies and amounts reported in the
statements of comprehensive income and financial position. Such
decisions are made at the time the financial statements are
prepared and adopted based upon the best information available at
the time. Actual outcomes may be different from initial estimates
and are reflected in the financial statements as soon as they
become apparent.
The measurement of fair value of available for sale financial
assets and assessment of the net realisable value of property
inventories constitute the principal areas of judgement exercised
by the Board in the preparation of these financial statements. The
underlying market valuations of property inventories and investment
properties held by available for sale financial assets are carried
out by directors and by external advisors whom the Board considers
to be suitably qualified to carry out such valuations.
The Directors have reviewed the Group's assets and accordingly
have written the carrying value of Property, Plant and Equipment
down to its short term recoverable amount. The Directors consider
the value of all the other assets disclosed in the financial
statements to be equal to their net realisable value.
The financial statements do not include any provision for costs
relating to liquidation as no firm decision had been made at 31
July 2012.
2. Segmental Analysis
The Group reports internally on two principal business segments.
Rugby Capital deals with the Group's property trading and
development activities including the Group's directly-owned
portfolio and collaborative ventures substantially involving the
Group's equity. Rugby Asset Management deals with the Group's
co-investment and asset management activities. The Group does not
operate outside the United Kingdom.
Rugby Rugby Asset Unallocated
Capital Management items 2012
Period ended 31 July 2012 GBP'000 GBP'000 GBP'000 GBP'000
Group Statement of Comprehensive
Income
Sale of properties 4,715 - - 4,715
Rental income 375 - - 375
Fees receivable - 506 - 506
Revenue 5,090 506 - 5,596
Loss on sales of properties (10) - - (10)
Net realisable value adjustment
to inventory (1,255) - - (1,255)
Net rental income 141 - - 141
Net fees receivable - 501 - 501
Administrative expenses - - (1,964) (1,964)
Gains and losses on financial assets - 243 - 243
Finance revenue - 13 13
(Loss)/profit before taxation (1,124) 744 (1,951) (2,331)
Rugby Rugby Asset Unallocated
Capital Management items 2012
At 31 July 2012 GBP'000 GBP'000 GBP'000 GBP'000
Group Statement of Financial Position
Financial assets - 18 - 18
Property, plant and equipment - - 9 9
Property inventories 5,670 - - 5,670
Receivables - current 234 639 274 1,147
Current tax assets - - 11 11
Cash and short term deposits - - 2,551 2,551
Current liabilities (284) (20) (2,517) (2,821)
Non-current liabilities - - - -
Net assets 5,620 637 328 6,585
Other Segment information
Additions to property, plant and - -
equipment
Depreciation 27 27
All non-current assets are UK based.
27% of Revenue was generated from one customer in respect of the
sale of one property.
Segmental Analysis (continued)
Rugby Asset Unallocated
Rugby Capital Management items 2011
Period ended 31 July 2011 GBP'000 GBP'000 GBP'000 GBP'000
Group Statement of Comprehensive
Income
Sale of properties 3,817 - - 3,817
Rental income 787 - - 787
Fees receivable - 722 - 722
Revenue 4,604 722 - 5,326
Profit/(loss) on sales of properties 1,259 - - 1,259
Net realisable value adjustment
to inventory (1,938) - - (1,938)
Net rental income 577 - - 577
Net fees receivable - 718 - 718
Administrative expenses - - (1,410) (1,410)
Gains and losses on financial assets - 138 - 138
Finance revenue - - 12 12
(Loss) / profit before taxation (102) 856 (1,398) (644)
Rugby Asset Unallocated
Rugby Capital Management items 2011
At 31 July 2011 GBP'000 GBP'000 GBP'000 GBP'000
Group Statement of Financial Position
Financial assets - 648 - 648
Property, plant and equipment - - 234 234
Property inventories 13,759 - - 13,759
Receivables - current 968 383 347 1,698
Current tax assets - - 15 15
Cash and short term deposits - - 8,807 8,807
Current liabilities (1,440) (19) (1,345) (2,804)
Non-current liabilities - - (10) (10)
Net assets 13,287 1,012 8,048 22,347
Other Segment information
Additions to property, plant and
equipment 3 3
Depreciation 28 28
All non-current assets are UK based.
41% of Revenue was generated from one customer in respect of the
sale of one property.
Segmental Analysis (continued)
Rugby Rugby Asset Unallocated
Capital Management items 2012
Year ended 31 January 2012 GBP'000 GBP'000 GBP'000 GBP'000
Group Statement of Comprehensive
Income
Sale of properties 4,767 - - 4,767
Rental income 1,406 - - 1,406
Fees receivable - 1,309 - 1,309
Revenue 6,173 1,309 - 7,482
Profit on sales of properties 800 - - 800
Net realisable value adjustment
to inventory (3,114) - - (3,114)
Net rental income 855 - - 855
Net fees receivable - 1,299 - 1,299
Administrative expenses - - (3,231) (3,231)
Other operating income 240 - - 240
Gains and losses on financial assets - (46) - (46)
Finance revenue - - 28 28
Profit / (loss) before taxation (1,219) 1,253 (3,203) (3,169)
Rugby Rugby Asset Unallocated
Capital Management items 2012
At 31 January 2012 GBP'000 GBP'000 GBP'000 GBP'000
Group Statement of Financial Position
Financial assets - 328 - 328
Property, plant and equipment - - 36 36
Property inventories 11,436 - - 11,436
Receivables - current 1,338 91 181 1,610
Current tax assets - - 11 11
Cash and short term deposits - - 4,580 4,580
Current liabilities (1,162) (20) (1,552) (2,734)
Net assets 11,612 399 3,256 15,267
Other Segment information
Additions to property, plant and
equipment 3 3
Depreciation 223 223
All non-current assets are UK based.
29% of Revenue was generated from one customer in respect of the
sale of one property.
3. Cash payments to Shareholders
Payment date Per share Amount absorbed
(pence) GBP000
6 months to 31 July
2012 Dividends on C shares 11 July 2012 250p 2,194
Redemption of B shares 11 July 2012 250p 4,178
6,372
6 months to 31 July - - -
2011
Year ended 31 January 18 August
2012 Dividends on C shares 2011 125p 2,456
18 August
Redemption of B shares 2011 125p 2,146
4,602
4. (Loss)/earnings per share
The calculation of basic (loss)/earnings per share is based on
the loss for the period of GBP2,331,000 (31 July 2011: loss
GBP644,000; 31 January 2012 loss GBP3,134,000) and 1,082,786
ordinary shares (31 July 2011: 1,063,824 (restated); 31 January
2012: 1,075,200), the weighted average number of shares in issue
during the period. There are no dilutive shares in issue at the end
of the period and therefore no diluted earnings per share.
5. Co-investments
The Group's co-investments represent investments in undertakings
for which the Group is also the principal property adviser. The
Group had investments in, and is property adviser to, CBRE
(formerly ING) Covent Garden Limited Partnership and O Twelve
Estates Limited.
31 July 31 July 2011 31 January
2012 2012
GBP000 GBP000 GBP000
Unaudited Unaudited Audited
CBRE Covent Garden Limited Partnership
(6.46% interest)
At 31 January 2012 20 1,997 1,997
Impairment charge (2) (1,813) (1,977)
At 31 July 2012 18 184 20
O Twelve Estates Limited
At 31 January 2012 308 720 720
Fair value adjustment 245 - (259)
Impairment charge - (256) (153)
Disposal proceeds (553) - -
At 31 July 2012 - 464 308
Total co-investments 18 648 328
========== ============= ===========
The Group's investments in ING Covent Garden Limited Partnership
and O Twelve Estates Limited are classified as "available-for-sale
financial assets" in accordance with IAS 39.
In August 2012 the Group received GBP553,000 in respect of the
disposal of the whole of its interest in O Twelve Estates Limited.
This amount is included in receivables as at 31 July 2012.
CBRE (formerly ING) Covent Garden Limited Partnership has ceased
operations and is being wound up.
6. Issued share capital
Ordinary Shares of 14p 31 July 2012 31 July 31 January
2011 2012
Unaudited Unaudited Audited
(restated) (restated)
No. No. No.
Number of ordinary shares
in issue
At 31 January 2012 (shares
of 13p) 2,548,728 3,569,558 3,569,558
Issued in period - 111,938 111,938
Share capital consolidation
* 28 June 2012 (into shares of 14p) (1,456,416) - -
* 3 August 2011 (into shares of 13p) - - (1,132,768)
At 31 July 2012 (shares of
14p) 1,092,312 3,681,496 2,548,728
Shares held by AESOP*
* Unawarded (6,636) (4,367) (5,655)
* Conditionally awarded but not yet earned by employees (4,277) (27,821) (13,337)
Number of ordinary shares
for calculating basic earnings
per share
at period end 1,081,399 3,649,308 2,529,736
(restated) - 1,082,761 1,084,173
weighted average during the
period 1,082,786 3,585,482 2,508,800
(restated) - 1,063,824 1,075,200
*AESOP - the Group's All Employee Share Ownership Plan.
The number of ordinary shares in issue at 31 July 2011 has been
restated for the 9 for 13 share capital consolidation on 3 August
2011 and for the 3 for 7 share capital consolidation on 28 June
2012.
The number of ordinary shares in issue at 31 January 2012 has
been restated for the 3 for 7 share capital consolidation on 28
June 2012.
7. Reduction of Capital and return of cash to Shareholders
On 17 May 2012 the Company published a circular to shareholders
convening a General Meeting to enable a return of cash to
shareholders of 250p per share. The necessary resolutions were
passed at the General Meeting on 6 June 2012. As part of this
process, application was made to the Court for a reduction of
capital and this was confirmed by the Court on 27 June 2012.
Further details of the share capital reduction are in note 8.
On 28 June 2012:
i. the 2,548,728 Ordinary Shares of 13p each were subdivided
into 2,548,728 Ordinary Shares of 6p each, 1,671,121 B shares of 7p
each and 877,607 C shares of 7p each. Shareholders had elected
whether to take B shares or C shares;
ii. the B shares were redeemed by the Company for 250p per
share, to be paid to shareholders on 11 July 2012, and
cancelled;
iii. a dividend was declared of 250p per C share, to be paid to
shareholders on 11 July 2012, and the C shares were cancelled;
and
iv. the 2,548,728 Ordinary Shares of 6p each were consolidated
on a three for seven basis into 1,092,312 Ordinary Shares of 14p
each.
On 11 July 2012 the cash payments, absorbing GBP6,371,820, in
respect of the B share redemptions and the C share dividends were
made to shareholders.
8. Changes in equity
Total
Share Capital Unrealised Own shares Shareholders'
Share premium redemption Retained gains and LTIP held Equity
capital account reserve earnings losses reserve for AESOP Unaudited
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 February
2012 331 6,094 4,402 4,580 - - (140) 15,267
Total comprehensive
income - - - (2,331) - - - (2,331)
AESOP shares
charged to
income statement - - - - - - 21 21
Reduction
of capital (178) - - 178 - - - -
- (4,061) - 4,061 - - - -
Reduction
of share premium
Reduction
of capital
redemption
reserve - - (1,852) 1,852 - - - -
Return of
cash 11 July
2012* - - - (6,372) - - - (6,372)
At 31 July
2012 153 2,033 2,550 1,968 - - (119) 6,585
* Note 3
Total
Share Capital Unrealised Own shares Shareholders'
Share premium redemption Retained gains and LTIP held Equity
capital account reserve earnings losses reserve for AESOP Unaudited
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 February
2011 428 8,189 4,402 9,384 259 656 (121) 23,197
Total comprehensive
income - - - (644) (256) - - (900)
Issue of shares 13 - - - - - - 13
LTIP grants
vested - - - 727 - (727) - -
LTIP charged
to
income statement - - - - - 71 - 71
AESOP shares
purchased - - - - - - (70) (70)
AESOP shares
charged to
income statement - - - - - - 36 36
At 31 July
2011 441 8,189 4,402 9,467 3 - (155) 22,347
Total
Share Capital Unrealised Own shares Shareholders'
Share premium redemption Retained gains LTIP held Equity
capital account reserve Earnings and losses reserve for AESOP Audited
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 February
2011 428 8,189 4,402 9,384 259 656 (121) 23,197
Total comprehensive
expense - - - (3,134) (259) - - (3,393)
LTIP grants
vested 13 - - 727 - (727) - 13
LTIP charged
to
income statement - - - - - 71 - 71
AESOP shares
purchased - - - - - - (72) (72)
AESOP shares
charged to
income statement - - - - - - 53 53
Reduction of
capital (110) - - 110 - - - -
Reduction of
share premium - (2,095) - 2,095 - - - -
Return of cash
18 August 2011* - - - (4,602) - - - (4,602)
At 31 January
2012 331 6,094 4,402 4,580 - - (140) 15,267
* Note 3
9. Notes to the Statement of Cash Flows
Reconciliation of cash flows 6 months to
from operating activities 6 months Year ended
to
31 July 2012 31 July 31 January
2011 2012
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Loss before taxation (2,331) (644) (3,169)
Gains realised on disposal
of financial assets (245) - -
Finance revenue (13) (12) (28)
Income from investments - (1,951) (2,084)
Share based payment charge
- LTIP - 71 71
Share based payment charge
- AESOP 21 36 53
Depreciation 27 28 223
Unrealised impairment losses
on financial assets 2 1,813 2,130
Loss on disposal of property,
plant and equipment - - 3
Cash flows from operating activities
before changes in working capital (2,539) (659) (2,801)
10. Additional information for shareholders
Estimated Shareholder Value 31 July 2012 31 January
2012
GBPm GBPm
Unaudited Unaudited
Net assets per statement of financial
position 6.6 15.3
Further costs and adjustments (estimated
range)
Realisation of property inventory 0.2 - (0.6) 0.9 - 0.8
PRIP obligation (0.1) - (0.1) (0.7) - (0.7)
Redundancy and other contractual termination (0.2) - (0.2) (2.0) - (2.3)
costs
Pre-liquidation trading losses (0.6) - (0.7) (0.7) - (1.0)
Legal, restructuring and liquidation (0.8) - (1.0) (0.6) - (0.9)
costs
Estimated Shareholder value - point
estimate 4.7 11.7
Estimated Shareholder value - estimated 5.1 - 4.0 12.2 - 11.2
range
Shares in issue 1,092,312 2,548,728
Estimated Shareholder value per share
- point estimate 430p 459p
Estimated Shareholder value per share
- probable range 370p - 470p 440p - 480p
Number of ordinary shares 1,092,312 2,548,728
Estimated Shareholder Value per share represents the directors'
current best estimate of the amount which shareholders might expect
to receive if the Company and its subsidiaries are put into
members' voluntary liquidation within the next 12 months.
Shareholders should be aware that:
-- The amounts which may be realised on disposal of the
remaining properties may differ from current expectations and
recent valuations. In the current economic environment the
directors believe the risks are weighted to the downside.
-- The timing and extent of actions to reduce administration
expenses will depend inter-alia on the timing of property sales,
shareholder approval of delisting the Company's shares and
exploration of any alternatives to liquidation. Thus the extent of
trading losses before any formal appointment of a liquidator cannot
be predicted with accuracy.
-- The liquidator's fees and costs incurred during liquidation
together with legal and other professional fees before and during
liquidation and the time scale for finally resolving the affairs of
the Company and its subsidiaries cannot be predicted with
accuracy.
-- There may be latent liabilities or claims against the Company
or its subsidiaries of which the Directors are not aware. The
winding down process itself may bring any such liabilities to
light.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR VBLFXLBFFFBE
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