TIDMWTH
RNS Number : 2191I
Water Hall Group Plc
01 July 2013
FOR IMMEDIATE RELEASE 30 june 2013
Water hall group plc
Final Results and Report and Accounts
Water Hall Group Plc today announces that it has published the
Report and Accounts for the year ended 31 December 2012 ("the
Accounts"), and they are being posted to shareholders. The Accounts
will shortly be available on the Company website,
www.waterhallgroupplc.com and extracts are set out below:
For further information please contact:
Raschid Abdullah, Executive Chairman
Water Hall Group plc 01483 452 333
07768 905 004
Roland Cornish,
Michael Cornish
Beaumont Cornish (Nominated Adviser/Broker) 0207 628 3396
Overview
The year to 31 December 2012 proved to be an active one for
Water Hall Group plc ("the Group" or "Water Hall"). The main
elements were the disposal of Water Hall (England) Limited ("WHE")
- the Group's last remaining assets in the quarry, landfill and
waste management sector - a fundraising and discussions with
Petards Group plc ("Petards"), the Group's 29.99% owned
associate.
On 25 April 2012 the board of Water Hall announced that it had
entered into a contract, conditional upon shareholder consent, to
dispose of WHE for GBP1.25m. Shareholder consent was obtained at a
General meeting held on 11 May 2012 with an initial payment of
GBP1.0m being received on that date and the balance in instalments
of GBP100,000 and GBP150,000 receivable on 29 June and 28 September
respectively. The disposal, which provided for responsibility for
all environmental liabilities to pass to the purchaser, fully exits
Water Hall from quarry, landfill and waste management
activities.
Following shareholder consent on 15 October 2012, Water Hall
raised GBP773,691 before expenses through a combination of a firm
placing for GBP550,000 from the issue of new ordinary shares at
2.5p per share, GBP200,000 of 3.0% unquoted unsecured convertible
loan stock convertible into Water Hall ordinary shares at 2.5p per
share and GBP23,691 from a pre-emptive open offer to shareholders
at 2.5p per share.
In regard to the claim for the potential recovery of the
aggregates levy, this is being pursued by a leading firm of London
solicitors as part of an industry class action against HMRC. Water
Hall's claim is for GBP539,000 plus interest. While the directors
are advised that Water Hall's claim has merit, they understand this
is likely to be a lengthy process and will therefore continue to
monitor progress in this matter. No value has been attributed to
this claim in the accompanying financial statements.
Investments
General Portfolio ("general portfolio")
At the General Meeting to approve the disposal of WHE,
shareholders also approved the Directors' new investing policy.
On 7 May 2013 the board of Water Hall announced that it had
increased the group's equity exposure by acquiring liquid
investment-grade UK equities at a cost of GBP590,000 in accordance
with terms and conditions of the investing policy which were
substantially met.
Following the directors becoming aware of a further Petards
related investment opportunity, on 21 June 2013, the decision was
taken to dispose of the general portfolio for GBP562,000 to ensure
that sufficient funds would be available to complete the
opportunity, further details of which are provided below under
Petards.
Lloyds Banking Group plc ("Lloyds")
In addition to the share portfolio, Water Hall has until
recently retained its investment in 800,000 Lloyds ordinary shares.
At the year end the middle market price of Lloyds shares was 47.92p
placing a valuation on the shares of GBP383,000. For the same
reason as the general portfolio was sold, the Lloyds shares were
also sold on the same day realising GBP498,000.
Petards Group plc ("Petards")
Water Hall currently owns 3,259,933 ordinary shares of Petards
representing 29.99% of its issued ordinary share capital.
On 30 September 2010 following an invitation by the directors of
Petards, Osman Abdullah, an employee of Water Hall, joined the
board as a non-executive director. On 20th September 2012,
following a number of discussions between the directors of the two
companies, Petards announced that it had received a takeover
approach from Water Hall and was therefore in a statutory offer
period as defined under the Rules governing UK takeovers ("the
Rules"). During the 28 day period that followed ("offer period"),
two proposals conditional upon satisfactory due diligence were
tabled by Water Hall to the Petards' board, neither of which found
favour with its directors. Under the Rules, Water Hall was
precluded, except in very special circumstances, from making a
further offer for Petards for a period of 6 months from the
expiration of the offer period.
Following the rejection of Water Hall's proposals, on 26 October
2012 the directors of Petards announced a pre-emptive open offer of
shares for its shareholders, on the basis of approximately seven
new shares for every ten shares then owned, raising approximately
GBP1.125m before expenses, at 25p per share. The purpose of raising
new equity was to provide additional working capital, in particular
for a four year GBP8.0m rail contract that Petards had recently
been awarded for the provision of its on-board digital CCTV
systems, and to accelerate product development.
The directors of Water Hall considered it was in the best
interests of the shareholders for Water Hall to subscribe for its
full entitlement under the open offer. The Company therefore
invested a further GBP337,458 for 1,349,833 new ordinary shares,
increasing its shareholding to its present holding of 3,259,933
ordinary shares, thereby maintaining its shareholding at 29.99% of
Petards enlarged share capital.
At the instigation of Water Hall, following exchanges of
correspondence between Water Hall and the chairman of Petards in
December last year and January of this year, culminating in Water
Hall requisitioning a General Meeting of Petards and sending a
letter to Petards shareholders seeking their support for his
removal as a director, the chairman of Petards announced his
resignation and I was appointed chairman with executive
responsibility on 22 January 2013.
The reasons for seeking the previous chairman's removal were
documented in Water Hall's letters to Petards shareholders dated 4
January and 11 January 2013, but essentially focused on the poor
financial performance of Petards over several years, which Water
Hall considered had been and was continuing to be detrimental to
the interests of shareholder value for Petards shareholders. Since
my appointment as chairman of Petards, it has become clear that the
change was necessary and overdue; and further changes remain to be
made if Petards is to have any chance of achieving its potential by
sustainable growth through product development and wider market
presence.
Since it became an associate on 18 June 2010, the investment in
Petards has been carried at cost plus Water Hall's share of
subsequent changes in Petards net assets. While the Directors
regard that the investment in Petards retains significant potential
underlying value, having regard for Petards share price and market
capitalisation, it has been considered more appropriate to include
the carrying value of the investment in Water Hall's 2012 financial
statements at its middle market vale of GBP733,000 at 31st December
2012. Accordingly provision for impairment of GBP1.091m has been
charged in Water Hall's income statement for the year. Further
details on Petards can be found on its website www.petards.com.
On 27th June 2013 Water Hall acquired from Lloyds TSB Commercial
Finance and Bank of Scotland ("the Banks") full title, rights and
security attaching to the outstanding working capital and
receivables finance facilities provided by the Banks to Petards. On
completion, the amount owing by Petards to the Banks, which is now
owed to Water Hall, was approximately GBP1.150m. the consideration
and other related costs paid by Water Hall to the Banks amounted to
GBP490,000 in cash, funded from cash balances. GBP175,000 was also
advanced to Petards immediately prior to completion.
The Petards indebtedness is secured by a fixed and floating
charge over the assets and business of Petards and its
subsidiaries. The Banks have assigned their full security interests
to Water Hall. The board of Water Hall is now in the process of
discussing with the board of Petards how the two companies can work
together with a view to making available to Petards funding for
their ongoing working capital needs and it is hoped to announce the
conclusions of these discussions shortly.
Results 2012
Water Hall's continuing operations comprise corporate costs and
investments.
Administrative expenses for the year were GBP618,000 (2011-
GBP654,000). Other gains (2011 losses) amounted to GBP176,000 (2011
GBP318,000) arising from an increase (2011 decrease) in the value
of the investment in Lloyds.
Water Hall's share of Petards profit after tax was GBP60,000
(2011 GBP94,000). As explained above, a provision for impairment of
the investment in Petards of GBP1.091m has been made to reduce the
investment carrying value to market value at 31 December 2012.
The loss for the year from continuing operations before and
after tax was GBP1.473m (2011 GBP876,000) and the profit from
discontinued operations was GBP595,000 (2011 GBP123,000), arising
mainly from the sale of waste management activities. The loss for
the year was GBP878,000 (2011 GBP753,000).
Basic and diluted loss per share for the year was 1.43p (2011
1.33p). Basic and diluted loss per share for the year from
continuing operations was 2.39p (2011 1.55p).
No dividend is payable.
Cash flow used in operations was GBP1.059m (2011 GBP669,000) and
cash generated from investing activities was GBP1.091m (2011
GBP432,000). the principal cash inflow movements within investing
activities were the proceeds of sale of the waste management
operations and the related release of funds held in escrow for
environmental obligations. The principal cash outflow movement was
the purchase of additional Petards shares for GBP337,000. The
increase in free cash and cash equivalents during the year was
GBP749,000 (2011 decrease of GBP237,000). At 31 December 2012 the
Group had cash and cash equivalents of GBP947,000 (2011
198,000).
The middle market value of investments at 31 December 2012 was
GBP1.116m (2011 GBP627,000), of which Petards represented
GBP733,000 (2011 GBP420,000).
Total equity at 31 December 2012 was GBP1.777m (2011 GBP2.135m)
representing 2.23p (2011 3.77p) per ordinary share.
Personnel
While employee numbers were reduced on the disposal of Water
Hall (England) limited, thanks should be given to those who ceased
to be employees of the Group as a consequence. through a long
period of uncertainty over their future, they continued to give
loyal service to Water Hall.
Future
While the Group no longer has any trading activities and is
small in terms of quoted companies, it the intention of the
directors to see Water Hall develop into a larger group and
therefore all aspects of the investing policy approved by
shareholders at the General Meeting held on 11 May 2012 remain open
for the Directors to pursue. In this context a number of
acquisition opportunities have been reviewed. In some cases the
timing has not been right for the vendors to obtain a UK listing
and in others the businesses have not been considered suitable. the
Directors will continue to review other prospective
opportunities.
Conclusion
While Petards has not been an easy ride, Water Hall's Directors
believe that the sectors in which Petards operates and its long
experience of operating within them provide a good base from which
to develop a larger business with a wider spread of activities.
The Annual General Meeting of Water Hall will be held on 30 July
at 12 noon at The County Club, 158 High Street, Guildford, Surrey
GU1 3HJ when all shareholders are welcome to attend, meet its
management and discuss the Company's affairs.
Raschid Abdullah
Chairman
30 June 2013
CONSOLIDATED INCOME STATEMENT
For the year ended 31December 2012
2012 2011
Note GBP000 GBP000
Continuing operations
Administrative expenses (618) (654)
Other gains/(losses) 176 (318)
Share of profit of associate 4 60 94
Impairment of associate (1,091) -
============== ==============
Operating loss (1,473) (878)
Finance income - 2
============== ==============
Loss before income tax 4 (1,473) (876)
Income tax expense - -
============== ==============
Loss for the year from continuing
operations (1,473) (876)
Discontinued operations
Profit for the year from
discontinued operations 4 595 123
============== ==============
Loss for the year (878) (753)
============== ==============
Loss per share
From continuing and discontinued
operations
basic 5 (1.43)p (1.33)p
diluted (1.43)p (1.33)p
From continuing operations
basic diluted
(2.39)p (1.55)p
(2.39)p (1.55)p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AND EXPENSE
For the year ended 31 December 2012
2012 2011
GBP000 GBP000
Loss for the year (878) (753)
============= =============
Total recognised loss for
the year (878) (753)
============= =============
All attributable to equity
shareholders of the Company
CONSOLIDATED BALANCE SHEET
As at 31 December 2012
2012 2011
GBP000 GBP000
Assets
Non-current assets
Property, plant and equipment
(note 6) - -
Interest in associate 733 1,427
=========== ===========
733 1,427
=========== ===========
Current assets
Trade and other receivables 24 32
Financial assets at fair
value through profit or loss 383 207
Cash and cash equivalents 947 198
Assets held for sale - 1,834
=========== ===========
1,354 2,271
=========== ===========
Total assets 2,087 3,698
=========== ===========
Equity and liabilities
Share capital 796 567
Share premium 296 8
Other reserves 109 106
Retained earnings 576 1,454
=========== ===========
Total equity 1,777 2,135
=========== ===========
Liabilities
Non-current liabilities
Convertible loan note 199 -
=========== ===========
199 -
=========== ===========
Current liabilities
Trade and other payables 111 144
Liabilities associated with
assets classified as held
for sale - 1,419
=========== ===========
111 1,563
=========== ===========
Total liabilities 310 1,563
=========== ===========
Total equity and liabilities 2,087 3,698
=========== ===========
The financial statements were approved by the board of directors
on 28 June 2013 and authorised for issue on 30 June 2013. They were
signed on its behalf by:
RM Abdullah
Chairman
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2012
Employee
Share Share Equity share-based Retained
capital premium reserve payment earnings Total
GBP000 GBP000 GBP000 reserve GBP000 GBP000
GBP000
At 1 January
2011 567 8 - 106 2,207 2,888
Total
comprehensive
loss - - - - (753) (753)
=============== =============== =============== ==================== ================ ==============
At 31
December
2011 567 8 - 106 1,454 2,135
Total
comprehensive
loss - - - - (878) (878)
Issue of share
capital 229 288 - - - 517
Equity
component
of
convertible
loan note - - 3 - - 3
=============== =============== =============== ==================== ================ ==============
At 31
December
2012 796 296 3 106 576 1,777
=============== =============== =============== ==================== ================ ==============
All attributable to equity shareholders of the Company
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31December 2012
2012 2011
GBP000 GBP000
Cash flows from operating activities
Loss from operations - continuing
operations (1,473) (878)
Profit from operations - discontinued
operations 605 153
============== ==============
Loss from operations (868) (725)
Adjustments for:
Depreciation of property, plant
and equipment - 2
Gain on disposal of property,
plant, equipment and assets
held-for-sale (700) (376)
(Gain)/loss on investments (176) 318
Share of profit of associate (60) (94)
Impairment of associate 1,091 -
Decrease in provisions - (130)
============== ==============
Operating cash outflows before
movements in working capital (713) (1,005)
Decrease in receivables 17 191
(Decrease)/increase in payables (363) 145
============== ==============
Cash used in operations (1,059) (669)
============== ==============
Cash flows from investing activities
Purchase of property, plant
and equipment - (1)
Proceeds from sale of property,
plant, equipment and assets
held-for-sale 1,107 391
Purchase of investment in associate (337) -
Net interest received 4 8
Amounts transferred from Environment
Agency escrow accounts 317 34
============== ==============
Net cash from investing activities 1,091 432
============== ==============
Cash flows from financing activities
Proceeds from issue of convertible 200 -
loan note
Net proceeds from issue of shares 517 -
============== ==============
Net cash from financing activities 717 -
============== ==============
Net increase/(decrease) in cash
and cash equivalents 749 (237)
============== ==============
Cash and cash equivalents at
beginning of year 198 435
============== ==============
Cash and cash equivalents at
end of year 947 198
============== ==============
During the year discontinued operations utilised GBP415,000
(2011 - generated GBP15,000) of the Group's net operating cash
flows and received GBP1,426,000 (2011 - GBP431,000) in respect of
investing activities
NOTES TO THE FINANCIALSTATEMENTS
1. GENERAL INFORMATION
Water Hall Group plc (the "Company") is a public limited
company, incorporated in the UK, and listed on the AIM market.
2. ADOPTION OF NEW AND REVISED STANDARDS
The interpretations and amendments to IFRS effective for 2012
have not had a significant impact on the Group's accounting
policies or financial statements.
At the date of authorisation of these financial statements, the
following standards and amendments which have not been applied in
these financial statements were in issue but not yet effective (and
in some cases had not yet been adopted by the EU):
IAS 19 (revised) Employee Benefits
IAS 1 Presentation of Items of Other Comprehensive Income -
Amendments to IAS1
IFRS 7 Disclosures - Offsetting FinancialAssets and
FinancialLiabilities
IFRS 9 Financial Instruments
IFRS 10 Consolidated Financial Statements and IAS 27
SeparateFinancial Statements
IFRS 11 Joint Arrangements and amendments to IAS 28 Investments
in Associates and Joint Ventures
IFRS 12 Disclosure of Interests in Other Entities
IFRS 13 Fair Value Measurement
IAS 32 Offsetting Financial Assets and Financial Liabilities
Additionally a number of interpretations have been issued.
The directors anticipate that the adoption of these standards,
amendments and interpretations in future periods will have no
material impact on the financial statements of the Group but may
impact the accounting for future transactions and arrangements.
3. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING
Whilst the financial information included in this preliminary
announcement has been prepared in accordance with the recognition
and measurement criteria of International Financial Reporting
Standards ("IFRS"), this announcement does not contain sufficient
information to comply with IFRS's.
The parent company financial statements and the group financial
statements have been prepared in accordance with IFRS's. The
financial statements have also been prepared in accordance with
IFRSs adopted by the European Union and therefore the Group
financial statements comply with Article 4 of the EUIAS
Regulation.
The consolidated financial statements have been prepared under
the historical cost convention as modified by the revaluation of
financial assets at fair value through profit and loss.
The accounting policies set out below have been applied
consistently to all periods presented in these financial
statements.
BASIS OF CONSOLIDATION
The group financial statements consolidate those of the Company
and its subsidiaries (together referred to as the "Group"). The
parent company financial statements present information about the
Company as a separate entity and not about its group.
Subsidiaries are entities controlled by the Group. Control
exists when the Group has the power, directly or indirectly, to
govern the financial and operating policie sof an entity so as to
obtain benefits from its activities. In assessing control,
potential voting rights that are currently exercisable or
convertible are taken into account. The financial statements of
subsidiaries are included in the consolidated financial statements
from the date that control commences until the date that control
ceases.
GOING CONCERN
The directors are required to consider whether or not to adopt
the financial statements on the basis that the Group and the
Company are going concerns. As part of its normal business practice
the Group prepares annual and longer term plans. The events
disclosed in Note 7 have been included in the consideration of
going concern and the future plans of the group. In considering
this information for 2013 and 2014 and having regard to the
uncertain economic environment, existing cash resources, the listed
investment in Petards, payments to acquire Petards bank debt after
the year end and expected to arise subsequently in relation to
Petards, and the absence of any bank borrowings, the directors have
a reasonable expectation that the Group and the Company have
adequate resources to continue in operational existence for the
foreseeable future, a period not less than twelve months from the
date of this report. For this reason they continue to adopt the
going concern basis in preparing the Financial Statements.
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are carried at cost less amounts
written off to reflect any impairment in value. Any impairment is
charged to the income statement as it arises.
INTEREST IN ASSOCIATE
An associate is an entity over which the Group has significant
influence and that is neither a subsidiary nor an interest in a
joint venture. Significant influence is the power to participate in
the financial and operating policy decisions of the investee but is
not control or joint control over those policies.
The results and assets and liabilities of the associate are
incorporated in these financial statements using the equity method
of accounting. Under the equity method, the interest in associate
is carried in the balance sheet at cost as adjusted for
post-acquisition changes in the Group's share of the net assets of
the associate, less any impairment in the value of the investment.
Losses of an associate in excess of the Group's interest in that
associate are recognised only to the extent that the Group has
incurred legal or constructive obligations or made payments on
behalf of the associate.
Any excess of the cost of acquisition over the Group's share of
the net fair value of the identifiable assets, liabilities and
contingent liabilities of the associate recognised at the date of
acquisition is recognised as goodwill. The goodwill is included
within the carrying amount of the investment and is assessed for
impairment as part of that investment. Any impairment is recognised
immediately in the income statement.
Where a group entity transacts with an associate of the Group,
profits and losses are eliminated to the extent of the Group's
interest in the relevant associate.
FINANCIAL ASSETS
Financial assets are classified into the following specified
categories: financial assets at fair value through profit or loss
and available-for-sale financial assets. The classification depends
on the nature and purpose of the financial assets and is determined
at the time of initial recognition.
All financial assets are recognised and derecognised on the
trade date, which is the date that the Group commits to purchase or
sell the asset, and are initially measured at fair value, plus
transaction costs, except for those financial assets classified as
at fair value through profit or loss, which are initially measured
at fair value and transaction costs are expensed in the income
statement. Financial assets are derecognised when the rights to
receive cash flows from the investments have expired or have been
transferred and the Group has transferred substantially all risks
and rewards of ownership.
Financial assets at fair value through profit or loss are
financial assets held for trading. A financial asset is classified
in this category if it has been acquired principally for the
purpose of selling in the short-term. Assets in this category are
stated at fair value, with any resultant gain or loss recognised in
the income statement, and they are classified as current assets.
The net gain or loss recognised in profit or loss incorporates any
dividend or interest earned on the financial asset. Listed shares
designated as financial assets at fair value through profit or loss
are carried at mid-market price.
TRADE AND OTHER RECEIVABLES
Trade and other receivables are stated at their nominal amount
(discounted if material) less impairment losses.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash balancesand call
deposits.
ASSETS HELD-FOR-SALE
Assets are classified as held-for-sale if their carrying amount
will be recovered principally through a sale transaction rather
than through continuing use. This condition is regarded as met only
when the sale is highly probable and the asset is available for
sale in its present condition. The anticipated disposal should be
expected to qualify for recognition as a completed sale within one
year from the date of classification.
Assets classified as held-for-sale are measured at the lower of
their previous carrying amount and fair value less costs to
sell.
REVENUE
Revenue, all of which arose in the United Kingdom, represented
the amounts charged to third parties, net of Value Added Tax.
EXPENSES
Operating lease payments
Payments made under operating leases are recognised in the
income statement on a straight line basis over the term of the
lease.
INCOME FROM INVESTING ACTIVITIES
Interest income is recognised in the income statement as it
accrues, using the effective interest method. Dividend income is
recognised on the date the entity's right to receive payments is
established.
FOREIGN CURRENCIES
Transactions in foreign currencies are translated at the foreign
exchange rate ruling at the date of the transaction.
TAXATION
Tax on the profit or loss for the year comprises current and
deferred tax. Tax is recognised in the income statement except to
the extent that it relates to items recognised directly in equity,
in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income
for the year, using tax rates enacted or substantively enacted at
the balance sheet date, and any adjustment to tax payable in
respect of previous years.
Deferred taxation is provided in full on timing differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation
purposes that result in an obligation at the balance sheet date to
pay more tax, or a right to pay less tax at a future date, at rates
expected to apply when they crystallise based on current tax rates
and law. The following timing differences are not provided for:
-- the initial recognition of assets or liabilities that affect
neither accounting nor taxable profit other than in a business
combination, and
-- differences relating to investments in subsidiaries to the
extent that they will probably not reverse in the foreseeable
future.
The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively
enacted at the balance sheet date.
Timing differences arise from the inclusion of items of income
and expenditure in taxation computations in periods different from
those in which they are included in financial statements. A
deferred tax asset is recognised only to the extent that it is
regarded as probable that future taxable profits will be sufficient
to utilise the available relief. Deferred tax assets and
liabilities are not discounted.
PENSION COSTS
The Group contributed to a defined contribution stakeholder
pension scheme. Pension costs in respect of this scheme have been
charged to the income statement as they fell due.
SHARE BASED PAYMENTS
The Group has used share options as consideration for services
received from employees.
Equity-settled share-based payments to employees are measured at
fair value at the date of grant. The fair value determined at the
grant date of such an equity-settled share-based instrument is
expensed on a straight-line basis over the vesting period, based on
the Group's estimate of the shares that will eventually vest.
Fair value is measured using the Black-Scholes model. The
expected life used in the model has been adjusted based on
management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group makes estimates and assumptions concerning the future,
which by definition will seldom result in actual results that match
the accounting estimate. The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying
amount of assets and liabilities within the next financial period
are set out below.
Income taxes
The Group has carried forward tax losses. Judgement is required
in determining deferred tax assets based on an assessment of the
probability that taxable profits will be available against which
carried forward losses can be utilised.
Where the final tax outcome of these matters is different from
the amounts that were initially recorded, such differences will
impact the income statement in the period in which such a
determination is made.
Carrying value of investment in associated company
Justification for the carrying value of the investment in the
associated company is based on the Group's estimates of the future
earnings, cash flow and potential market value. Such estimates are
based on broker's forecasts and the knowledge gained of Petards'
business by the Group's directors and senior management.
Should the anticipated improvements in profitability and cash
flow not materialise the carrying value may be adversely
impacted.
4. SEGMENTAL ANALYSIS
The Group had one activity and business segment other than
holding investments; this was waste management and following the
sale of Water Hall (England) Limited it has been classified as a
discontinued operation.
The segment results are as follows:
Segment
profit/(loss)
2011
2012 GBP000
GBP000
Continuing operations
Corporate expenses (618) (654)
Other gains/(losses) 176 (318)
Impairment of associate (1,091) -
Share of profit of associate 60 94
Finance income - 2
--------- ---------------
Loss before tax - continuing operations (1,473) (876)
--------- ---------------
Discontinued operations
Waste Management (95) (223)
Other gains 700 376
Finance charge (10) (30)
--------- ---------------
Profit before tax - discontinued
operations 595 123
--------- ---------------
Loss for the year (878) (753)
========= ===============
All revenue, profits and losses arise from activities within the
United Kingdom. Revenue from discontinued operations in 2012 was
GBP4,000 (2011 - GBP26,000).
The Group has adopted IFRS 8 Operating Segments which requires
operating segments to be identified on the basis of internal
reports about components of the Group that are regularly reviewed
by the chief operating decision maker in order to allocate
resources to the segment and to assess its performance. The Group's
only reportable segment was waste management as described
above.
The segment result represents the result of the only segment
without allocation of corporate costs (central administration
including directors salaries).
The segmental assets and liabilities at 31 December 2012 are as
follows:
2012 2011
Segmental assets and liabilities GBP000 GBP000
Discontinued operations
Waste management assets - 1,834
Waste management liabilities and
provisions - (1,419)
======= =======
- 415
======= =======
Corporate assets 2,087 1,864
Corporate liabilities (310) (144)
======= =======
1,777 1,720
======= =======
Consolidated net assets 1,777 2,135
======= =======
All net assets are held in the United Kingdom. Corporate
unallocated assets and liabilities comprise those assets and
liabilities not directly attributable to the operating segment.
5. LOSS PER ORDINARY SHARE 2012 2011
The calculation of basic and diluted
loss per ordinary share is based
on:
The weighted average number of ordinary
shares in issue during the year 61,581,585 56,691,102
=============== ================
GBP000 GBP000
The loss for the year - continuing
operations (1,473) (876)
The profit for the year - discontinued
operations 595 123
=============== ================
The loss for the year for the purpose
of basic and diluted earnings per
share (878) (753)
=============== ================
6. PROPERTY, PLANT AND
EQUIPMENT
Group Landfill Land Plant
and and
Resources Buildings Equipment Total
GBP000 GBP000 GBP000 GBP000
Cost
At 1 January 2011 4,014 682 1,915 6,611
Additions - - 1 1
Reclassified as held for
sale (4,014) (624) (1,736) (6,374)
Disposals - (58) (30) (88)
============== =========== =========== ===========
At 31 December 2011 - - 150 150
Disposals - - (18) (18)
============== =========== =========== ===========
At 31 December 2012 - - 132 132
============== =========== =========== ===========
Depreciation and impairment
At 1 January 2011 4,014 198 1,911 6,123
Depreciation charge - - 2 2
Reclassified as held for
sale (4,014) (140) (1,733) (5,887)
Disposals - (58) (30) (88)
============== =========== =========== ===========
At 31 December 2011 - - 150 150
Disposals - - (18) (18)
============== =========== =========== ===========
At 31 December 2012 - - 132 132
============== =========== =========== ===========
Net book value 2012 and - - - -
2011
============== =========== =========== ===========
The property, plant and equipment with attributable net book
value at 31 December 2011 all related to Water Hall (England)
Limited and was reclassified as assets held for sale at that date
as a consequence of the sale of Water Hall (England) Limited in
2012.
7. POST BALANCE SHEET EVENTS AND RELATED PARTY TRANSACTION
On 7 May 2013 the Company bought liquid investment-grade UK
equities at a cost of GBP590,000 in order to implement its
investment policy. Subsequently on 21 June 2013 all these
investments were sold for GBP562,058 before expenses. Also on the
same day the Company sold for GBP498,399 its holding of 800,000
Lloyds shares, the book value of which at 31 December 2012 was
GBP383,000. The sales were made partly to provide cash funds for an
investment completed on 27 June 2013. This investment was the
acquisition from Petards bankers, Lloyds TSB Commercial and Bank of
Scotland, for GBP490,000 including other associated costs, of the
total indebtedness of Petards to its bankers amounting to
approximately GBP1,150,000 on completion. GBP175,000 was also
advanced to Petards immediately prior to completion. As part of the
transaction Petards bankers assigned their full security interests
held against the debt, comprising a fixed and floating charge over
the assets and business of Petards and its subsidiaries. The total
facility is for GBP1.65m. Water Hall will therefore make up to
GBP325,000 available to Petards on commercial terms to provide
additional working capital.
The financial information set out above does not constitute the
company's statutory accounts for the years ended 31 December 2012
or 2011, but is derived from those accounts. Statutory accounts for
2011 have been delivered to the Registrar of Companies and those
for 2012 will be delivered following the company's annual general
meeting. The auditors have reported on those accounts; their
reports were unqualified, did not draw attention to any matters by
way of emphasis without qualifying their report and did not contain
statements under 498(2) or (3) Companies Act 2006 or equivalent
preceding legislation.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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