REG - Tanfield Group PLC - Interim Results for the six months to 30 June 2022
09/09/2022 07:00
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RNS Number : 8320Y Tanfield Group PLC 09 September 2022
This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Tanfield Group Plc
("Tanfield" or "the Company")
Interim Results for the six-month period to 30 June 2022
Tanfield, an investing company as defined by AIM Rules, announces its half
year results for the period ending 30 June 2022. The unaudited financial
information will shortly be available on the Company website
at www.tanfieldgroup.com (http://www.tanfieldgroup.com) .
Background
· Tanfield is a 49% shareholder in the equity of Snorkel International
Holdings LLC ("Snorkel") following the joint venture between the Company and
Xtreme Manufacturing LLC ("Xtreme") (the "Contemplated Transaction"), a
company owned by Don Ahern of Ahern Rentals Inc, relating to Snorkel, in
October 2013.
· The Snorkel investment is valued at £19.1m. The outcome of the US
and UK Proceedings referenced below could have an impact on this valuation.
· On 22 October 2019, the Company announced that it had received a
Summons and Complaint, filed in Nevada (the "US Proceedings") by subsidiaries
of Xtreme, relating to the Contemplated Transaction.
· On 24 October 2019, the Company announced it had become necessary to
issue and serve a claim in the English High Court against Ward Hadaway (the
"UK Proceedings"), the solicitor acting for the Company at the time of the
Contemplated Transaction, in order to fully protect the Company's rights
pending the outcome of the US Proceedings.
· On 26 February 2021, Ward Hadaway was granted permission to join
Foulston Siefkin, Tanfield's US based law firm who were retained in 2013 to
draft the documents governed by US law relating to the Contemplated
Transaction, into the UK Proceedings. As a result, the Company amended its
claim to include Foulston Siefkin as a second defendant.
· The Company's operating loss in H1 2022 increased to £311k (H1 2021:
£187k) as a consequence of increased legal fees during the period, with the
retained loss for the period increasing further to £499k (H1 2021: £268k) as
a consequence of increased finance expense.
· The Board believe that further loan funding may be necessary to
ensure that the Company continues to protect its investment in Snorkel. As
announced on 24 August 2022, the Company continues to receive the support of
its Shareholders via loan note subscriptions in order to provide the necessary
funding for its day-to-day running costs, including the ongoing costs of the
US and UK Proceedings, and the Board are of the opinion that further funding
will be made available.
Overview of investments
As announced on 24 August 2022, during the first 6 months of 2022 Snorkel has
continued to recover from the impact of the global COVID-19 pandemic and has
seen sales in the first 6 months increase to US$88.6m, up from US$71.7m for
the same period in 2021. Further information relating to the recent
performance of Snorkel can be found in the 24 August 2022 announcement.
The Board confirm that both the US and UK Proceedings are continuing to
progress and that the Board believes a positive outcome to either/both
proceedings is possible. So far as it is necessary, the Company will
continue to vigorously defend and advance its position in both proceedings,
whilst continuing to seek advice.
Further updates will be provided to Shareholders as and when appropriate.
For further information:
Tanfield Group
Plc
020 7220 1666
Daryn
Robinson
WH Ireland Limited - Nominated Advisor / Broker
James Joyce / Megan
Liddell
020 7220 1666
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDING 30 JUNE 2022
Six months to Six months to Year to
30 Jun 22 (unaudited) 30 Jun 21 (unaudited) 31 Dec 21
(audited)
£000's £000's £000's
Revenue - - -
Staff costs (52) (51) (93)
Other operating income 10 9 19
Other operating expenses (269) (145) (295)
Loss from operations (311) (187) (369)
Finance expense (188) (81) (145)
Finance income - - -
Net finance expense (188) (81) (145)
Loss from operations before tax (499) (268) (514)
Taxation - - -
Loss & total comprehensive income for the period attributable to equity (499) (268) (514)
shareholders
Loss per share from operations
Basic and diluted (p) (0.31) (0.16) (0.32)
BALANCE SHEET
AS AT 30 JUNE 2022
30 Jun 22 30 Jun 21 31 Dec 21
(unaudited) (unaudited) (audited)
£000's £000's £000's
Non current assets
Non current Investments 19,100 19,100 19,100
19,100 19,100 19,100
Current assets
Trade and other receivables 67 36 23
Cash and cash equivalents 1,368 739 588
1,435 775 611
Total assets 20,535 19,875 19,711
Current liabilities
Trade and other payables 132 54 72
132 54 72
Non-current liabilities
Other payables 2,958 1,631 1,695
2,958 1,631 1,695
Total liabilities 3,090 1,685 1,767
Equity
Share capital 8,145 8,145 8,145
Share premium 17,336 17,336 17,336
Share option reserve - 331 -
Special reserve 66,837 66,837 66,837
Merger reserve 1,534 1,534 1,534
Retained earnings (76,407) (75,993) (75,908)
Total equity 17,445 18,190 17,944
Total equity and total liabilities 20,535 19,875 19,711
STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Share option reserve Merger reserve Special reserve Retained earnings Total
£000's £000's £000's £000's £000's £000's £000's
Six months to 30 June 2022 (unaudited)
At 1 January 2022 8,145 17,336 - 1,534 66,837 (75,908) 17,944
Comprehensive income
Loss for the period - - - - - (499) (499)
Total comprehensive income for the period - - - - - (499) (499)
At 30 June 2022 8,145 17,336 - 1,534 66,837 (76,407) 17,445
Six months to 30 June 2021 (unaudited)
At 1 January 2021 8,145 17,336 331 1,534 66,837 (75,725) 18,458
Comprehensive income
Loss for the period - - - - - (268) (268)
Total comprehensive income for the period - - - - - (268) (268)
At 30 June 2021 8,145 17,336 331 1,534 66,837 (75,993) 18,190
Year to December 2021 (audited)
At 1 January 2021 8,145 17,336 331 1,534 66,837 (75,725) 18,458
Comprehensive income
Loss for the year - - - - - (514) (514)
Total comprehensive income for the year - - - - - (514) (514)
Transactions with owners in their capacity as owners:-
Share based payments (331) 331 -
At 31 December 2021 8,145 17,336 - 1,534 66,837 (75,908) 17,944
CASH FLOW STATEMENT
FOR THE SIX MONTHS ENDING 30 JUNE 2021
Six months to 30 Jun 22 (unaudited) Six months to 30 Jun 21 (unaudited) Year to
31 Dec 21
(audited)
£000's £000's £000's
Loss from operations (499) (268) (514)
Adjustment for:
Finance costs 188 81 145
Changes in operating assets and liabilities / working capital:
(Increase)/decrease in receivables (44) (12) 1
Increase/(decrease) in payables 60 (36) (18)
Net cash used in operating activities (295) (235) (386)
Cash flow from financing activities
Proceeds from borrowings 1,075 450 450
Net cash generated by financing activities 1,075 450 450
Net increase in cash and cash equivalents 780 215 64
Cash and cash equivalents at the start of period 588 524 524
Cash and cash equivalents at the end of the period 1,368 739 588
1 Basis of preparation
The Interim Report of the Company for the six months ended 30 June 2022 has
been prepared in accordance with AIM Rule 18 and not in accordance with IAS34
"Interim Financial Reporting" therefore is not fully in compliance with IFRS.
The half year report does not constitute financial statements as defined in
Section 434 of the Companies Act 2006 and does not include all of the
information and disclosures required for full annual statements. It should
be read in conjunction with the annual report and financial statements for the
year ended 31 December 2021 which is available on request from the Company's
registered office, c/o Weightmans LLP, 1 St James' Gate, Newcastle upon Tyne,
NE99 1YQ or can be downloaded from the corporate website
www.tanfieldgroup.com.
2 Accounting Policies
Impact of accounting standards to be applied in future periods
There are a number of standards and interpretations which have been issued by
the International Accounting Standards Board that are effective for periods
beginning subsequent to 31 December 2022 that the Group has decided not to
adopt early. The Group does not believe these standards and interpretations
will have a material impact on the financial statements once adopted.
3 Loss per share
The calculation of the basic and diluted loss per share is based on the
following data:
Six months Six months Year to
to 30 Jun 22 to 30 Jun 21 31 Dec 21
Number of shares 000's 000's 000's
Weighted average number of ordinary shares for the purposes of basic earnings 162,907 162,907 162,907
per share
Loss From operations £000's £000's £000's
Loss for the purposes of basic earnings per share being net profit (499) (268) (514)
attributable to owners of the parent
Loss per share from operations
Basic and diluted (p) (0.31) (0.16) (0.32)
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