REG - Westminster Group - Final Results <Origin Href="QuoteRef">WSG.L</Origin> - Part 2
09/06/2016 07:08
- Part 2: For the preceding part double click ID:nRSI6557Aa
(129) (10) (23) (5) (167)
Apportionment of central overheads (1,063) (498) 1,645 (84) -
Segment Operating result (1,342) (947) 10 (125) (2,404)
Finance cost - - (37) - (37)
Income tax (charge)/benefit 9 - - - 9
Loss for the financial year (1,333) (947) (27) (125) (2,432)
Segment assets 1,331 1,899 2,313 59 5,602
Segment liabilities 462 1,880 821 21 3,184
Capital expenditure 280 6 110 3 399
4. Operating exceptional items
2015 2014
£'000 £'000
Loss of margin arising from fall in passenger numbers due to Ebola crisis 1,120 537
Loss on disposal of property, plant and equipment - 20
Restructure costs -- Longmoor. 2014 represents fixed costs eliminated in the year - 87
Receipt from vendors of CTAC (dispute on acquisition consideration price) (77) -
1,043 644
5. Finance cost
2015 2014
£'000 £'000
Finance costs:
Interest payable on bank and other borrowings (1) (10)
Coupon Interest payable on convertible loan notes (121) (88)
(122) (98)
Finance income:
Amortised finance cost on convertible loan notes (216) 61
Finance costs and income, net (338) (37)
6. Taxation
Analysis of (credit)/charge in year
2015 2014
£'000 £'000
Reconciliation of effective tax rate
Loss on ordinary activities before tax (1,988) (2,441)
Loss on ordinary activities multiplied by the standard rate of corporation tax in the UK of 20.0% (398) (489)
Effects of:
Expenses not deductible for tax purposes 77 60
Capital allowances less than depreciation (72) 85
Other short term timing differences 3 15
Recognised/unrecognised losses carried forward 390 329
Potential Charge in Overseas Subsidiary 7 (9)
Total tax charge/(credit) 7 (9)
Tax losses available for carry forward (subject to HMRC agreement) were £10.9m
(2014: £8.9m).
7. Loss per share
Loss per share is calculated by dividing the loss attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding
during the year.
For diluted earnings per share the weighted average number of ordinary shares
in issue is adjusted to assume conversion of all dilutive potential ordinary
shares. Only those outstanding options that have an exercise price below the
average market share price in the year have been included. The weighted
average number of ordinary shares is calculated as follows:
2015 2014
'000 '000
Issued ordinary shares
Start of year 55,145 46,949
Effect of shares issued during the year 2,029 2,290
Weighted average basic and diluted number of shares for year 57,174 49,239
For the years ended 31 December 2015 and 2014, the issue of additional shares
on exercise of outstanding share options would decrease the basic loss per
share and there is therefore no dilutive effect. Loss per share excluding was
3.49p (2014: 4.94p).
8. Convertible Loan Notes
The Company had the following convertible loan notes outstanding during the
year.
Secured Convertible Loan Notes ("CLN") Senior Unsecured Zero Coupon Convertible Preference Notes ("CULN")
Amount £2.245m £1.65m drawn down £0.75m outstanding at 31 Dec 2015
Conversion Price 35p
Security Secured fixed and floating subordinate to HSBC Unsecured
Redemption Date 19 June 2018 Conversions allowed within certain market driven parameters
Management Fee £25,000 per annum nil
Coupon 10% nil
Conversion Detail Company can force conversion if > 65p for 15 working days after 19 June 2014. Company can make repayment without penalty if > 42p for 15 working days after 19 June 2014 The conversion price for these loan notes is calculated as the lessor of i) 39 pence and ii) 90% of the arithmetic average of the five lowest daily volume weighted average share price calculations per ordinary share out of the ten trading days prior to conversion.
Host Debt 2015 2014
£'000 £'000
At 1 January 538 651
Issued in the Year 2,609 -
Amortised Finance Cost 337 88
Interest Paid (132) (78)
Conversion (860) (123)
Host Debt At 31 December 2,492 538
Other Borrowings 95 -
Borrowings at 31 December 2,587 538
Reconciliation of Conversion 2015 2014
£'000 £'000
Amortised Loan Note Interest Cost Element (40) (97)
Principal Amount Converted 900 220
860 123
Analysis of movement in debt at principal value (excluding IFRS impacts),
memorandum only
2015 2014
£'000 £'000
Opening Balance 1 January 575 795
Fresh Issue for Cash 3,320 -
Conversion into Equity (900) (220)
Closing Balance 31 December 2,995 575
9. Cash flow adjustments and changes in working capital
The following non-cash flow adjustments and adjustments for changes in working
capital have been made to loss before tax to arrive at operating cash flow
2015 2014
£'000 £'000
Adjustments:
Depreciation, amortisation and impairment of non-financial assets 171 167
Financing costs 338 37
Loss /(Profit) on disposal of non-financial assets 4 5
Share-based payment expenses 76 52
Total adjustments 589 261
Net changes in working capital:
(Increase)/decrease in inventories 15 31
Decrease / (increase) in trade and other receivables 1,625 (628)
(Decrease) / increase in trade, other payables and deferred income (1,431) 1,132
Total changes in working capital 209 535
10. Events after the reporting period
Since 1 January 2016 the Company issued the following ordinary shares of 10
pence each arising on conversions of CULN by Darwin
Date Number of ordinary 10p shares issued Amount of CULN converted Conversion Price per Share (pence)
25 January 2016 966,978 £150,000 15.5512
15 March 2016 1,590,836 £200,000 12.5720
4 April 2016 1,601,753 £175,000 10.9255
18 April 2016 2,000,000 £200,000 10.0000
19 May 2016 500,000 £50,000 10.0000
On 22 February the Company issued a further £475,000 of CULN to Darwin
Strategic raising approximately £403,000 net of expenses and redemption
premium. On that day a 589,330 detachable and fully vested warrants over 10p
ordinary shares were issued to Darwin. They have a strike price of 20.15p and
a life of 3 years from date of grant.
On 3 June 2016 the Company announced the issue of 13,000,000 ordinary shares
of 10p to institutional investors. 10,000,000 were issued to Hargreave Hale
who also received 5,000,000 detachable and transferrable warrants over 10p
ordinary shares. These have a life of 3 years from the date of issue and have
an exercise price of 12p per share warrant over 10p ordinary Shares
("Warrant") valid for 3 years from the date of issue, exercisable at 12p per
share. The Warrants may not be exercised until the relevant authorities have
been granted at the Company's AGM on 30 June 2016. The shares above are issued
in 2 tranches:
A first tranche of 9,885,895 new Ordinary Shares (the "First Tranche Shares")
will be issued immediately following settlement on or by 8 June 2016, raising
£988,589 before expenses.
A second tranche of 3,114,105 new Ordinary Shares (the "Second Tranche
Shares") will be issued on or around 1 July 2016, subject to, inter alia , the
receipt of shareholder approval of the necessary resolutions at the Annual
General Meeting. This will raise a further £311,411 before expenses.
The remaining 3,000,000 First Tranche Shares were issued to another
institutional investor.
11. Publication of Non-Statutory Accounts
The financial information set out above does not constitute the Company's
Annual Report and Financial Statements for the years ended 31 December 2015 or
2014. The Annual Report and Financial Statements for 2014 have been delivered
to the Registrar of Companies and those for 2015 will be delivered following
the Company's Annual General Meeting. The auditor's reports on both the 2015
and 2014 accounts were unqualified, did not draw attention to any matters by
way of emphasis and did not contain statements under s498(2) or (3) of the
Companies Act 2006. Whilst the financial information included in this
preliminary announcement has been computed in accordance with International
Financial Reporting Standards (IFRSs) this announcement does not itself
contain sufficient information to comply with IFRSs. Copies of the Annual
Report and Financial Statements for the year to 31 December 2015 will be
posted to shareholders by 9 June 2016 and will be obtainable from the
Company's registered offices or www.wg-plc.com when published. The information
in this preliminary announcement was approved by the Board on 8 June 2016.
This information is provided by RNS
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