REG - Westminster Group - Final Results <Origin Href="QuoteRef">WSG.L</Origin> - Part 3

WestminsterAnnouncement

05/06/2017 07:05

- Part 3: For the preceding part double click  ID:nRSE0858Hb 

2015   2015   
 £'000                                                   CULN   CLN    Total  CULN   CLN    Total  
 At 1 January                                            520    1,972  2,492  -      538    538    
 Fair value of new loans issued                          1,408  -      1,408  1,218  1,391  2,609  
 Fair value of warrants included in the issue (note 22)  (112)  -      (112)  -      -      -      
 Amortised finance cost                                  116    324    440    162    175    337    
 Interest paid                                           -      (225)  (225)  -      (132)  (132)  
 Converted in the year                                   (980)  -      (980)  (860)  -      (860)  
 Closing Balance                                         952    2,071  3,023  520    1,972  2,492  
 
 
Analysis of movement in debt at principal value (excluding IFRS impacts),
memorandum only 
 
                                    2016     2016   2016     2015   2015   2015   
 £'000                              CULN     CLN    Total    CULN   CLN    Total  
 At 1 January                       750      2,245  2,995           575    575    
 New Issue                          1,675    -      1,675    1,650  1,670  3,320  
 Conversion                         (1,247)  -      (1,247)  (900)  -      (900)  
 Financing Charge (equity settled)  22       -      22       -      -      -      
 Closing Balance                    1,200    2,245  3,445    750    2,245  2,995  
 
 
 Reconciliation on Conversion                     2016   2015   
                                                  £'000  £'000  
                                                                
 Amortisation of Loan Note Interest Cost Element  (86)   (40)   
 Carrying Value at conversion                     1,066  900    
 Total                                            980    860    
 
 
The Convertible Loan Notes have been separated into two components, the Host
Debt Instrument and the Embedded Derivative on initial recognition. The value
of the Host Debt Instrument will increase to the principal sum amount by the
date of maturity. The effective interest cost of the Notes is the sum of that
increasing value in the period and the interest paid to Noteholders. The
Derivative element will vary in value according to the market price of the
underlying Ordinary Shares and the period remaining for conversion amongst
other factors.  The value of the embedded derivative was not material at
inception and at the end of the year and is included in the fair value of the
overall instrument for disclosure. 
 
Secured convertible loan notes (CLN) are compound financial instruments that
can be converted to share capital at the option of the holder, and the number
of shares to be issued does not vary with changes in fair value. 
 
Unlike convertible unsecured loan notes (CULN), this instrument is determined
to have a liability and equity component. The liability component is initially
recognised at fair value of a similar liability without a conversion option.
The equity component is recognised initially as the difference between the
fair value of the compound financial instrument as a whole and the fair value
of the liability component. It is not subsequently remeasured. The liability
component is measured at amortised cost using the effective interest method. 
 
 Borrowings                         2016   2015   
                                    £'000  £'000  
 Non-current                                      
 Convertible loan note              2,071  1,972  
 Other                              36     95     
 Convertible unsecured loan note    952    520    
 Total borrowings                   3,059  2,587  
 
 
11.          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 taxation to arrive at operating cash
flow: 
 
                                                                    2016   2015     
                                                                    £'000  £'000    
 Adjustments:                                                                       
 Depreciation, amortisation and impairment of non-financial assets  234    171      
 Finance costs                                                      566    338      
 Loss on disposal of non-financial assets                           13     4        
 Share-based payment expenses                                       103    76       
                                                                                    
 Total adjustments                                                  916    589      
                                                                                    
 Net changes in working capital:                                                    
 (Increase)/Decrease in inventories                                 (141)  15       
 Decrease/(increase) in trade and other receivables                 (410)  1,625    
 (Decrease)/increase in trade and other payables                    (87)   (1,431)  
 Total changes in working capital                                   (638)  209      
 
 
12.          Events after the reporting period 
 
On 1 February 2017 2,228,367 ordinary shares of 10p each were issued at a
price of 13.462773 pence each pursuant to a conversion of £0.3m of CULN. 
 
On 28 February 2017 Company raised £0.6m (gross) of new monies by subscription
at a price of 11.625 pence per ordinary 10 pence share and consequently issued
5,161,290 new ordinary 10 pence shares. On the same day Darwin exercised a
conversion of £0.4m of CULN at 11.625 pence per share resulting in the
issuance of 3,440,860 new ordinary shares. 
 
On 4 April 2017 employees exercised 55,000 share options which were originally
granted on 5 April 2007 and had an exercise price of 10p each. 
 
On 18 April 2017 10m new ordinary shares were issued raising £1m gross to
support the development of the company. On the same day Beaufort Securities
Ltd were appointed as joint broker and their annual fee of £25,000 was settled
by the issue of 250,000 new ordinary shares and the issue of 100,000
detachable warrants with an exercise price of 25p and a life of five years. 
As part of the placing commissions Beaufort were issued with a further 0.5m
warrants with an exercise price of 10p and a life of five years. On the same
day the final £0.5m of convertible loan notes issued to Darwin Capital Limited
were converted at a price of 10p. A condition of the placing was that
Westminster agreed with Beaufort not to enter into such an arrangement for six
months from the date of this placing. 
 
13.          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 2016 or
2015.  The Annual Report and Financial Statements for 2015 have been delivered
to the Registrar of Companies and those for 2016 will be delivered following
the Company's Annual General Meeting on 29 June 2017.  The auditor's reports
on both the 2016 and 2015 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 2016 will
be posted to shareholders by 8 June 2017 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 5 June 2017. 
 
This information is provided by RNS
The company news service from the London Stock Exchange