REG - Worthington Group - Final Results <Origin Href="QuoteRef">WOXC.L</Origin> - Part 2
29/10/2014 16:07
- Part 2: For the preceding part double click ID:nRSc2926Qa
_____ _____
Total assets 2,377 5,238
Current liabilities
Trade and other payables 1,136 106
_____ _____
1,136 106
_____ _____
Non-current liabilities
Retirement benefit obligation 4,071 3,933
Secured and Unsecured convertible 574 -
loan stock _____ _____
4,645 3,933
_____ _____
Total liabilities (5,781) (4,039)
_____ _____
Net assets (3,404) 1,199
_____ _____
Equity
Called-up share capital 1,319 1,181
Share premium account 9,839 9,836
Other reserves 11,182 10,626
Share based payment 224 166
Retained earnings (25,968) (20,610)
_____ _____
Total equity (3,404) 1,199
_____ _____
Changes in Equity
For the 18 months ended 30 September 2013
Share
Share Share Other Based Retained
Capital Premium Reserve Payment Earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2011 1,181 9,836 10,626 - (19,006) 2,637
Share based payment - - - 166 - 166
Total comprehensive loss for the year - - - - (1,604) (1,604)
_____ _____ _____ _____ _____ _____
At 31 March 2012 1,181 9,836 10,626 166 (20,610) 1,199
Shares issued in period 138 3 - - - 141
Share based compensation - - - 58 - 58
Equity component on issue of loan notes - - 556 - - 556
Total comprehensive loss for the period - - - - (5,358) (5,358)
_____ _____ _____ _____ _____ _____
Balance as at 30 September 2013 1,319 9,839 11,182 224 (25,968) (3,404)
_____ _____ _____ _____ _____ _____
Cash Flow Statement
for the 18 months ended 30 September 2013
2013 2012
£'000 £'000
Cash flow from operating activities
Operating loss (1,098) (638)
Movement in trade and other receivables (170) 99
Movement in trade and other payables 875 (102)
Share based payment 58 166
(Payments to)/receipts from pension scheme (172) 11
_____ _____
(507) (464)
Interest paid on loans (9) -
_____ _____
Net cash outflow from operating activities (516) (464)
Cash flows from investing activities
Interest received 84 87
Dividends received - 44
Loans advanced (341) -
Loans repaid 147 350
_____ _____
Net cash (used)/generated by investing activities (110) 481
Cash flows from financing activities
Proceeds from inception of new loans 149 -
Proceeds from new shares issued 128 -
Proceeds from issue of Convertible Loan Stock 143 -
_____ _____
Net cash generated by financing activities 420 -
(Decrease)/increase in cash and cash equivalents (206) 17
Opening cash and cash equivalents 264 247
_____ _____
Closing cash and cash equivalents 58 264
_____ _____
Notes forming part of the preliminary announcement for the period ended 30th
September 2013.
1. Basis of preparation
Worthington Group plc is a company incorporated in the United Kingdom. The
Company has its primary listing on the London Stock Exchange.
The financial statements of the Company have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European
Union.
The financial information in this announcement, which was approved by the
Board of Directors on 20 August 2014, does not constitute the Company's
statutory accounts for the 18 months ending 30th September 2013 or year ended
31st March 2012, but is derived from these accounts.
Statutory accounts for the year ended 31st March 2012 have been delivered to
the Registrar of Companies and those for the 18 months ended 30th September
2013 will be delivered following the Company's annual general meeting. The
auditors have reported on these accounts; their reports were unqualified and
did not contain statements under S498 of the Companies Act 2006.
The financial information has been prepared on the historical cost basis,
except for the revaluation of certain properties and assets.The principle
accounting policies applied in the preparation of the consolidated financial
statements are consistent with those set out in the statutory accounts for the
year ended 31st March 2012.
2. Operating segments
The Company has adopted IFRS 8 with effect from 1st April 2009. IFRS 8
requires operating segments to be identified on the basis of internal reports
about components of the Company that are regularly reviewed by the Chief
Executive to allocate resources and assess performance.
As a result, following adoption of IFRS 8, the Company's only reportable
segment remains property rental and management in the UK.
3. Investment Revenues
2013 2012
£'000 £'000
Loan note interest 78 52
Interest and arrangement fees on loans made 47 35
_____ _____
125 87
_____ _____
4. Investment property write down 2013 2012
£'000 £'000
Write down in the value of inventories 3,525 -
_____ _____
During the period, land at Keighley previously included in the balance sheet
at the director's valuation of £4m has been valued by Mazars LLP at £500,000.
The reason given for this is because of the costs involved, including local
authority charges, in completing a residential development, the economic
climate is also a determining factor. Following receipt of a contamination
report, the value of the site has been further written down to £475,000. In
May 2014, contracts were exchanged for the sale of this freehold property for
£475,000, completion of the sale is due before the end of September 2014.
5. Investment in associates write down 2013 2012
£'000 £'000
Interest in associate write down 638 -
_____ _____
In July 2014 the Company sold its investment in Trimmings By Design Limited
for £1 and accepted the sum of £399,999 in early repayment of £800,000 of loan
notes not due for repayment until 31st December 2200.
Accordingly a write down of the Company's investment in Trimmings By Design
together with the carrying value of the loan notes has been made amounting to
£638,000.
6. Pension Finance Costs
2013 2012
£'000 £'000
Pension scheme net finance charge 237 101
_____ _____
7. Share of results of associates
2013 2012
£'000 £'000
Share of profits after tax 131 48
Associates' net finance costs (34) (21)
_____ _____
97 27
_____ _____
8. Taxation
No corporation charge has been provided for the 18 months ended 30th September
2013 or year ended 31st March 2012 as a result of the availability of various
reliefs.
9. Loss per share
The earnings per share has been calculated using the weighted average number
of ordinary shares in issue during the relevant financial periods. The
weighted average number of shares in issue during the period were 12,587,470
(2012: 11,807,014) and the loss after taxation was £5,285,000 (2012:
£625,000).
There is no difference between the basic and diluted losses per share in
either period.
10. Convertible Loan stock
In November 2012 the Company approved the issue of up to £475,000 of Secured
Convertible Loan Stock ("SCLS 2019") secured on the Company's assets. The loan
notes do not bear interest and the holders of each 10p of SCLS2019 loan stock
received bonus warrants entitling them to subscribe for 2 ordinary shares in
the Company to the value of the SCLS at a price of 5p per share within 5 years
of their issue. The exercise price is subject to shareholder approval of a
capital reorganisation to be undertaken reducing the par value of the
Company's ordinary shares to 5p or below. The SCLS 2019 loan notes are
redeemable on 26th November 2019.
During the period, £143,125 of Secured Convertible Loan Stock ("SCLS 2019")
was issued and £13,606.90 of the SCLS 2019 was converted by holders into
136,069 ordinary 10p shares of the Company.
In accordance with IAS 39 the directors have calculated the net present values
of the cash flows in respect of the principal payments over the life of the
loans at a rate of 10% which the directors consider would have been the
interest payable on a bank loan without the convertible element. Accordingly
the SCLS 2019 loan notes are recorded as a financial liability of £61,037 as
at 30th September 2013. An equity reserve has been created being the
difference in value of the loan at inception and the £143,125 issue value,
representing the equity element of the instrument.
On 16th April 2013, the Company issued £1m of Unsecured Convertible Loan Stock
2020. The loan notes do not bear interest and the holders of each 10p of the
unsecured convertible loan stock received warrants entitling them to subscribe
for 2 ordinary shares in the Company at a price of 5p per share within 5 years
of their issue. The exercise price of 5p is subject to shareholder approval of
a capital reorganisation to be undertaken reducing the par value of the
Company's ordinary shares to 5p or below. The loan notes are redeemable on
16th April 2020.
In accordance with IAS 39 the directors have calculated the net present values
of the cash flows in respect of the principal payments over the life of the
loans at a rate of 10% which the directors consider would have been the
interest payable on a bank loan without the convertible element. Accordingly
the loan notes are recorded as a financial liability of £512,890 as at 30th
September 2013. An equity reserve has been created being the difference in
value of the loan at inception and the £487,110 issue value, representing the
equity element of the instrument.
11. Share Capital
On the 9th July 2012 the directors issued 350,000 new ordinary 10p shares at
10.45p each raising proceeds of £36,575 before costs for the Company. On 6th
August 2012 the directors issued a further 900,000 new ordinary 10p shares at
10.2p each raising proceeds of £91,800 before costs for the Company.
The Company issued £143,125 of Secured Loan Stock 2019 during the period and
holders of £13,606.90 of the loan stock elected to convert these into 136,069
new ordinary 10p shares.
As at 30th September 2013 and the date of this announcement share options were
outstanding in respect of a total of 3,935,671 new ordinary 10p shares
exercisable at a price of 11p. These options are exercisable until 30th August
2018.
At 30th September 2013 there were 35,090,378 warrants outstanding in respect
of ordinary shares in the Company (2012: nil).
The subscribers to the ordinary shares placed in August 2012 received
2,500,000 warrants to subscribe for new ordinary shares at 5p each.
In January 2013, subscribers to the Secured Loan Stock 2019 received 2,590,378
warrants to subscribe for new ordinary shares at 5p each.
In April 2013 subscribers of the £1m unsecured loan stock 2020 also received
20,000,000 warrants to subscribe for new ordinary shares at 5p each.
On 6th September 2013, 8,000,000 warrants to subscribe for ordinary shares
at 5p each were issued to European and Asian Ltd the holding company of
Mandolyn Ltd (of which D Ware is a director ). A further 2,000,000 warrants
to subscribe for ordinary shares at 5p each were issued to Richard Spurway a
director in the Company.
The exercise price of 5p applying to all the above warrants are subject to
shareholders' approval of a capital re-organisation to reduce the par value
of the Company's ordinary shares to 5p or below, they are valid for a period
of 5 years from the date of issue.
All warrants and convertible loan stock are only exercisable, or convertible,
to the extent that the holder, following exercise or conversion, either alone
or in concert, does not hold more than 29.9% of the issued voting capital of
the Company.
12. Related party transactions
During the period, the sum of £93,600 including VAT (2012: £nil) was paid to
Mandolyn Limited for the services in respect of Doug Ware. Doug Ware is a
director of Mandolyn Ltd. In addition, during the period, loans totalling
£36,500 (2012: £nil) were advanced to the Company by Mandolyn Ltd, these loans
were fully repaid as at 30th September 2013. The Company was not charged any
interest by Mandolyn Ltd on these loan amounts.
During the period, the sum of £5,000 (2012: £5,000) was paid to Richmond
Corporate Developments Limited for the services in respect of former director
Anthony Cooke.
Included in other financial assets are loan notes of £399,999 (2012: £800,000)
due from Trimmings by Design Limited an associated company in which the
Company has a 44% interest. The loan notes are subject to interest at 6.5%
amounting to an interest revenue for the period of £78,000 (2012: £52,000)
and, as at the period end, there was £nil (2011: £13,000) of unpaid interest
within Trade and other receivables.
13. Post balance sheet events
On 16th April 2013, the Company acquired 26% of the shares in Law Financial
Ltd in exchange for £250,000 of Unsecured Convertible Loan stock 2020, with an
option to acquire the remaining 74% of the shares by 31st October 2013. This
option was exercised on 28th October 2013 and the remaining shares were
acquired in exchange for £750,000 of Unsecured Convertible Loan Stock 2020.
The Unsecured Loan Stock 2020 includes warrants to subscribe for 20m ordinary
shares in the Company at an exercise price of 5p each , subject to a share
capital re-organisation being approved by shareholders.
On 4th March 2014, in order to fund corporate finance activities, the Company
issued £130,570 of Unsecured Convertible Loan Stock 2021 which was
subsequently converted into 1,305,700 ordinary 10p shares in the Company on
21st March 2014.
On 14th April 2014, the Company issued £302,400 and £24,000 of the unissued
Secured Convertible Loan Stock 2019 to European and Asian Ltd (the holding
company of Mandolyn Ltd of which Doug Ware is a director) and Richard Spurway,
a director, respectively. The consideration for the issue was the cancellation
of the remaining notice period on their respective contracts. This was in
order to secure the remaining monies due to the respective parties in
accordance with their contracts should their roles be terminated and/or their
contracts not being honoured for any reason. They have agreed to surrender all
the loan stock for nil consideration once an agreement is reached with the
Pension Trustee, the Pension Regulator and the PPF. This would enable the
re-structuring of the Company with the scheme being transferred into the PPF.
In May 2014, contracts were exchanged for the sale of our Keighley freehold
property for £475,000. Completion of the sale is due before the end of
September 2014.
14. Statement of Directors' responsibilities
Each of the Directors confirms that to the best of their knowledge:
1. The financial statements within the full Annual Report and Accounts
from which the financial information within this Final Results announcement
has been extracted, have been prepared in accordance with IFRSs as adopted by
the EU, give a true and fair view of the assets, liabilities, financial
position and profit of the Company; and
2. The management report, which is incorporated into the Directors'
Report, includes a fair review of the development and performance of the
business and the position of the Company taken as a whole, together with a
description of the principal risks and uncertainties.
15. Copies of the Annual Report
Copies of the Annual Report will be available from the Company Secretary at
the registered office which is situated at 1 The Green, Richmond, Surrey TW9
1PL. The annual report and AGM notices will also be available for download on
the Company's website www.worthingtongroupplc.com.
Enquiries:
PD Cosec Ltd - Company Secretary Charlotte Parham, Media informationor email: media@worthingtongroupplc.com Tel: +44 208 940 0963 Tel: +44 203 291 1872
Website: www.worthingtongroupplc.com
Website: www.worthingtongroupplc.com
This information is provided by RNS
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