- Part 2: For the preceding part double click ID:nRSZ7695Ra
to the Company's ordinary shareholders divided by the
diluted weighted average number of issued ordinary shares. When the Group
makes a loss from continuing operations, diluted EPS equals the loss
attributable to the Company's ordinary shareholders divided by the basic
(undiluted) weighted average number of issued ordinary shares. This ensures
that EPS on losses is shown in full and not diluted by unexercised share
options or awards.
2017 2016
Number of Shares Number of Shares
Weighted average number of shares used in basic
earnings per share calculation 544,171,445 406,760,864
Dilutive effect of share options 11,330,279 -
Weighted average number of shares used in adjusted diluted earnings per share calculation 555,501,724 406,760,864
£'000 £'000
Loss for year from continuing operations attributable to shareholders (72) (3,710)
Amortisation and impairment of intangible assets 1,421 4,806
Restructuring costs - 44
Change in fair value of contingent consideration (1,300) -
Exceptional items 41 -
Adjusted profit for year attributable to shareholders 90 1,140
Loss for year from discontinued operations attributable to shareholders (37) (2,661)
Continuing operations
Basic loss per share (0.01)p (0.91)p
Diluted loss per share (0.01)p (0.91)p
Adjusted basic profit per share 0.017p 0.28 p
Adjusted diluted profit per share 0.016p 0.28 p
Discontinued operations
Basic loss per share (0.01)p (0.65)p
Diluted loss per share (0.01)p (0.65)p
6) INTANGIBLE ASSETS
Customer
Goodwill Brands Relationships Total
£000 £000 £000 £000
Cost
At 1 July 2015 25,662 3,818 171 29,651
Additions 2,288 500 2,450 5,238
At 30 June 2016 27,950 4,318 2,621 34,889
At 30 June 2017 27,950 4,318 2,621 34,889
Amortisation
At 1 July 2015 (18,765) (3,818) (171) (22,754)
Charge for the year - (69) (337) (406)
Impairment charge (4,399) - - (4,399)
At 30 June 2016 (23,164) (3,887) (508) (27,559)
Charge for the year - (71) (350) (421)
Impairment charge (1,000) - - (1,000)
At 30 June 2017 (24,164) (3,958) (858) (28,980)
Net Book Value
At 30 June 2017 3,786 360 1,763 5,909
At 30 June 2016 4,786 431 2,113 7,330
Goodwill
Goodwill arising on acquisitions after the date of transition to IFRS is
attributable to operational synergies and earnings potential expected to be
realised over the longer term.
Brands and Customer Relationships
Brand and customer relationships relate to the intangible assets arising on
the acquisition of Reef Television.
Impairment Tests for Goodwill
The carrying amount of goodwill by operating segment is:
2017 2016
£'000 £'000
Publishing - -
TV 2,801 3,801
Digital Communications 985 985
Total 3,786 4,786
Goodwill is not amortised but tested annually for impairment with the
recoverable amount being determined from value in use calculations. The key
assumptions for the value in use calculations are those regarding the discount
rate, growth rates and forecasts in income and costs.
The Group assessed whether the carrying value of goodwill was supported by the
discounted cash flow forecasts of operating segments based on financial
forecasts prepared by management.
An impairment charge of £1.0m was made during the year in respect of the
carrying value of goodwill relating to Reef Television.
7) NON-CURRENT LIABILITIES
An analysis of the amounts presented as non-current liabilities in these
financial statements is given below:
2017 2016
£'000 £'000
Borrowings 3,375 2,007
Other non-current liabilities 700 2,000
Total 4,075 4,007
The increase in long term borrowings during the year is as a result of the
debt restructuring in November 2016, as a result of which all of the Company's
debt was restructured to be repayable on 31 December 2020. The Company also
received additional long term debt of £0.43m at that time. Other non-current
liabilities relate to deferred contingent consideration payable to the Reef
sellers, the fair value of which was written down during the year.
8) SHARE CAPITAL
2017 2016
Ordinary shares with a nominal value of: 0.00025p 0.1p
Authorised:
Number Unlimited Unlimited
Issued and fully paid:
Number 619,775,478 419,397,339
Nominal value (£'000) 1.5 419
Deferred shares with a nominal value of 1.99p
Authorised, issued and fully paid:
Number 276,666,012 276,666,012
Nominal value (£'000) 5,506 5,506
D Deferred shares with a nominal value of 0.09975p
Authorised, issued and fully paid:
Number 419,397,339 -
Nominal value (£'000) 418 -
Preference shares with a nominal value of 0.01p
Authorised, issued and fully paid:
Number 2,908,631 2,908,631
Paid up value (£'000) 2,909 2,909
Fully paid ordinary shares carry one vote per share and carry the right to
dividends.
In November 2016, at a General Meeting of the Company, shareholders approved
capital restructure proposals whereby each of the existing issued shares of
0.1 pence each in the capital of the Company were subdivided and converted
into one new ordinary share of 0.00025 pence and one D deferred share of
0.09975 pence.
Deferred shares and D deferred shares have attached to them the following
rights and restrictions:
- they do not entitle the holders to receive any dividends and distributions;
- they do not entitle the holders to receive notice or to attend or vote at
General Meetings of the Company;
- they have very limited rights on a return of capital; and
- they are not admitted or listed on any stock exchange and are not freely
transferable.
The principal terms of the preference shares are as follows:
(a) they are convertible at 2.5 pence per ordinary share at the holder's
option (which would give rise to the issue of 116,345,240 new ordinary shares
if the preference shares were completed in full and no dividend had accrued);
(b) they are redeemable at the Company's option on the date falling five
years after their issue;
(c) they have a dividend of 4.5 per cent per annum (which increases to 13.5
per cent per annum if they are not converted or redeemed within five years of
their issue) which is payable on 31 July each year, or accrued and repayable
when the preference shares are converted or redeemed; and
(d) they are freely transferable.
The preference shares have been classified as equity rather than debt. The
intention by all parties at the inception of the preference shares was that
the preference shares would be converted to equity when the opportunity
presents itself, rather than be repaid. Therefore the directors have valued
the debt component of the preference shares instrument using the assumption
that there will be no cash outflows, so the value is nil.
2017 2016
Ordinary shares Number of Shares Share Capital Share Premium Number of Shares Share Capital Share Premium
£'000 £'000 £'000 £'000
At start of year 419,397,339 419 22,671 276,666,012 5,534 15,228
Nominal value transferred to deferred share capital - (418) - - (5,506) -
Share consolidation (10 for 1) - - - (248,999,411) - -
Share placing and subscription for cash 111,711,471 0.28 838 225,000,000 225 4,275
Deferred consideration paid in shares 66,666,667 0.17 500 - - -
Shares issued in lieu of fees 22,000,001 0.050 165 26,516,660 26 504
Expenses of issue of shares - - (98) - - -
Shares issued in debt conversion - - - 140,214,078 140 2,664
Transfer to share premium account (see note 7) - - 937 - - -
At end of year 619,775,478 1.5 25,013 419,397,339 419 22,671
Below is a description of the nature and purpose of the individual reserves:
· Share capital represents the nominal value of shares issued;
· Share premium includes the amounts over the nominal value in respect of
share issues. In addition, costs in respect of share issues are debited to
this account;
· Merger reserve is used where more than 90 per cent of the shares in a
subsidiary are acquired and the consideration includes the issue of new shares
by the Company, thereby attracting merger relief under the Companies Act 1985
and, from 1 October 2009, the Companies Act 2006;
· Share based payment reserve arises on recognition of the share based
payment charge in accordance with IFRS2 'Share Based Payment Transactions';
· Retained earnings include the realised gains and losses made by the
Group and the Company; and
· Preference shares represents the nominal value of preference shares
issued.
8) MOVEMENTS IN SHARE PREMIUM ACCOUNT, MERGER RESERVE AND RETAINED EARNINGS
In order to correct a historical difference between the consolidated group
share premium account and the Zinc Media Group plc share premium account,
£0.669m was released from the merger reserve into the group share premium
account, following the sale of the trade of the subsidiary, Grove House
Publishing Limited, and subsequent dissolution. In addition, £0.268m was also
transferred from group retained earnings into the share premium account to
correct a historical classification error. The result of these adjustments is
that the group share premium account is now correctly stated and consistent
with the Zinc Media Group plc share premium account.
9) AVAILABILITY OF REPORT AND ACCOUNTS
The Company's annual report and accounts for the year ended 30 June 2017 will
be posted to shareholders in due course, a soft copy of which will also be
available to download from the Company's website at www.zincmedia.com.
This information is provided by RNS
The company news service from the London Stock Exchange