TIDMCRAW
RNS Number : 6495A
Crawshaw Group PLC
13 October 2009
13th October 2009
Crawshaw Group PLC
Interim Results
Crawshaw Group PLC ( "the Company"), the meat focussed retailer, today reports
its interim results for the 6 months ended 31 July, 2009.
+--------------------------------------------------------------------------+
| Highlights |
+--------------------------------------------------------------------------+
| |
+--------------------------------------------------------------------------+
| * Sales for the first half increased by over 32% to GBP9.5m (2008 : |
| GBP7.2m) as a result of new shop openings. |
+--------------------------------------------------------------------------+
| * Like-for-like sales down 3% due to reduced footfall, continued high |
| input prices and poor weather in the last few weeks of the half. |
+--------------------------------------------------------------------------+
| * Gross margins have improved after a difficult start to the year and |
| are now in line with expectations. |
+--------------------------------------------------------------------------+
| * Operating profit of GBP0.1m for the half year (2008 : GBP0.3m). |
+--------------------------------------------------------------------------+
| * Net debt reduces to GBP2.0m versus GBP2.7m at the year end (January |
| 2009) |
+--------------------------------------------------------------------------+
| * New stores now total 7 with two further stores opened in Doncaster |
| (April) and Bramley, Leeds (May). |
+--------------------------------------------------------------------------+
The results for the first half reflect a period of low consumer confidence as
people are finding that their available spend has reduced, which when coupled
with the ongoing issue of high input cost inflation means that consumers are
being forced to compromise.
Our surveys show that customers' satisfaction remains very high with regard to
Crawshaws quality and value for money but that the recession has currently
affected their meat buying habits.
Customers are buying more lower priced goods for the same level of spend and
are, as a result visiting the shop less frequently - this has resulted in
average spend remaining relatively flat whilst transaction volumes are down. We
are seeing that sales of higher value products are significantly down as
compared to the previous year.
This had a particular impact on our sales in the last few weeks of the period,
not helped of course by the poor summer BBQ weather.
In the 6 months to 31st July, 2009 sales were GBP9.5m (GBP7.2m for the 6 months
to 31st July 2008), a 32% increase. This is wholly driven by the successful
opening of 7 new stores between July, 2008 and May, 2009. Despite a good start
to the year, like for like sales are down 3% over the period with the impact
spread evenly across most stores. In comparison, a leading grocery market
research company is showing independent butcher's sales to 9th August, 2009 to
be 14% down over 4 weeks, 7% down over 12 weeks and 5% down over 52 weeks.
Our new stores are suffering in line with our existing stores although we are
pleased to report that our two largest new stores, in city centre locations, are
trading very well and are ahead of initial expectations.
Margins over the six months were lower than expected as a consequence of much
higher input prices and promotional activity at new stores earlier in the year.
However, margins have been improving across all outlets over the period, despite
high input prices, as we have taken steps to improve our operational efficiency
and extend our product offering to suit all pockets. Margin performance in the
new stores improved significantly in the 2nd quarter such that over the period
to 31st July, they were in line with those achieved at our existing stores.
Our retail pricing remains competitive versus the supermarkets and we continue
to offer our customers exceptional value for money.
Operating profit decreased to GBP0.1m (2008:GBP0.3m) for the half year as a
result of the trading issues described above and because of the operational
impact of opening 7 new stores. The new stores are spending proportionately more
on rent, rates and operational services without, in some cases, the benefit of
fully established revenues. Also new store wage costs are relatively high as we
invest in and develop new staff. We are working hard to drive efficiency and
expect further improvements in the second half of the year. Moving from 13
stores to 20 stores has not increased our central overhead.
In line with the group's original expansion plans cash has been utilised on the
opening of new retail outlets (GBP0.6m) and on the repayment of the outstanding
loan notes (GBP1.25m).
Cash has also been generated from the recent share subscription (GBP0.9m).
Net debt at GBP2.0m has reduced from GBP2.7m at the year end. This has been
achieved by generating cash from operating activities GBP0.2m and raising
GBP1.9m of new share capital (of which GBP1m was by way of conversion of loan
notes), this is partly offset by working capital changes of GBP0.8m and capital
expenditure of GBP0.6m. We expect net debt will reduce significantly over the
next 12 months as we remain cash generative, even at current sales levels.
We believe the recession will affect our customers' spending habits for some
time to come and therefore the board feels that it is appropriate to continue to
delay new shop openings going forward until a time when we feel confidence is
restored.
We are improving and extending our hot food offer in our stores since this is a
product area that has been relatively unaffected. Initial customer reaction in
the first three stores is very positive.
Looking to the second half of the year, I have already indicated that sales in
July and August are down, with like for likes 12% below last year. This trend
has continued through September and we face a challenging October as the
comparatives for last year are very strong.
However, performance in the weeks prior to Christmas is key to our year end out
turn and we are focussing our efforts on maximising the value of our product
offer and attracting new customers via various marketing initiatives over the
coming weeks.
Richard Rose
Chairman
13th October, 2009
+--------------------------------------------------------------------------------------+
| CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
| FOR THE 6 MONTHS ENDED 31/7/2009 |
| Unaudited Audited Unaudited |
| 6 Months 12 Months 6 Months |
| 31.7.09 31.1.09 31.7.08 |
| Note GBP GBP GBP |
| Revenue 2 9,473,997 16,044,771 7,169,315 |
| Cost of sales (5,535,363) (9,221,902) (4,131,979) |
| 3,938,634 6,822,869 3,037,336 |
| Gross profit |
| Other operating income 7,742 12,420 6,000 |
| Administrative expenses 3,948,105 7,501,617 4,132,281 |
| Operating profit before one-off 85,126 854,349 360,929 |
| costs |
| Exceptional Items 3 (86,855) (1,306,430) (1,235,627) |
| Intangible impairment 3 - (214,247) (214,247) |
| Operating loss (1,729) (666,328) (1,088,945) |
| Finance income 513 42,883 36,066 |
| Finance expenses (42,673) (235,715) (125,439) |
| Net finance expense (42,160) (192,832) (89,373) |
| Share of profit of equity - 13,414 - |
| accounted investees (net of tax) |
| Loss before income tax (43,889) (845,746) (1,178,318) |
| Income tax expense 4 (41,963) (118,977) (4,854) |
| Loss for the period (85,852) (964,723) (1,183,172) |
| Attributable to: |
| Equity holders of the Company (85,852) (964,723) (1,183,172) |
| 5 (0.16p) (2.21p) (2.9p) |
| Basic and diluted loss per |
| ordinary share |
| |
+--------------------------------------------------------------------------------------+
+--------------------------------------+------+--------------+---------------+---------------+---+
| CONDENSED CONSOLIDATED BALANCE SHEET AT 31 JULY 2009 |
+--------------------------------------------------------------------------------------------+
| | | Unaudited | Audited | Unaudited |
+--------------------------------------+------+--------------+---------------+---------------+
| | | 31.7.09 | 31.1.09 | 31.7.08 |
+--------------------------------------+------+--------------+---------------+---------------+
| ASSETS |Note | GBP | GBP | GBP |
+--------------------------------------+------+--------------+---------------+---------------+
| Non Current Assets | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| Property, plant and equipment | | 4,617,240 | 4,231,603 | 2,516,669 |
+--------------------------------------+------+--------------+---------------+---------------+
| Intangible assets - goodwill | | 7,702,744 | 7,720,084 | 7,737,423 |
| and related Acquisition | | | | |
| intangibles | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| Investment in equity accounted | | 109,746 | 109,746 | 96,332 |
| investees | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| Total Non Current Assets | | 12,429,730 | 12,061,433 | 10,350,424 |
+--------------------------------------+------+--------------+---------------+---------------+
| Current Assets | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| Inventories | | 497,281 | 461,521 | 490,766 |
+--------------------------------------+------+--------------+---------------+---------------+
| Trade and other receivables | | 659,099 | 447,528 | 622,703 |
+--------------------------------------+------+--------------+---------------+---------------+
| Tax receivable | | 5,137 | - | 13,613 |
+--------------------------------------+------+--------------+---------------+---------------+
| Cash and cash equivalents | | - | 1,463,545 | 1,881,663 |
+--------------------------------------+------+--------------+---------------+---------------+
| Total Current Assets | | 1,161,517 | 2,372,594 | 3,008,745 |
+--------------------------------------+------+--------------+---------------+---------------+
| Total Assets | | 13,591,247 | 14,434,027 | 13,359,169 |
+--------------------------------------+------+--------------+---------------+---------------+
| | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| SHAREHOLDERS' EQUITY | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| Share capital | | 2,890,940 | 2,334,009 | 4,500,096 |
+--------------------------------------+------+--------------+---------------+---------------+
| Share premium | | 6,317,618 | 4,981,049 | 19,364,637 |
+--------------------------------------+------+--------------+---------------+---------------+
| Reverse acquisition reserve | | 446,563 | 446,563 | (16,103,112) |
+--------------------------------------+------+--------------+---------------+---------------+
| Capital contribution reserve | | 149,311 | 149,311 | 119,696 |
+--------------------------------------+------+--------------+---------------+---------------+
| Retained earnings | | (662,499) | (613,232) | (849,977) |
+--------------------------------------+------+--------------+---------------+---------------+
| Total Shareholders' Equity | 6 | 9,141,933 | 7,297,700 | 7,031,340 |
+--------------------------------------+------+--------------+---------------+---------------+
| LIABILITIES | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| Non Current Liabilities | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| Other payables | | 127,987 | 100,289 | - |
+--------------------------------------+------+--------------+---------------+---------------+
| Interest bearing loans and | | 2,040,000 | 1,950,000 | 840,000 |
| borrowings | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| Deferred tax liabilities | | 499,196 | 457,233 | 396,671 |
+--------------------------------------+------+--------------+---------------+---------------+
| Total Non Current Liabilities | | 2,667,183 | 2,507,522 | 1,236,671 |
+--------------------------------------+------+--------------+---------------+---------------+
| Current Liabilities | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| Trade and other payables | | 1,766,772 | 2,376,787 | 2,088,468 |
+--------------------------------------+------+--------------+---------------+---------------+
| Interest bearing loans and | | 15,359 | 2,252,018 | 3,002,690 |
| borrowings | | | | |
+--------------------------------------+------+--------------+---------------+---------------+
| Total Current Liabilities | | 1,782,131 | 4,628,805 | 5,091,158 |
+--------------------------------------+------+--------------+---------------+---------------+
| Total Liabilities | | 4,449,314 | 7,136,327 | 6,327,829 |
+--------------------------------------+------+--------------+---------------+---------------+
| Total Equity and Liabilities | | 13,591,247 | 14,434,027 | 13,359,169 |
+--------------------------------------+------+--------------+---------------+---------------+
| CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY |
| Share Share Rev Acq Capital Retained Total |
| Capital Premium Reserve Cont'n Earnings Equity |
| GBP GBP GBP Reserve GBP GBP |
| GBP |
| Balance 2,406,763 15,981,764 (18,175,942) 119,696 296,599 628,880 |
| at 1 |
| February |
| 2008 |
| Loss for - - - - (1,183,172) (1,183,172) |
| the |
| Period |
| Share - - - - 36,596 36,596 |
| Based |
| Payments |
| Issue of 1,316,000 - 489,263 - - 1,805,263 |
| shares |
| to |
| effect |
| reverse |
| acquisition |
| Issue of 244,000 - 1,583,567 - - 1,827,567 |
| shares |
| for |
| Crawshaw |
| HoldingsLtd |
| preference |
| shares |
| Proceeds 533,333 3,382,873 - - - 3,916,206 |
| of |
| listing |
| Balance 4,500,096 19,364,637 (16,103,112) 119,696 (849,977) 7,031,340 |
| at 31 |
| July |
| 2008 |
| Balance 4,500,096 19,364,637 (16,103,112) 119,696 (849,977) 7,031,340 |
| at 1 |
| August |
| 2008 |
| Profit - - - - 218,449 218,449 |
| for the |
| period |
| Cancellation (2,166,087) (14,383,588) 16,549,675 - - - |
| of 0.9p |
| deferred |
| shares |
| Capital - - - 29,615 - 29,615 |
| contribution |
| Share - - - - 18,296 18,296 |
| based |
| payment |
| Balance 2,334,009 4,981,049 446,563 149,311 (613,232) 7,297,700 |
| at 31 |
| January |
| 2009 |
| Balance 2,334,009 4,981,049 446,563 149,311 (613,232) 7,297,700 |
| at 1 |
| February |
| 2009 |
| Loss for - - - - (85,852) (85,852) |
| the |
| period |
| Share - - - - 36,585 36,585 |
| based |
| payment |
| Loan 294,118 705,882 - - - 1,000,000 |
| note |
| conversion |
| Issue of 262,813 630,687 - - - 893,500 |
| Shares |
| Balance 2,890,940 6,317,618 446,563 149,311 (662,499) 9,141,933 |
| at 31 |
| July |
| 2009 |
| CONDENSED CONSOLIDATED CASH FLOW STATEMENT FOR THE 6 MONTHS ENDED 31 JULY 2009 |
| Unaudited Audited Unaudited |
| 6 Months 12 Months 6 Months |
| 31.7.09 31.1.09 31.7.08 |
| Cash flows from operating activities GBP GBP GBP |
| Loss for the period (85,852) (964,723) (1,183,172) |
| Adjustments for: |
| Share based payments charge 36,585 54,892 36,596 |
| Depreciation and amortisation 185,517 259,570 117,656 |
| Impairment of intangibles - 214,247 214,247 |
| 11,845 12,817 13,146 |
| Loss on sale of property, plant and |
| equipment |
| 43,265 192,832 89,373 |
| Net financial charges |
| Share of profit of equity accounted - (13,414) - |
| investees (net of tax) |
| Taxation 41,963 118,977 4,854 |
| Operating cashflow before movements in 233,323 (124,802) (707,300) |
| working capital |
| Movement in trade and other receivables (211,833) (212,376) (387,813) |
| Movement in trade and other payables (582,372) 1,019,066 612,653 |
| Movement in inventories (35,760) (184,295) (213,540) |
| Tax paid (4,875) (172,806) (132,596) |
| Net cash (used in)/ generated from (601,517) 324,787 (828,596) |
| operating activities |
| |
| Cash flows from investing activities |
| Purchase of property, plant and equipment (570,505) (2,154,564) (311,522) |
| Proceeds from sale of property,plant & 4,900 3,860 - |
| equipment |
| - - 1,583,567 |
| Acquisition of subsidiary, net of cash |
| acquired |
| - 1,666,899 - |
| Net cash recognised on reverse acquisition |
| Interest received 513 42,883 36,066 |
| Interest paid (43,778) (206,100) (105,488) |
| (608,870) (647,022) 1,202,623 |
| Net cash (used in)/ generated by investing |
| activities |
| |
| Cash flows from financing activities |
| Proceeds from issue of share capital(net 893,500 3,916,206 4,000,000 |
| of issue costs) |
| (1,252,017) (3,771,869) (3,023,807) |
| Repayment of loans |
| Bank Loan 90,000 1,110,000 - |
| (268,517) 1,254,337 976,193 |
| Net cash (used in)/ generated from |
| financing activities |
| Net change in cash and cash equivalents (1,478,904) 932,102 1,350,220 |
| Cash and cash equivalents at start of 1,463,545 531,443 531,443 |
| period |
| (15,359) 1,463,545 1,881,663 |
| Cash and cash equivalents at end of period |
| |
+--------------------------------------+------+--------------+---------------+---------------+---+
NOTES
1. BASIS OF PREPARATION
BASIS OF PREPARATION
This unaudited interim financial information is for the 6 month period ended 31
July 2009 and is prepared in accordance with IAS 34 'Interim Financial
Reporting', as adopted by the EU and under the historical cost convention.
Except as described below, the accounting policies applied are consistent with
those of the annual financial statements for the year ended 31 January 2009, as
described in those annual financial statements.
The following new standards and amendments to standards are mandatory for the
first time for the financial year beginning 1 February 2009:
* IAS1 (revised),'Presentation of Financial Statements' requires a statement of
comprehensive income setting out all items of income and expense relating to
non-owner changes in equity. There is a choice between presenting comprehensive
income in one statement or two statements comprising an income statement and a
separate statement of comprehensive income. The Group has elected to present one
statement. In addition IAS1 (revised) requires the statement of changes in
shareholders' equity to be presented as a primary statement. The other revisions
to IAS1 have not had a significant impact on the presentation of the Group's
financial information.
* Amendment to IFRS2 (Share Based Payments) clarifies, amongst other matters, the
treatment of cancelled options. The impact is insignificant.
* IFRS8,'Operating Segments' replaces IAS14,'Segment Reporting' and requires the
disclosure of segment information on the same basis as the management
information provided to the Chief operating decision maker. The adoption of this
standard has not resulted in a change in the Group's reportable segment, being
retail butchery in the United Kingdom.
* IAS23 (revised) requires an entity to capitalise borrowing costs directly
attributable to the acquisition, construction and production of a qualifying
asset, as part of the cost of that asset. A qualifying asset is one that takes a
substantial period of time to get ready for use or sale. On the basis the
Group's new store openings have been funded principally by cash generated from
operations and through the issue of shares the impact is not expected to be
material.
INTERIM FINANCIAL INFORMATION
The interim financial information for the 6 month period ended 31 July 2009 has
not been audited but has been reviewed by the auditors. Their review report for
the 6 month period ended 31 July 2009 is set out on page 14.
The comparative figures for the financial year ended 31 January 2009 are not the
Company's statutory accounts for that financial year. Those accounts have been
reported on by the Company's auditors and delivered to the registrar of
companies. The report of the auditors was (i) unqualified, (ii) did not include
a reference to any matters to which the auditors drew attention by way of
emphasis without qualifying their report, and (iii) did not contain a statement
under section 237(2) or (3) of the Companies Act 1985.
SIGNIFICANT JUDGEMENTS, KEY ASSUMPTIONS AND ESTIMATION UNCERTAINTY
The preparation of interim financial statements in conformity with adopted IFRS
requires management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities. Actual
results may differ from these estimates.
GOING CONCERN
The Group has in place borrowing facilities up to a maximum of GBP3,340,000.
These facilities are subject to financial performance covenants. They consist of
a mortgage of GBP840,000 and a revolving credit facility of GBP2,500,000.
The revolving credit facility is due for renewal on 30th June 2010. The
Directors have reviewed the banking facilities available to the Group plus the
profit and cash forecasts of the Group with appropriate sensitivities around
operational performance. The Directors have concluded that the Group will (i)
meet the financial performance covenants to June 2010 and (ii) thereafter, be in
a position to pay back the revolving credit facility in full and negotiate a
significantly reduced working capital facility for use as and when required.
Crawshaw Group PLC will open negotiations with its bank in due course and has
not at this stage sought any written commitment. However, the Directors are not
aware of any indications that facilities will not be made available at that
time. Accordingly the Directors consider that these statements should be
prepared on a going concern basis.
BASIS OF CONSOLIDATION
The consolidated financial information includes the financial information of the
company and its subsidiary undertakings made up to 31 July 2009 (together
referred to as the 'Group').
On 11 April 2008,the Company, then named Felix Group PLC, became the legal
parent company of Crawshaw Group Limited (which subsequently changed its name to
Crawshaw Holdings Limited) in a share for share exchange. Due to the relative
sizes of the companies, the former Crawshaw Holdings Limited became the majority
shareholders of the enlarged group. Following the transaction the Company's
continuing operations and executive management were predominantly those of
Crawshaw Holdings Ltd. Accordingly the substance of the combination was that
Crawshaw Holdings Ltd acquired Felix Group PLC in a reverse acquisition. Felix
Group PLC subsequently changed its name to Crawshaw Group PLC.
As a consequence of applying reverse acquisition accounting, the results of the
Group at 31 January 2009 comprise the results of Crawshaw Holdings Limited for
the year ended 31 January 2009 and those of Crawshaw Group PLC from 11 April
2008. However the equity structure appearing in these condensed interim
financial statements reflects the equity structure of the legal parent,
including the equity instruments issued by the legal parent to effect the
combination.
2. REVENUE
The directors have undertaken a review of the Group's continuing operations and
its associated business risks and consider that the continuing operations should
be reported as a single business segment. The directors consider that the
continuing operations represent one product offering with similar risks and
rewards and should be reported as a single business segment in line with the
Group's internal reporting framework. All revenue received during the period was
received from customers within the United Kingdom.
+-----------------------------------------+-----------+-----------+-------------+
| | Unaudited | Audited | Unaudited |
| | | | |
+-----------------------------------------+-----------+-----------+-------------+
| | 6 Months | 12 Months | 6 Months |
+-----------------------------------------+-----------+-----------+-------------+
| 3. EXCEPTIONAL ITEMS | 31.7.09 | 31.1.09 | 31.7.08 |
+-----------------------------------------+-----------+-----------+-------------+
| | GBP | GBP | GBP |
+-----------------------------------------+-----------+-----------+-------------+
| Refinancing costs | - | 254,908 | 184,105 |
+-----------------------------------------+-----------+-----------+-------------+
| Acquisition costs | - | 1,051,522 | 1,051,522 |
+-----------------------------------------+-----------+-----------+-------------+
| Directors Loss of Office | 86,855 | - | - |
+-----------------------------------------+-----------+-----------+-------------+
| Intangible impairment related to | - | 214,247 | 214,247 |
| reverse acquisition | | | |
+-----------------------------------------+-----------+-----------+-------------+
| Refinancing costs are in relation to fees incurred on a change in the |
| Company's bankers. Acquisition costs and intangible impairment relate to the |
| reverse acquisition of Felix Group PLC. A.Richardson resigned as a director |
| of the Company on 8th May 2009, compensation for loss of office and |
| associated legal costs total GBP86,855. |
+-----------------------------------------+-----------+-----------+-------------+
+-----------------------------------------+------------+-----------+------------+
| | Unaudited | Audited | Unaudited |
+-----------------------------------------+------------+-----------+------------+
| | 6 Months | 12 Months | 6 Months |
+-----------------------------------------+------------+-----------+------------+
| 4. INCOME TAX EXPENSE | 31.7.09 | 31.1.09 | 31.7.08 |
+-----------------------------------------+------------+-----------+------------+
| | GBP | GBP | GBP |
+-----------------------------------------+------------+-----------+------------+
| The income tax expense is based on the | | | |
| estimated effective rate of taxation on | | | |
| trading for the period and represents: | | | |
+-----------------------------------------+------------+-----------+------------+
| Current tax | - | 53,560 | - |
+-----------------------------------------+------------+-----------+------------+
| Deferred tax: | | | |
+-----------------------------------------+------------+-----------+------------+
| Origination and reversal of timing | 41,963 | 65,417 | 4,854 |
| differences | | | |
+-----------------------------------------+------------+-----------+------------+
| Income tax expense | 41,963 | 118,977 | 4,854 |
+-----------------------------------------+------------+-----------+------------+
5. EARNINGS PER ORDINARY SHARE
Basic earnings per ordinary share is calculated by dividing the earnings
attributable to the ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period of 53,518,778 (31/1/09:
43,711,390)
(31/07/08: 40,693,377).
Diluted EPS is not calculated as in accordance with IAS33 potential ordinary
shares are only dilutive when their conversion to ordinary shares would decrease
earnings per share or increase the loss per share from continuing operations.
6. CAPITAL AND RESERVES
+---------------------------------------------------------------------------------------------+
| Share Share Rev. Capital Retained Total |
| Acq. |
| Capital Premium Reserve Cont. Earnings Equity |
| Res. |
| GBP GBP GBP GBP GBP GBP |
| Balance 2,406,763 15,981,764 (18,175,942) 119,696 296,599 628,880 |
| at 1 |
| February |
| 2008 |
| Loss - - - - (964,723) (964,723) |
| for the |
| period |
| Share - - - - 54,892 54,892 |
| based |
| payment |
| Issue of 1,316,000 - 489,263 - - 1,805,263 |
| shares |
| to |
| effect |
| reverse |
| acquisition |
| Issue of 244,000 - 1,583,567 - - 1,827,567 |
| shares |
| for |
| Crawshaw |
| Holdings |
| Ltd |
| preference |
| shares |
| Proceeds 533,333 3,382,873 - - - 3,916,206 |
| from |
| share |
| issue |
| Cancellation (2,166,087) (14,383,588) 16,549,675 - - - |
| of 0.9p |
| deferred |
| shares |
| Capital - - 29,615 - 29,615 |
| contribution |
| Balance 2,334,009 4,981,049 446,563 149,311 (613,232) 7,297,700 |
| at 31 |
| January |
| 2009 |
| Loss for - - - - (85,852) (85,852) |
| the |
| period |
| Share - - - - 36,585 36,585 |
| based |
| payment |
| Loan 294,118 705,882 - - - 1,000,000 |
| note |
| conversion |
| Issue of 262,813 630,687 - - - 893,500 |
| shares |
| Balance 2,890,940 6,317,618 446,563 149,311 (662,499) 9,141,933 |
| at 31 |
| July |
| 2009 |
| 7. SHARE 31.7.09 31.1.09 31.7.08 |
| CAPITAL |
| Authorised GBP GBP GBP |
| 96,678,257 4,833,913 4,833,913 4,833,913 |
| ordinary |
| shares of |
| 5p each |
| Allotted, GBP GBP GBP |
| called up |
| and fully |
| paid |
| 57,818,801 2,890,940 2,334,009 2,334,009 |
| ordinary |
| shares of |
| 5p each |
| |
+---------------------------------------------------------------------------------------------+
8. RELATED PARTY TRANSACTIONS
Crawshaw Butchers Limited, a subsidiary of Crawshaw Holdings Limited, holds a
50% share in a partnership which trades under the name of RGV Refrigeration. The
operations of the partnership comprise of the maintenance and repair of
refrigeration machinery for a variety of customers. The Group received
management charges of GBP4,000 in the period from RGV Refrigeration.
INDEPENDENT REVIEW REPORT TO CRAWSHAW GROUP PLC
Introduction
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly report for the six months ended 31 July 2009 which
comprises the Condensed Consolidated Statement of Comprehensive Income,
Condensed Consolidated Balance Sheet, Condensed Consolidated Cashflow Statement,
Condensed Consolidated Statement of Changes in Shareholders' Equity and the
related explanatory notes. We have read the other information contained in the
half-yearly report and considered whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed set of
financial statements.
This report is made solely to the company in accordance with the terms of our
engagement. Our review has been undertaken so that we might state to the company
those matters we are required to state to it in this report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company for our review work, for this
report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly report is the responsibility of, and has been approved by, the
directors. The directors are responsible for preparing the half-yearly report in
accordance with the AIM Rules.
As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with IFRSs as adopted by the EU. The condensed set of
financial statements included in this half-yearly report has been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed
set of financial statements in the half-yearly report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410 Review of Interim Financial Information
Performed by the Independent Auditor of the Entity issued by the Auditing
Practices Board for use in the UK. A review of interim financial information
consists of making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance with
International Standards on Auditing (UK and Ireland) and consequently does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an
audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe
that the condensed set of financial statements in the half yearly report for the
six months ended 31 July 2009 is not prepared, in all material respects, in
accordance with IAS 34 as adopted by the EU and AIM Rules.
A J Stone (Senior Statutory Auditor)
For and behalf of KPMG Audit Plc (Statutory Auditor)
Chartered Accountants
Leeds
13 October 2009
The interim financial information for the 6 month period ended 31 July 2009 has
not been audited but has been reviewed by the auditors.
The comparative figures for the financial year ended 31 January 2009 are not the
Company's statutory accounts for that financial year. Those accounts have been
reported on by the Company's auditors and delivered to the registrar of
companies. The report of the auditors was (i) unqualified, (ii) did not include
a reference to any matters to which the auditors drew attention by way of
emphasis without qualifying their report, and (iii) did not contain a statement
under section 237(2) or (3) of the Companies Act 1985. This announcement has
been agreed with the company's auditors for release.
A copy of the full interim report will be sent to all shareholders shortly and
will be available from the company's registered office : Unit 15 Bradmarsh
Business Park, Bow Bridge Close, Rotherham, S60 1BY, next week. It will also be
published on the Company's website www.crawshawgroupplc.com.
For further information please contact:
Crawshaw Group PLC
Lynda Sherratt, Finance Director and Company Secretary,
01709 369 602
Investec Investment Banking
James Grace/Martin Smith
0207 597 5970
This information is provided by RNS
The company news service from the London Stock Exchange
END
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