TIDMEVOL
RNS Number : 0375P
Evolve Capital PLC
28 September 2011
Embargo for release until 07:00 on Wednesday 28 September
2011
Evolve Capital plc
("Evolve" or the "Company")
Interim results for the six months ended 30 June 2011
Evolve Capital plc today announces its interim results for the
six months ended 30 June 2011 which incorporate the results for its
principal operating subsidiary, Astaire Group plc.
For further information
please contact:
Evolve Capital plc Tel: 020 7937 4445
Oliver Vaughan, Chairman
Allenby Capital Limited Tel: 020 3328 5656
Nick Naylor/Nick Athanas/James
Reeve
Chairman's Statement
I am pleased to report to you on the Company's activities during
the six months to 30 June 2011.
Markets conditions during the period and subsequently have
remained very difficult and as highlighted in my Chairman's
statement contained within the accounts for the year ended 31
December 2010, we have reduced our overhead base and continue to
wait patiently for one or more of our investments to come to
fruition.
As in previous periods the results for the Group have been
heavily influenced by events within our largest subsidiary Astaire
Group Plc ("Astaire"), in which Evolve has a 53.6% interest. The
results for Astaire during the period under review do not readily
provide much in the way of relevant information to our shareholders
as they reflect the final disposal of two of its own subsidiary
businesses, Dowgate Securities and Rowan Dartington, at different
points within the period under review.
Perhaps of more significance to shareholders is the announcement
that was made by Astaire on 6 September 2011, which gave details of
Evolve's intention to acquire all of the shares in Astaire that it
does not currently own and thereby to turn Astaire into a wholly
owned subsidiary of Evolve. This is to be achieved by way of a
Court sanctioned Scheme of Arrangement, under the terms of which
each Astaire shareholder will receive 7 new ordinary shares in
Evolve for each 5 ordinary shares currently held by them in
Astaire. Alternatively, those Astaire shareholders who would prefer
to exit the group can elect to receive a cash payment of 2p for
each Astaire share currently held by them. Full details on the
Scheme of Arrangement were contained in the announcement made by
Astaire on 6 September 2011.
Evolve's strategy going forward is to take such steps as are
open to it to mitigate the historic losses suffered by it as a
consequence of its investment in Astaire and to focus its remaining
resources on investments capable of generating a significant return
for the Company and for its shareholders. In this regard, after the
end of the period under review, the Company has agreed to
participate in a fundraising being carried out by 3D Diagnostic
Imaging Plc, an AIM listed company in which Evolve already holds a
significant stake. Evolve is to subscribe GBP500,000 for 25,000,000
new ordinary shares of 0.1p each at a price of 2p per share.
Also after the end of the period under review the Company has
invested GBP500,000 into Central Asian Minerals & Resources Plc
(CAMAR), a PLUS listed company whose wholly owned subsidiary owns a
49% stake in a joint venture gold mining project based in
Tajikistan, to acquire 769,231 units. A unit comprises one new
ordinary share with an issue price of 65p and a warrant to acquire
one additional CAMAR share at a price of 65p per share. This
investment was part of GBP4.4 million fundraising completed by
CAMAR.
In order to be able to make these investments Evolve borrowed an
additional GBP775,000 after the period end from Kimono Holdings
Ltd, an existing shareholder of Evolve, and entered into a new loan
agreement with Kimono that consolidated this additional loan and
the existing indebtedness of the Company to Kimono of GBP479,636
under a single loan agreement. Full details on these arrangements
were announced by Evolve on 24 August 2011. I also agreed to lend
the Company an additional GBP100,000 at the same rate of interest
as the loan from Kimono.
As a part of its strategy Evolve intends to optimise its returns
through a series of staged exits from the other companies in which
it has invested. This will be done on an orderly basis although the
Board anticipates that this might take a number of years to
achieve.
INVESTMENTS
Astaire Group Plc ("Astaire")
As outlined above it is Evolve's intention that Astaire becomes
a wholly owned subsidiary. Should this be achieved the task in hand
will be to optimise the value that can be realised from the assets
remaining within the company and minimise any on-going liabilities
for the benefit of Evolve's shareholders.
St Helens Capital Partners LLP ("St Helens")
St Helens remains a wholly owned subsidiary and continues to be
a leading adviser to PLUS-quoted companies. In May 2011 St Helens
won the award for the 'Fundraising of the Year' and subsequently
went on to win the Growth Company Investor award for 'PLUS Advisor
of the Year'.
Despite challenging market conditions the business continues to
trade satisfactorily and is well placed to develop as and when
market conditions improve.
3D Diagnostic Imaging Plc ("3D")
Evolve currently holds 31.7 % of 3D's issued share capital and
has agreed to invest an additional GBP500,000 as a part of a
GBP1.41 million fundraising currently being undertaken by 3D.
3D owns the exclusive rights to a technology platform using
ACIST (alternating current impedance spectroscopy technique) to
accurately measure the integrity of a given structure. The first
commercial product based upon the technology, a highly accurate
hand held device for the early detection and monitoring of hidden
tooth decay has now been launched. Despite an initial setback
caused by a manufacturing defect, which has now been fully
resolved, the company has successfully signed distribution
agreements covering some 20 countries around the world. The focus
is now on gaining sales traction in those market places.
Woodspeen Training Group Plc ("Woodspeen")
Woodspeen is a training company focused on the Government
sponsored non-academic adult training sector. The company is led by
a highly experienced management team and recently announced that
for the year to 31 March 2011 it had made a trading profit of
GBP693,182. This was before an exceptional charge of GBP1,950,000
against the carrying value of goodwill, to reflect government
changes to the funding regime.
The company is continuing to pursue a consolidation strategy in
an attempt to reach what management of Woodspeen consider to be
critical mass. Current expectations are that the company will
continue to trade profitably and to generate cash, albeit on a
lower level than in the previous year.
Pulse Group Plc ("Pulse")
Pulse is a leading provider of RPO (research process
outsourcing) in the Asia Pacific region and services market
research companies throughout the world. The Company is listed on
the PLUS market and is expected to have generated a pre-tax profit
of some $50,000 for the year to 31 May 2011.
Whilst the company continues to make strides forward in
technology, it remains sub scale in size and as a consequence is
seeking to merge with one or more strategic partners to create the
critical mass that is anticipated will lead to a significant
increase in shareholder value.
Bluehone Holdings Plc ("Bluehone")
During its last financial year this PLUS listed fund management
company lost the mandate to manage one of its two funds. As a
consequence of this loss the company has become moribund and is
likely to remain so until such time as it succeeds in securing
additional funds to manage.
Central Asian Minerals and Resources plc ("CAMAR")
CAMAR is a PLUS listed company whose subsidiary has a 49% share
in a joint venture gold mining project in Tajikistan. The company
recently raised some GBP4.4 million before costs and the immediate
focus of the company is to establish the extent of the additional
resources that they believe to exist within its licensing
areas.
Aconite Technology Limited ("Aconite")
Aconite is a private company that has developed and now
distributes a suite of software products for the operation of chip
and pin payment cards, pre-paid debit cards and contactless payment
cards for use in mass transit applications. The company is now
trading profitably and is cash generative.
Evolve's investments at 30 June 2011 can be summarised as
follows:
Fair Value
Shares at 30
held by Holding June 2011
Investment Market Evolve % Cost (GBP) (GBP)
------------- ---------- ------------ --------- ------------ ------------
Aconite
Technology
Ltd Private 201,190 2.7 211,249 26,750
------------- ---------- ------------ --------- ------------ ------------
Bluehone
Holdings
Plc PLUS 23,615,411 19.9 386,763 401,462
------------- ---------- ------------ --------- ------------ ------------
Pulse Group
Plc PLUS 6,718,888 7.3 302,350 64,599
------------- ---------- ------------ --------- ------------ ------------
Woodspeen
Training
Plc PLUS 3,000,000 8.3 450,000 701,250
------------- ---------- ------------ --------- ------------ ------------
3D
Diagnostic
Imaging
Plc AIM 53,974,354 31.7 1,289,925 917,564
------------- ---------- ------------ --------- ------------ ------------
Fair value of the PLUS quoted investments is calculated based on
the bid price of the shares less a 15 per cent discount to reflect
the relative illiquidity of the holdings concerned. At this time
the Board of Evolve does not believe that the fair values could be
achieved in a short-term realisation of the investments.
Evolve also owns 53.61 per cent of the issued share capital of
Astaire which has a carrying value of GBP2,748,000 on the Company's
balance sheet.
FINANCIAL PERFORMANCE
During the period under review the Group reported a loss of
GBP1,958,000 (six months to 30 June 2010 loss GBP864,000). As in
previous periods the majority of this loss arose within the Group's
main subsidiary Astaire.
At 30 June 2011 the Group had consolidated net assets of GBP6.9
million (30 June 2010 GBP14.2 million, which sum included cash
balances of GBP4.7 million (31 December 2010 GBP4.4 million, 30
June 2010 GBP5.6 million).
During the coming months we intend to focus on our core strategy
and I look forward to advising you of further progress in due
course.
Oliver Vaughan
Executive Chairman
27 September 2011
Financial Review
Result before tax
The result for the first six months of 2011 was a loss before
taxation of GBP1,958,000 compared to a loss of GBP864,000 for the
same period in 2010.
Income statement
The consolidated results for the period include the remaining
activities of the Astaire Group, which is 53 per cent owned by
Evolve and therefore fully consolidated in these Interim results,
the wholly owned PLUS adviser St Helens Capital Partners LLP and
Evolve Capital Plc's other investment activities.
Taxation
The tax credit for the period of GBP849,000 (30 June 2010:
credit of GBP209,000) reflects deferred tax on movements in the
value of investments.
Earnings per share
The basic loss per share from continuing operations was 0.72
pence per share (2010: loss of 0.48 pence per share). The diluted
loss per share from continuing operations was 0.53 pence per share
(2010: loss of 0.48 pence per share). The dilution arises from the
issue of Unsecured Convertible Loan Notes 2020 in September
2010.
Balance sheet
At 30 June 2011, the carrying value of intangibles in the
balance sheet was GBP121,000 and related wholly to St Helens
Capital Partners LLP.
The other significant movement affecting the balance sheet was
the decrease in the carrying value of FVTPL investments since 31
December 2010 by GBP3,566,000, which is related to the fall in
market value of 3D Diagnostics, as well as a reduction in the value
of Astaire's remaining FVTPL investments to zero. Astaire did
however realise a number of FVTPL investments during the period
generating a gain of GBP1,139,000.
At 30 June 2011 the consolidated Evolve Group held net cash
balances of GBP4.7 million, a small increase of GBP0.3 million from
31 December 2010.
Going concern
Upon completion of the Scheme of Arrangement that was announced
by Astaire on 6 September 2011, Astaire will become a wholly owned
subsidiary of the Group and as a consequence its assets, including
its cash balances, will then form a part of the resources available
to the Group.
As a result of this consideration and of the other resources and
options currently available to the Group, the Directors have a
reasonable expectation at the time of approving the interim
financial statements that the Company and the Group will have
adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the
going concern basis in preparing the interim financial
statements.
Oliver Vaughan
Executive Chairman
27 September 2011
Condensed Consolidated Income Statement
for the six months ended 30 June 2011
Unaudited Unaudited
Six months Six months Audited
to to Year ended
30 June 30 June 31 December
11 10 10
GBP'000 GBP'000 GBP'000
Fee and commission income 287 7,679 533
Fee and commission expenses - (1,276) (23)
------------- ------------- --------------
Net fee and commission
income 287 6,403 510
Other income 639 499 -
------------- ------------- --------------
Total income 926 6,902 510
Profit on disposal of
available-for-sale
investments 1,139 24 359
(Loss)/Gain on fair value
through profit and loss
investments (3,567) 1,846 (186)
Loss on sale of subsidiary
undertaking (241) - (1,052)
Operating expenses
Impairment of goodwill
and other intangibles - (1,308) (362)
Amortisation of other
intangibles (38) (326) (76)
Restructuring costs - (260) -
Share-based payments credit - - 85
Share-based payments charge - (83) -
Other operating expenses (1,112) (7,916) (3,445)
-------------------------------- ------------- ------------- --------------
Total operating expenses (1,150) (9,893) (3,798)
------------- ------------- --------------
Operating loss (2,893) (1,121) (4,167)
Investment revenue 30 49 36
Finance costs (17) (1) (33)
------------- ------------- --------------
Loss on ordinary activities
before taxation (2,880) (1,073) (4,164)
Taxation credit/(charge) 849 209 (327)
------------- ------------- --------------
Loss from continuing
operations (2,031) (864) (4,491)
Discontinued operations
Profit/(Loss) from
discontinued operations 73 - (4,346)
------------- ------------- --------------
Loss for the period (1,958) (864) (8,837)
============= ============= ==============
Attributable to:
Owners of the Company (1,831) 424 (5,279)
Non-controlling interests (127) (1,288) (3,558)
------------- ------------- --------------
(1,958) (864) (8,837)
============= ============= ==============
Loss per ordinary share
(pence)
From continuing operations
- Basic (0.72) (0.48) (2.13)
- Diluted (0.53) (0.48) (1.85)
============= ============= ==============
From continuing and
discontinued operations
- Basic (0.69) (0.48) (4.18)
- Diluted (0.51) (0.48) (3.65)
============= ============= ==============
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2011
Unaudited Unaudited
Six months Six months Audited
to to Year ended
30 June 30 June 31 December
11 10 10
GBP'000 GBP'000 GBP'000
Loss for the period (1,958) (864) (8,837)
============= ============= ==============
Other comprehensive income:
Gains on revaluation of
available-for-sale
investments taken to equity,
net of tax (448) 26 208
Exchange differences on
translation of foreign
operations - - -
Exchange differences on
sale of foreign operations - - -
Transferred to profit or loss
on sale of available-for-sale
investments (1) (4) (63)
Deferred tax relating to
components of other
comprehensive income 84 (10) (171)
------------- ------------- --------------
Other comprehensive income
for the
period, net of tax (365) 12 (26)
------------- ------------- --------------
Total comprehensive income
for the period (2,323) (852) (8,863)
============= ============= ==============
Total comprehensive income
attributable to
Owners of the Company (2,223) 446 (5,286)
Non-controlling interests (100) (1,298) (3,577)
------------- ------------- --------------
(2,323) (852) (8,863)
============= ============= ==============
Condensed Consolidated Balance Sheet
as at 30 June 2011
Unaudited Unaudited Audited
30 June 30 June 31 December
11 10 10
GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Goodwill - 299 -
Other intangible assets 121 3,433 160
Property, plant and equipment 5 732 7
Total non-current assets 126 4,464 167
----------- ----------- --------------
Current assets
Trade and other receivables 1,345 10,899 1,816
Available-for-sale investments 3,050 2,847 2,346
Fair value through profit
and loss investments 918 6,438 4,484
Cash and cash equivalents 4,740 5,655 4,463
Assets held for sale - - 7,272
----------- ----------- --------------
Total current assets 10,053 25,839 20,381
----------- ----------- --------------
Total assets 10,179 30,303 20,548
=========== =========== ==============
LIABILITIES
Current liabilities
Trade and other payables 733 10,401 2,478
Current tax liabilities - 20 1
Borrowings - 182 -
Liabilities directly associated
with assets held for sale - - 5,373
----------- ----------- --------------
Total current liabilities 733 10,603 7,852
----------- ----------- --------------
Non-current liabilities
Deferred tax liabilities 99 873 1,032
Convertible loan stock 178 - 172
----------- ----------- --------------
Total non-current liabilities 277 873 1,204
----------- ----------- --------------
Total liabilities 1,010 11,476 9,056
----------- ----------- --------------
EQUITY
Share capital 1,890 1,785 1,890
Share premium 11,789 11,457 11,789
Equity reserve 247 - 247
Fair value and other reserves 329 740 721
Retained (deficit)/earnings (7,279) 252 (5,448)
----------- ----------- --------------
Parent Company's shareholders'
equity 6,976 14,234 9,199
Non-controlling interests 2,193 4,593 2,293
Total equity and liabilities 10,179 30,303 20,548
=========== =========== ==============
Condensed Consolidated Statement of Changes in Equity
for the six months ended 30 June 2011
Fair
value
and
Share Share Equity other Retained Minority Total
capital premium reserve reserves earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31
December 2009 1,785 11,457 - 728 (255) 13,715 5,871 19,586
Share-based
payments - - - - 83 83 - 83
Profit for the
period - - - - 424 424 (1,288) (864)
Other
comprehensive
income for
the period - - - 12 - 12 10 22
Balance at 30
June 2010 1,785 11,457 - 740 252 14,234 4,593 18,827
---------------- --------- --------- --------- ---------- ---------- --------- ---------- ---------
Issue of share
capital 105 419 - - - 524 - 524
Share issue
expenses - (87) - - - (87) - (87)
Issue of
convertible
loan stock - - 241 - - 241 - 241
Share-based
payments
credit - - - - 9 9 - 9
Loss for the
year - - - - (5,703) (5,703) (2,270) (7,973)
Transfer
between
reserves - - 6 - (6) - - -
Other
comprehensive
income for
the year - - - (19) - (19) (30) (49)
Balance at 31
December 2010 1,890 11,789 247 721 (5,448) 9,199 2,293 11,492
---------------- --------- --------- --------- ---------- ---------- --------- ---------- ---------
Loss for the
period - - - - (1,831) (1,831) (127) (1,958)
Other
comprehensive
income for
the period - - - (392) - (392) 27 (365)
---------------- --------- --------- --------- ---------- ---------- --------- ---------- ---------
Balance at 30
June 2011 1,890 11,789 247 329 (7,279) 6,976 2,193 9,169
================ ========= ========= ========= ========== ========== ========= ========== =========
Condensed Consolidated Statement of Cash Flows
for the six months ended 30 June 11
Unaudited Unaudited
Six months Six months Audited
to to Year ended
30 June 30 June 31 December
11 10 10
GBP'000 GBP'000 GBP'000
Net cash used in operating
activities (2,215) (2,123) (3,653)
------------- ------------- --------------
Investing activities
Interest received 20 49 49
Dividends received 14 17 17
Proceeds on disposal of
available-for-sale
investments 2,508 92 599
Purchases of
available-for-sale
investments (931) (38) (211)
Purchases of fair value
through profit and loss
investments - - (450)
Proceeds on disposal of
property, plant and equipment - - 1
Purchases of property,
plant and equipment - (419) (437)
Disposal of subsidiary 881 - (263)
------------- ------------- --------------
Net cash from/(used in)
investing activities 2,492 (299) (695)
------------- ------------- --------------
Financing activities
Proceeds from issue of
ordinary share capital - - 524
Proceeds from issue of
convertible loan stock - 480
Expenses of share issue - - (88)
------------- ------------- --------------
Net cash from financing
activities - - 916
------------- ------------- --------------
Net increase/(decrease)
in cash and cash equivalents 277 (2,422) (3,432)
Cash and cash equivalents
at beginning of period 4,463 7,895 7,895
Cash and cash equivalents
at end of period 4,740 5,473 4,463
============= ============= ==============
Notes to the Interim Condensed Financial Statements
for the six months ended 30 June 2011
ACCOUNTING POLICIES
The Interim Report is unaudited and does not constitute
statutory accounts within the meaning of section 435 of the
Companies Act 2006.
The accounting policies used in the preparation of the Interim
Report are consistent with those set out in the Annual Report and
Accounts for the year ended 31 December 2010. For the year ended 31
December 2010 the Group has adopted International Financial
Reporting Standard 3 "Business Combinations" (revised 2008) and
International Accounting Standard 27 "Consolidated and Separate
Financial Statements" (revised 2008). There is no impact associated
with these changes in these Interim Condensed Financial
Statements.
The information for the year ended 31 December 2010 does not
constitute statutory accounts as defined in section 434 of the
Companies Act 2006. A copy of the statutory accounts for that year
has been delivered to the Registrar of Companies. The auditors
reported on those accounts; their report was unqualified, did not
draw attention to any matters by way of emphasis and did not
contain a statement under section 498(2) or (3) of the Companies
Act 2006.
The interim condensed financial statements will be circulated to
all shareholders in October 2011 and will be available from the
Company's registered office at 223a Kensington High Street, London
W8 6SG and also in accordance with Rule 20 of the AIM rules, on the
Company's website at www.evolvecapital.co.uk.
2. TAXATION
The tax credit for the six months to 30 June 2011 reflects all
the necessary provisions for current tax, taking into account the
availability of losses brought forward, and movements in deferred
tax with reference to the adjustments necessary under IFRS. In
arriving at the effective tax rate account has been taken of the
change in the rate of tax charged, and the disallowance of the cost
of share-based payments charged to the income statement. Current
income tax expense is recognised in these interim condensed
financial statements based on management's best estimates of the
annual income tax liability expected for the full financial
year.
3. EARNINGS PER SHARE
The calculation of the basic and diluted loss per ordinary share
is based on the following data.
Six months ended
Six months ended 30 June 2011 30 June 2010
Continuing & Continuing &
Continuing discontinued Continuing discontinued
operations operations operations operations
GBP'000 GBP'000 GBP'000 GBP'000
Earnings
Loss for the
purposes of
basic loss
per share (2,031) (1,958) (864) (864)
Effect of
dilutive
potential
ordinary
shares:
Interest on
convertible
loan notes 17 17 - -
Loss for the
purposes of
diluted
earnings
per share (2,014) (1,941) (864) (864)
============= ============== ============= ==============
No. No. No. No.
Weighted
average
number of
shares
Number of
shares for
the
purposes of
basic loss
per share 283,356,099 283,356,099 178,486,235 178,486,235
Effect of
dilutive
potential
ordinary
shares:
Convertible
loan notes 95,927,150 95,927,150 - -
Number of
shares for
the
purposes of
diluted
loss per
share 379,283,249 379,283,249 178,486,235 178,486,235
============= ============== ============= ==============
Reconciliations of the loss and weighted average number of
shares used in the calculations are set out in the table below.
Six months ended Six months ended
30 June 2011 30 June 2010
Weighted Weighted
Average Earnings Average Earnings
Number per Number per
Loss of share Loss of share
GBP'000 shares (pence) GBP'000 shares (pence)
Basic loss
per share
Loss from
continuing
and
discontinued
operations (1,958) 283,356,099 (0.69) (864) 178,486,235 (0.48)
========== ==========
Adjustment
to exclude
earnings from
discontinued
operations 73 - - -
Loss from
continuing
operations
excluding
discontinued
operations (2,031) 283,356,099 (0.72) (864) 178,486,235 (048)
========== ==========
Diluted loss
per share
Loss from
continuing
and
discontinued
operations (1,941) 379,283,249 (0.51) (864) 178,486,235 (0.48)
========== ==========
Adjustment
to exclude
earnings from
discontinued
operations 73 - - -
Loss from
continuing
operations
excluding
discontinued
operations (2,014) 379,283,249 (0.53) (864) 178,486,235 (048)
========== ==========
4. POST BALANCE SHEET EVENTS
On 24 August 2011 the Company announced that it had entered into
a new loan agreement with one of its existing shareholders, Kimono
Holdings Limited, under the terms of which Kimono advanced an
additional GBP775,000 to the Company. The agreement also
consolidated this additional loan and the existing indebtedness of
the Company to Kimono of GBP479,636 under a single loan agreement.
Full details on these arrangements were contained within the
announcement made on 24 August 2011.
On the same date Oliver Vaughan agreed to lend the Company an
additional GBP100,000 at the same rate of interest as the loan from
Kimono.
These funds, together with certain of the Company's existing
resources, have been used to finance the Company's GBP500,000
investment in CAMAR and its additional GBP500,000 investment in
3D.
On 6 September 2011 Astaire released an announcement, which gave
details of Evolve's intention to acquire all of the shares in
Astaire that it does not currently own and thereby to turn Astaire
into a wholly owned subsidiary of Evolve. This is to be achieved by
way of a Court sanctioned Scheme of Arrangement, under the terms of
which each Astaire shareholder will receive 7 new ordinary shares
in Evolve for each 5 ordinary shares currently held by them in
Astaire. Alternatively, those Astaire shareholders who would prefer
to exit the group can elect to receive a cash payment of 2p for
each Astaire share currently held by them. Full details on the
Scheme of Arrangement were contained in the announcement made by
Astaire on 6 September 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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