TIDMPTH
RNS Number : 9856Z
Promethean PLC
23 March 2012
23 March 2012
Promethean plc
Interim Results for the 6 months ended 31 December 2011
Promethean plc ("Company" or the "Group") today announces its
interim results for the six months ended 31 December 2011.
Financial Highlights:
- During the six month period, Promethean's NAV decreased by
GBP8.8m. Principally this was due to a fall in the quoted share
price of Cambria Automobiles plc (GBP5.0m) and the IFG Group plc
stake being realised at a lower valuation than recorded at June
2011 (GBP3.1m).
- Up to 31 December 2011, a total of 88 pence per share has been
returned to continuing shareholders (including carried interest
distributions paid to eligible shareholders). On 24 February 2012,
the Company announced it will be returning a further 6 pence per
share from the proceeds of the IFG Group plc share sale to
shareholders as soon as practicable after 23 March 2012.
Further enquiries:
Promethean plc
Sir Peter Burt +44 (0) 207 479 7660
James King / Gillian Martin
Fairfax I.S. PLC +44 (0) 207 598 5368
Other corporate information can be found at:
http://www.prometheanplc.com
Chairman's Statement
Introduction
Following shareholder approval at the June 2009 Annual General
Meeting, the Company amended its investment policy to an active
divestment strategy. The Company has been working together with the
Manager to realise the remaining portfolio in an orderly manner in
order to maximise the capital returned to shareholders. During the
period, the Company realised its stake in IFG Group plc and has
made significant progress towards realising the investments in
Cambria Automobiles plc, January Loan Services Limited and TIS
Group. The Company expects to be able to update the market before
its year end on the progress of each sale process.
To date the Company has returned 88 pence per share to
continuing third party shareholders (including carried interest
distributions paid to eligible shareholders) and will return a
further 6 pence on 23 March 2012, bringing the total returned to
94p per share.
As previously announced, the Board intends to propose a wind-up
resolution for the Company at the next Annual General Meeting.
As always, the Board and members of the Manager are available
for meetings or to answer any questions which you may have.
Sir Peter Burt
Chairman
23 March 2012
Investment Manager's Review
The Investment Manager
Promethean Investments Fund LP ("Promethean") is managed by
Promethean Investments LLP (the "Manager"). Promethean is a limited
partnership that holds the Group's investments and of which the
Company is a Member along with its senior executives.
Overview
The Manager is aiming to achieve an orderly realisation process
within the time frame agreed for the remaining investments, despite
the challenging economic conditions that currently prevail. The
Manager remains hopeful of delivering further satisfactory returns
for shareholders.
To date, some 88 pence per share has been returned to continuing
third party shareholders (including carried interest distributions
paid to eligible shareholders) and together with the current NAV,
represent 136 pence per share, compared to the original placing
price of 100 pence per share. The Manager believes that this
performance relative to similar UK listed funds raised and invested
during the same period has been satisfactory.
Portfolio
As at 31 December 2011, the portfolio was as follows:
Valuation(4) Gain/(Loss)
Company Sector Cost GBP'000 GBP'000 GBP'000
----------------------- ---------------------- ------------- ------------- ------------
Cambria Automobiles
plc (1) Automotive retailing 8,114 7,997 (117)
----------------------- ---------------------- ------------- ------------- ------------
InterMediactive Group
(2) Telecoms services - 3,153 3,153
----------------------- ---------------------- ------------- ------------- ------------
January Loan Services
Limited (3) Financial services 115 575 460
----------------------- ---------------------- ------------- ------------- ------------
TIS Group Financial services 10,006 5,925 (4,081)
----------------------- ---------------------- ------------- ------------- ------------
Total 18,235 17,650 (585)
----------------------------------------------- ------------- ------------- ------------
Note:
1. The cost of Cambia Automobiles plc reflects the original cost
of the investment less the cost of the in-specie return and carried
interest distributions made on 1 April 2010.
2. The cost of InterMediactive Group has been reduced to zero as
the remaining investment reflects the carrying value of the vendor
loan notes only following the sale of InterMediactive on 1 April
2010.
3. The cost of January Loan Services Limited reflects the amount
of the secured loan notes held by Promethean in Enterprise Group
that were offset to reflect the assets retained by January Loan
Services Limited.
4. The valuations are in accordance with IFRS / IPEVCA
guidelines. Valuation of listed investments is based on the closing
bid price as at 31 December 2011. The valuation of private
companies also includes accrued interest on loan notes which is
disclosed separately on the Statement of Financial Position.
Portfolio Review
Cambria Automobiles plc
The share price in Cambria Automobiles plc ("Cambria") fell from
39p to 24p during the period, resulting in a reduction in the
valuation of GBP5.0m. It is our view that the share price has been
affected by general market sentiment towards the UK motor retail
industry as well as market awareness of the Company's desire to
exit the investment. The Manager and the Board of Cambria have held
discussions in relation to the early release of the lock up deed
which prevents the sale or distribution of the Cambria shares held
by the Company on or before 30 June 2012. Whilst there is not as
yet a firm agreement in place, the discussion has progressed well
and it is expected that the mechanics of this distribution will be
announced in due course.
The investment is valued at the closing bid price as at 30
December 2011 of 24 pence per share. On 22 March 2012 the closing
bid price was 27.5 pence per share.
IFG Group plc
Promethean sold its stake in IFG Group plc ("IFG") in November
2011 for GBP3.8m. This resulted in a realised loss on the cost of
the investment of GBP2.5m. Gross dividends received over the period
of investment amounted to GBP0.5m.
January Loan Services Limited
January Loan Services Limited ("JLSL") continues to perform well
in a difficult market. The Manager has entered into discussions
with JLSL's management with regards to selling its stake in the
business and would hope to announce a successful conclusion before
the June year end.
InterMediactive Group
Promethean and the management of InterMediactive ("IMA") failed
to reach an agreement on the early repayment of the vendor loan
notes and contingent deferred consideration. The business continues
to perform well and has paid external debt ahead of schedule.
TIS Group
The discussions on the sale of the TIS Group are progressing
satisfactorily although the sales process is taking longer than
anticipated. The Manager expects to make a further announcement
before the June year end. There can, however, be no guarantee that
an exit will be achieved in the short to medium term.
Media Square plc
During the period Media Square plc ("MSQ") was placed into
administration. Despite reporting satisfactory trading results for
the interim period to 31 August 2011, the group was ultimately
constrained by the level of debt and associated funding costs. The
Manager has therefore recorded a further write-down of GBP0.1m in
the period. The realised loss on the cost of the investment is
GBP6.1m.
Outlook
The economic conditions are making the sales processes for all
investments increasingly difficult, and longer to complete.
However, the Manager anticipates being in a position to offer
Promethean plc shareholders a wind up vote at the AGM.
Promethean Investments LLP
23 March 2012
Independent review report to Promethean plc
Introduction
We have been engaged by the Company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 31 December 2011 which comprises the unaudited
Group Statement of Comprehensive Income, the unaudited Group
Statement of Financial Position, the unaudited Statement of Changes
in Equity, the unaudited Statement of Cash Flows and the related
explanatory notes 1-3. We have read the other information contained
in the half yearly financial report which comprises only the
Chairman's Statement and Investment Manager's Review 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
guidance contained in ISRE (UK and Ireland) 2410, 'Review of
Interim Financial Information performed by the Independent Auditor
of the Entity'. Our review work has been undertaken so that we
might state to the Company those matters we are required to state
to them in a review 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 conclusion we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The AIM rules of the London
Stock Exchange require that the accounting policies and
presentation applied to the financial information in the
half-yearly financial report are consistent with those which will
be adopted in the annual accounts having regard to the accounting
standards applicable for such accounts.
As disclosed in note 2, the annual financial statements of the
group are prepared in accordance with IFRSs as adopted by the
European Union. The condensed set of financial statements included
in this half-yearly financial report has been prepared in
accordance with the basis of accounting described in note 2.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the half-yearly
financial 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 United Kingdom. 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 financial report for the six months ended 31
December 2011 is not prepared, in all material respects, in
accordance with the basis of accounting described in note 2.
GRANT THORNTON AUDITOR
ISLE OF MAN
23 MARCH 2012
Promethean plc
Group Statement of Comprehensive Income for the period to 31
December 2011
Unaudited
Group Group Group
Period Period Year
1 July 1 July 1 July
2011 to 2010 to 2010 to
31 Dec 31 Dec 30 June
2011 2010 2011
GBP'000 GBP'000 GBP'000
Investing Operations
Investment and other income 1,891 1,434 3,223
Realised and unrealised loss on
financial investments (9,678) (9,655) (2,768)
--------- --------- ---------
(7,787) (8,221) 455
Management and other expenses (959) (709) (1,326)
Loss from investing activities (8,746) (8,930) (871)
--------- --------- ---------
Loss before finance costs and taxation (8,746) (8,930) (871)
--------- --------- ---------
Finance income 1 1 3
Finance costs (3) (2) (5)
Loss before tax (8,748) (8,931) (873)
--------- --------- ---------
Income tax expense (17) (17) (34)
Group Loss (8,765) (8,948) (907)
--------- --------- ---------
Loss per share - (basic and diluted) (19.40p) (19.80p) (2.01p)
Promethean plc
Group Statement of Financial Position as at
31 December 2011
Unaudited
Group Group Group
31 Dec 31 Dec 30 June
2011 2010 2011
GBP'000 GBP'000 GBP'000
Non-current assets
Property, plant and equipment 10 20 12
Investments held at fair value
through profit or loss 17,573 21,345 29,524
17,583 21,365 29,536
--------- --------- ---------
Current assets
Trade and other receivables 491 353 665
Cash and cash equivalents 4,755 1,536 1,249
--------- --------- ---------
5,246 1,889 1,914
--------- --------- ---------
Total assets 22,829 23,254 31,450
--------- --------- ---------
Current liabilities
Trade and other payables 1,247 979 1,099
Taxation liabilities 31 - 35
--------- --------- ---------
Total liabilities 1,278 979 1,134
--------- --------- ---------
Net Assets 21,551 22,275 30,316
--------- --------- ---------
Equity
Share capital 452 452 452
Share premium 13,103 13,103 13,103
Unrealised investment revaluation
reserve (21,159) (27,005) (20,096)
Retained earnings 29,155 35,725 36,857
--------- --------- ---------
Total equity 21,551 22,275 30,316
--------- --------- ---------
Net asset per share GBP0.48 GBP0.49 GBP0.67
Promethean plc
Statement of Changes in Equity for the period
to 31 December 2011
Unaudited
Group
Unrealised
investment Retained
Share revaluation earnings
Share capital premium reserve distributable Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 30 June
2011 452 13,103 (20,096) 36,857 30,316
-------------- --------- ------------- --------------- --------
Loss for the period - - - (8,765) (8,765)
Unrealised gains reserve
transfer - - (1,063) 1,063 -
-------------- --------- ------------- --------------- --------
Loss for the period - - (1,063) (7,702) (8,765)
Other comprehensive income - - - - -
-------------- --------- ------------- --------------- --------
Total comprehensive income
for the period - - (1,063) (7,702) (8,765)
Balance as at 31 December
2011 452 13,103 (21,159) 29,155 21,551
-------------- --------- ------------- --------------- --------
Unrealised
investment Retained
Share revaluation earnings
Share capital premium reserve distributable Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 30 June
2010 452 13,103 (17,374) 35,042 31,223
-------------- --------- ------------- --------------- --------
Loss for the period - - - (8,948) (8,948)
Unrealised gains reserve
transfer - - (9,631) 9,631 -
-------------- --------- ------------- --------------- --------
Loss for the period - - (9,631) 683 (8,948)
Other comprehensive income - - - - -
-------------- --------- ------------- --------------- --------
Total comprehensive income
for the period - - (9,631) 683 (8,948)
Balance as at 31 December
2010 452 13,103 (27,005) 35,725 22,275
-------------- --------- ------------- --------------- --------
Unrealised
investment Retained
Share revaluation earnings
Share capital premium reserve distributable Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 30 June
2010 452 13,103 (17,374) 35,042 31,223
-------------- --------- ------------- --------------- --------
Loss for the year - - - (907) (907)
Unrealised gains reserve
transfer - - (2,722) 2,722 -
-------------- --------- ------------- --------------- --------
Loss for the year - - (2,722) 1,815 (907)
Other comprehensive income - - - - -
-------------- --------- ------------- --------------- --------
Total comprehensive income
for the year - - (2,722) 1,815 (907)
Balance as at 30 June
2011 452 13,103 (20,096) 36,857 30,316
-------------- --------- ------------- --------------- --------
Promethean plc
Statement of Cash Flows for the period ended 31 December
2011
Unaudited
Group Group Group
Period Period Year
1 July 1 July 1 July
2011 to 2010 to 2011 to
31 Dec 31 Dec 30 June
2011 2010 2011
GBP'000 GBP'000 GBP'000
Cash outflow from operating activities
Net loss for the period (8,748) (8,931) (873)
Adjustments for :
Depreciation 8 8 16
Finance income 1 1 3
Finance cost (3) (2) (5)
Unrealised investment losses 9,655 9,631 2,722
Increase in trade and other receivables (1,352) (1,360) (3,070)
Decrease/(increase) in payables 148 (47) 73
Tax paid (21) (46) (28)
Net cash outflow from operating
activities (312) (746) (1,162)
--------- --------- ---------
Cash inflow/(outflow) from investing
activities
Proceeds from sale of investments 3,822 - -
Proceeds from returns on investments - - 128
Purchase of property, plant &
equipment (6) - -
Finance income (1) (1) (3)
Net cash inflow/(outflow) in
investing activities 3,815 (1) 125
--------- --------- ---------
Cash inflow from financing activities
Finance cost 3 2 5
Net cash inflow in financing
activities 3 2 5
--------- --------- ---------
Net increase/(decrease) in cash 3,506 (745) (1,032)
--------- --------- ---------
Cash and cash equivalents at
beginning of period 1,249 2,281 2,281
--------- --------- ---------
Cash and cash equivalents at
end of period 4,755 1,536 1,249
--------- --------- ---------
Note 1 - General Information
The information for the six month period ended 31 December 2011
and the period 1 July 2010 to 31 December 2010 do not constitute
statutory accounts as defined in section 80 of the Companies Act
2006. Comparative figures for the year to 30 June 2011 are taken
from the full statutory accounts, which contain an unqualified
audit report.
Note 2 - Basis of accounting
This statement has been prepared using accounting policies and
presentation consistent with those applied in the preparation of
the accounts for the Company for the year ended 30 June 2011, and
in accordance with International Accounting Standard 34, "Interim
Financial Reporting".
Note 3 - Events after the balance sheet date
As at 22 March 2012 the closing bid price for Cambria
Automobiles plc was 27.5 pence per share and if applied to the
valuation of the Company's investment as at the Statement of
Financial Position date, would result in an increase of GBP1.2m or
2.6 pence per share on a NAV Basis.
On the 24 February 2012, the Company announced it will pay a
capital distribution of 6 pence per share to shareholders as soon
as practicable after 23 March 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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