RNS Number:4969R
Ambrian Capital PLC
03 April 2008
3rd April 2008
AMBRIAN CAPITAL PLC
Preliminary announcement of unaudited results
for the Year Ended 31 December 2007
Ambrian Capital plc (AIM:AMBR), the specialist investment bank, today announces
its preliminary results for the year ended 31 December 2007:
Highlights
* Investment Banking revenue up 26.2 % to �10.64 million (2006: �8.43
million)
- completed 16 transactions with a total value of �300 million
- commenced Market Making in July 2007
- expanded LME metals sales team
* The Investment Portfolio showed gains of �5.20 million (2006:
�9.41million)
- 17.3% increase in value of Investment Portfolio, including realised
gains
- 2006 was an exceptional year for the Investment Portfolio
* Profit before tax of �5.79 million (2006: �8.07 million) made up of �4.16
million from Investment Banking (2006: �3.26 million) and �1.63 million
from the Investment Portfolio (2006: �4.81 million)
* Basic earnings per share of 4.32p (2006: 4.81p)
* Shareholders' equity at 31 December 2007 of �45.04 million, after
accounting for �6.04 million in respect of EBT and Treasury shares
* Cash resources, net of client deposits, totalled �22.20 million at 31
December 2007
* Net asset value per share of 45.1p (2006: 43.8p)
* Proposed final dividend of 1.00p per share making 1.75p for the full
year (2006: 1.75p for the full year)
Commenting on the results, Tom Gaffney, Chief Executive of Ambrian Capital plc,
said:
"Despite the challenging market conditions in the second half of 2007, our
Investment Banking activities held up well and generated a significant
improvement in revenues and profits over the previous year. The strength of
commodities prices during 2007, and especially gold and oil prices, benefited
us. Gains from our Investment Portfolio were up overall for the year after a
weak second half.
Market conditions at the start of 2008 remain volatile. Nevertheless, our
Investment Banking subsidiaries and our Investment Portfolio made profits in the
two months to the end of February. Our commodities business, in particular,
profited from the high volatility in metals prices and had a record month in
February.
We have a talented team, a focus on the most dynamic sectors in the market and
capital that we plan to invest in our businesses to support our objectives. We
firmly believe that this combination of strengths will enable us to weather 2008
and grow our business for the future."
Enquiries:
Tom Gaffney Chris Howard Justine Howarth / Louise Goodeve
Chief Executive Officer Collins Stewart Europe Parkgreen Communications
Ambrian Capital plc
Tel: +44 (0)20 7634 4700 Tel: +44 (0)20 7523 8314 Tel: +44 (0)20 7851 7480
Notes to Editors:
1. Ambrian Capital plc is an AIM listed specialist investment banking group
focused on the mining, oil & gas, alternative energy and new technology
sectors. Ambrian Capital plc provides corporate finance, stockbroking,
commodity broking and investment management services to institutional and
corporate clients. Ambrian Capital is also an active principal investor in
the natural resources sector.
2. Ambrian Partners Limited, Ambrian Commodities Limited and Ambrian Asset
Management are each authorised and regulated by the Financial Services
Authority. Ambrian Partners Limited is a member of the London Stock
Exchange and Ambrian Commodities Limited is an Associate Broker member of
the London Metal Exchange.
3. Further information on Ambrian Capital is available on the Company's
website: www.ambrian.com
Chairman's Statement
During 2007, the Investment Banking businesses made excellent progress as we
continued the transformation of Ambrian Capital from an asset-based investment
company into a sector focused investment bank with a growing stream of operating
earnings.
As a result of the adoption of International Financial Reporting Standards ("
IFRS") in 2007, we are required to mark-to-market the value of our investments.
The figures for 2006 have been re-stated for comparative purposes. Changes in
the value of the Investment Portfolio are now reported as revenues and this will
result in short-term fluctuations in our reported profits.
The Investment Portfolio achieved significant gains during the year despite a
difficult second half; while good, they were not as large as the exceptional
gains experienced in 2006. The effect has been a year-on-year reduction in
consolidated net profits for Ambrian Capital. We took market opportunities to
realise a substantial portion of our investments and have reduced the Investment
Portfolio to less than half of Ambrian Capital's net asset value at the end of
2007. Our cash resources, net of client deposits, totalled �22.20 million at 31
December 2007, an increase of 30% over the corresponding figure as at 31
December 2006.
During the year there were a number of changes to the board of Ambrian Capital.
I was appointed Chairman of Ambrian Capital in succession to Malcolm Burne who
stood down at the Annual General Meeting on 22 May 2007. Malcolm remains an
adviser to Ambrian Capital and a director of Golden Prospect Precious Metals
Limited and we thank Malcolm for his significant contribution to the Company
whilst Chairman. We would also like to extend our thanks to Richard Lockwood,
who stood down from the Board on 22 May, for his guidance and support.
During the year Lee Seng Huang became a non-executive director of Ambrian
Capital. Lee Seng Huang is Chairman of Sun Hung Kai Financial (the leading non
bank financial institution in Hong Kong) which purchased a 9.10% interest in
Ambrian Capital in March 2007. Charles Crick joined us as a Non-Executive
Director in May. Charles trained as a Solicitor with Allen & Overy and from
1996 to 2004 was head of corporate finance and a main board director of Numis
Corporation PLC.
John Coles, who is the Finance Director of our regulated subsidiaries, succeeded
Nathan Steinberg as Group Finance Director on 6 January 2008. Nathan Steinberg
continues as a non-executive director.
In a business such as Ambrian Capital where our people are our principal asset
it is vital to align the long-term interests of shareholders and employees. We
took steps during 2007 to increase significantly the number of shares held by
the Ambrian Capital plc Employee Benefit Trust ("EBT"). At 31 December 2007,
the shareholdings of the Directors and employees of Ambrian Capital amounted in
aggregate to approximately 19.5% of Ambrian Capital's share capital on a fully
diluted basis, including 9.3% held by the EBT.
Despite the continuing market volatility Ambrian Capital has a resilient
business model based on a young, exceptionally talented team with a specialist
focus on some of the fastest growing sectors of the global economy and a strong
and liquid balance sheet.
I would like to thank our clients for their support and our staff and my fellow
Directors for their contribution to another successful year and we look forward
to the challenges and opportunities that 2008 will present.
W. Lawrence Banks, CBE
Chairman
3 April 2008
Chief Executive's Statement
The Investment Banking businesses delivered very good results in 2007. Our
performance reflects the continued effectiveness of our strategy of providing a
range of services that are focused on the resources and new technology sectors.
Investment Banking revenue grew 26% during 2007 to �10.64 million. Commodity
dealing and equity Market Making more than compensated for the slow down in
equity new issue activity in the second half of 2007.
The Investment Portfolio showed gains of �5.20 million in 2007. While not as
high as 2006, this still represented a 17.3% increase in value during the year
including realisations.
Ambrian Capital's shareholders' equity stood at �45.04 million, or 45.1p per
share at 31 December 2007 and included �22.20 million of cash resources. Our
strong balance sheet ensures the resilience of our business in difficult
markets.
Ambrian Capital is committed to creating value for our institutional and
corporate clients, our employees and our shareholders.
Financial Review
From 2007, Ambrian Capital is required to report its full year consolidated
financial statements under IFRS as adopted by the European Union rather than
under UK Generally Accepted Accounting Principles ("UK GAAP") as we have done in
the past. Accordingly, (i) our Investment Portfolio at 31 December 2007 was
valued on the Group's balance sheet at then market prices rather than at the
lower of cost or net realisable value and (ii) changes in the value of the
Investment Portfolio are reported as revenue.
Operating revenue for 2007 was �15.84 million (2006: �17.84 million).
Investment Banking operating revenue for 2007 was �10.64 million (2006: �8.43
million). This represented a 26 % increase over 2006 and accounted for 67% of
Group revenue (2006: 47%).
Revenue from the Investment Portfolio was �5.20 million compared with �9.41
million for 2006.
Administrative expenses were �10.01 million (2006: �9.74 million), and included
�2.51 million for discretionary director and employee incentive payments.
Profit before tax was �5.79 million (2006: �8.07 million). Investment Banking
profit before tax for 2007 was �4.16 million (2006: �3.26 million). This
represented a 28% increase over 2006 and accounted for 72% of Group profit
before tax (2006: 40%). Profit before tax from the Investment Portfolio was
�1.63 million compared with �4.81 million for 2006. All central costs are
allocated to the Investment Portfolio.
Net profit for the year was �4.51 million (2006: �5.07 million) after a reduced
tax charge reflecting Substantial Shareholder Relief on certain investments and
pre-IFRS 2 exercise of share options.
Basic earnings per share decreased by 10.2% to 4.32p (2006: 4.81p).
Balance Sheet
The consolidated balance sheet remains strong with a substantial excess over
total regulatory capital requirements. Shareholders' equity was �45.04 million
at 31 December 2007 (2006: �45.75 million), or 45.1p per share (2006: 43.8p),
after accounting for �6.04 million in respect of EBT and Treasury shares.
Our Financial Assets include the Investment Portfolio which was valued at �20.52
million at 31 December 2007 of which 96% was in quoted investments.
The Group's cash resources, net of client deposits, totalled �22.20 million at
31 December 2007 compared with �17.04 million at 31 December 2006. Our cash is
held largely in the form of call deposits with our bankers, the Royal Bank of
Scotland plc and Barclays Bank plc.
In March 2008 we entered into an �8.5 million unsecured, multi-currency
revolving credit facility with the Royal Bank of Scotland plc which remains
undrawn. The facility recognises our financial strength and provides a source
of additional liquidity to take advantage of opportunities that may arise.
Dividend
The Board recommends payment of a final dividend of 1.00p per share (2006:
1.00p) making a total of 1.75p for the full year (2006: 1.75p). The dividend
will be payable on 6 June 2008 to all shareholders on the register as at 16 May
2008.
Investment Banking
During 2007, each of our corporate finance and stockbroking, commodity dealing
and asset management subsidiaries made further progress in strengthening their
market positions. Our strategy of involvement in a range of different business
activities in the natural resources sector has proved to be successful. In
2007, revenue from equity placings accounted for approximately 30% of Investment
Banking revenue. We have been particularly successful in developing our M&A
advisory activities. Mining clients remain key to our business and accounted
for approximately 33% of Investment Banking revenue in 2007 compared with 59% in
2006. This demonstrates our success in building a client base that includes oil
& gas clients, alternative energy and new technology clients.
Ambrian Partners Limited
Ambrian Partners Limited, our corporate finance and stockbroking subsidiary, had
35 retained corporate clients at 31 December 2007 with an average market
capitalisation of approximately �86 million. Ambrian Partners' strategy is to
provide NOMAD, Corporate Broking and Financial Advisory services to a selected
number of high quality, higher market capitalisation companies. Retained
corporate clients include Centamin Egypt, Metorex, Avocet Mining and Zenergy
Power.
Ambrian Partners has a particularly strong market position in the AIM Basic
Materials Sector and was ranked, in a January 2008 survey by Hemscott, second by
number of retained corporate clients and third by their aggregate market
capitalisation.
During 2007, Ambrian Partners was involved in 13 capital raisings with a total
value of approximately �148 million. Significant equity placements included:
- �18 million for Sylvania Resources Limited
- A$35 million (�15 million) for Monto Minerals Limited
- �15 million for TMO Renewables Limited
- �6 million for Zenergy Power plc
- �4.5 million for IPSO Ventures plc
Ambrian Partners was also active in providing M&A advisory services during 2007;
notable transactions included:
- Co-adviser to the Zijin Consortium on its recommended �95 million
cash offer for Monterrico Metals plc
- Adviser to Pan African Resources in connection with the �35.6 million
acquisition of Barberton Mines (Pty) Limited and re-admission to AIM
- Adviser to Kalahari Minerals plc in connection with the �26.4 million
merger of its uranium assets with Extract Resources Ltd
In July 2007, Ambrian Partners became a registered Market Maker and currently
makes markets in the shares of 61 companies listed on AIM. Our focus is on
making markets in the shares of our corporate clients and our research coverage
list. Market Making has enabled Ambrian Partners to provide a superior level of
service to its institutional clients and has further strengthened revenue from
secondary market activities.
In February 2008, Ambrian Partners established Ambrian Asia and opened a
representative office in Hong Kong. One of the senior members of the Ambrian
Partners' corporate finance team has been seconded to Hong Kong. We are excited
by the prospects of developing business in Asia and in particular capitalising
on our partnership with Sun Hung Kai Financial.
Ambrian Commodities Limited
Ambrian Commodities' London Metal Exchange ("LME") metals business made good
progress in 2007 and benefited from volatility in metals prices and high
customer activity levels. Ambrian Commodities added to its sales team with the
appointment of three highly experienced individuals who each brought with them
his own client base to complement the existing one. These appointments have
further strengthened Ambrian Commodities' presence in the global metals market
and at the same time have broadened the geographical client base. The number of
active clients has increased to 96 at 31 December 2007 from 53 at 30 June 2007.
Approximately 20% of Ambrian Commodities' clients are now located in Asia.
We are actively looking at a range of growth initiatives for Ambrian Commodities
to build on our core expertise. For example, we have begun to explore the
potential for participating in the market for Exchange Traded Funds ("ETFs")
which are equity instruments listed on the London Stock Exchange that track
underlying commodity prices. Our primary focus is on ETFs for industrial metals
traded on the LME.
We have decided to concentrate the activities of Ambrian Commodities on
industrial metals and we provide soft commodity and carbon credit broker-dealer
services as required by our clients.
Ambrian Asset Management Limited
Ambrian Asset Management is the manager of Golden Prospect Precious Metals
Limited ("GPPM"), a Guernsey registered, closed-ended investment fund listed on
AIM dedicated to equity investments in the precious metals sector.
GPPM was launched in November 2006 with an opening Net Asset Value ("NAV") per
share of 96.20p. GPPM had an NAV per share at 31 December 2007 of 111.22p, an
increase of 15.6% since launch. GPPM's share price at 31 December 2007 was
96.5p and its market capitalisation was �12.5 million.
Ambrian Asset Management receives a monthly management fee for managing GPPM and
is eligible to receive an annual performance related fee equal to 20% of the
increase in the NAV of GPPM after a hurdle of 8% has been attained.
Ambrian Asset Management continues to explore the possibility of launching new
funds in sectors in which it has expertise.
Investment Portfolio
Operating revenue from the Investment Portfolio for the year ended 31 December
2007 was �5.20 million. Gains of over �1 million were made in each of the
investments in Nido Petroleum, Anglesey Mining and Jubilee Platinum.
The total value of Ambrian Capital's Investment Portfolio at 31 December 2007
was �20.52 million compared with �30.05 million at 31 December 2006.
Approximately 96% of the Investment Portfolio is in the shares of quoted
companies.
Our major realisations during 2007 included the sale of 4.5 million Jubilee
Platinum plc shares with total proceeds of approximately �4.00 million and the
sale of 2.85 million GPPM shares with total proceeds of approximately �3.16
million.
As at 31 December 2007, precious metals investments represented approximately
52% of the Investment Portfolio and energy investments represented a further 30%
of the Investment Portfolio. The balance comprised a range of other resources
and technology orientated investments.
As at 29 February 2008 the Investment Portfolio was valued at �20.96 million,
including profits realised since 31 December 2007.
Quoted Investments
At 31 December 2007, the market value of our portfolio of our quoted investments
was �19.8 million. Our top ten holdings had a total market value of �19.2
million and were as follows:
Golden Prospect Precious Metals �6.1 million
Nido Petroleum �2.7 million
Jubilee Platinum �2.3 million
Anglesey Mining �2.1 million
Minerva Resources �2.0 million
Kairiki Energy �1.4 million
Samson Oil & Gas �1.2 million
Commodity Watch �0.7 million
Uranium One �0.4 million
European Gas �0.3 million
_____________
Total �19.2 million
=============
In 2007, we concluded the capitalisation of our exploration assets by the sale
of our exploration subsidiary, Golden Prospect Mining Company Limited, in
exchange for a 39.84% interest in the share capital of Minerva Resources plc, an
AIM listed exploration company.
Also of note, during 2007, Commodity Watch plc (previously known as Minesite)
was listed on Plus Markets. Ambrian Capital has a 25% holding in the company.
Our Investment Portfolio will continue to be realised as fair value is achieved
and liquidity opportunities arise.
Unquoted Investments
At 31 December 2007, the book value of Ambrian Capital's unquoted investments
was � 0.72 million. The reduction from �4.83 million at 31 December 2006 was
attributable primarily to the sale of the exploration assets in return for
listed shares of Minerva and the listing of Commodity Watch. Our unquoted
investments include a �450,000 investment in TMO Renewables Limited.
Employee Benefit Trust
During 2007, in a series of market transactions, the EBT acquired a total of
7,798,710 Ambrian Capital plc ordinary shares for a total cash consideration of
�4.07 million and now owns a total of 11,092,043 Ambrian Capital plc ordinary
shares representing 9.96% of Ambrian Capital's outstanding share capital. These
purchases have been funded by the EBT with loans from Ambrian Capital plc.
Going Forward
Our objective is to build an investment banking business, focused on growing
sectors requiring high intellectual capital, that deserves to be valued at a
substantial premium to net asset value.
Ambrian Capital's results will fluctuate in line with market conditions and, in
particular, the revenues associated with the Investment Portfolio. Volatile
market conditions at the start of this year have proved to be a challenge.
Nevertheless, each of our businesses made a profit in the first two months of
2008 and in, particular, our commodities business profited from the volatility
and had a record month in February.
In March 2008 we moved to new and much needed larger premises in the City of
London on favourable terms. Our new offices provide scope for our future
growth.
We have a talented team, a focus on the most dynamic sectors in the market and
capital that we plan to invest in our businesses to support our objectives. We
firmly believe that this combination of strengths will enable us to weather 2008
and grow our business for the future.
Tom Gaffney
Chief Executive
3 April 2008
AMBRIAN CAPITAL PLC
CONSOLIDATED INCOME STATEMENT
Year ended 31 December 2007
2007 2006
(as restated)
� �
Revenue 15,834,720 17,841,224
Administrative expenses (10,014,900) (9,735,426)
Finance costs (32,628) (36,615)
------------- ------------
Profit on ordinary activities before taxation 5,787,192 8,069,183
Tax on profit on ordinary activities (1,273,636) (2,995,305)
------------ -------------
Profit for the year from continuing activities 4,513,556 5,073,878
------------ -------------
Profit for the year 4,513,556 5,073,878
======= =======
Earnings per ordinary share
- basic 4.32p 4.81p
- diluted 4.18p 4.57p
CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2007
2007 2006
(as restated)
� �
ASSETS
Non-current assets
Property, plant and equipment 126,852 199,766
Goodwill 1,836,828 1,836,828
------------ ------------
1,963,680 2,036,594
Current Assets
Financial assets 23,888,023 34,739,291
Trade and other receivables 5,989,445 3,856,631
Cash at bank and in hand 27,080,761 30,408,289
------------- ------------
56,958,229 69,004,211
Non-current assets classified as assets for
resale - 1,557,500
------------- ------------
56,958,229 70,561,711
------------- ------------
Total Assets 58,921,909 72,598,305
LIABILITIES
Current liabilities
Trade and other payables (5,433,599) (4,198,794)
Amounts due to clients (4,877,995) (13,371,613)
Current tax payable (1,482,563) (3,091,685)
------------- ------------
(11,794,157) (20,662,092)
------------- -------------
Non-current liabilities
Deferred tax liabilities (2,090,110) (2,706,549)
------------- ------------
Total Liabilities (13,884,267) (23,368,641)
------------- ------------
Net Assets 45,037,642 49,229,664
======= =======
CAPITAL AND RESERVES
Called up share capital 11,136,121 10,806,121
Share premium account 12,350,639 12,094,639
Treasury shares (163,217) (163,217)
Retained earnings 26,957,576 24,278,739
Reserve for share based payments 636,342 543,262
Employee benefit trust (5,879,819) (1,813,557)
------------- -------------
Total equity attributable to equity holders
of the parent 45,037,642 45,745,987
Minority interest - 3,483,677
------------- -------------
45,037,642 49,229,664
======= ========
CONSOLIDATED CASH FLOW STATEMENT
Year ended 31 December 2007
2007 2006
(as restated)
� �
Cash flows from operating activities
Profit after taxation 4,513,556 5,073,878
Adjustments for
Depreciation 104,954 79,118
Foreign exchange (gains)/losses (357,915) 548,737
Investment income (763,043) (593,096)
Taxation expense recognized in profit and
loss 1,273,636 2,995,305
(Increase) in trade and other receivables (2,132,815) (2,226,795)
Unrealised gains/(losses) on financial
assets designated at fair value 4,009,590 (3,103,396)
Realised gains on financial assets designated
at fair value (9,209,084) (6,308,489)
Decrease in trade and other payables 1,234,805 2,797,618
(Decrease)/increase in amounts owed to
clients (8,493,618) 13,371,613
Employee share benefit trust (4,066,262) (1,701,921)
Share based payment reserve 93,080 262,669
------------- -------------
Cash generated from operations (13,793,116) 11,195,241
Taxation (3,499,196) (4,302,766)
------------- -------------
Net cash from operating activities (17,292,312) 6,892,475
------------- -------------
Cash flows from investing activities
Purchase of property, plant and equipment (32,040) (140,085)
Purchase of intangible fixed assets - (558,805)
Net proceeds on disposals of financial
assets designated at fair value 17,608,262 18,052,949
Disposal / acquisition of subsidiary (3,483,677) 3,483,677
Investment income 763,043 593,096
------------- -------------
Net cash generated by investing activities 14,855,588 21,430,832
------------- -------------
Cash flows from financing activities
Proceeds of issue of share capital 586,000 126,000
Treasury shares acquired - (163,217)
Bank loan repayment - (1,500,000)
Dividends paid (1,834,719) (1,586,231)
------------- -------------
Net cash from investing activities (1,248,719) (3,123,448)
------------- -------------
(Decrease)/increase in cash and cash
equivalents (3,685,443) 25,199,859
CONSOLIDATED CASH FLOW STATEMENT (continued)
Year ended 31 December 2007
2007 2006
(as restated)
� �
Net increase in cash and cash equivalents (3,685,443) 25,199,859
Cash and cash equivalents at the beginning
of the year 30,408,289 5,757,167
Foreign exchange gains/(losses) 357,915 (548,737)
------------ ----------
Cash and cash equivalents at the end of the
year 27,080,761 30,408,289
======== ========
NOTES TO THE UNAUDITED ACCOUNTS
Year ended 31 December 2007
1. The calculation of the basic earnings per share is based on the earnings
attributable to ordinary shareholders divided by the weighted average
number of shares in issue during the year.
The calculation of diluted earnings per share is based on the basic
earnings per share adjusted to allow for the issue of shares on the assumed
conversion of all dilutive options.
Reconciliation of the earnings and weighted average number of shares in the
calculations are set out below.
2007 2006
Earnings Weighted Per Earnings Weighted Per
� average Share � average Share
number of Amount number of Amount
shares Shares
Basic earnings
per share 4,513,556 104,406,818 4.32p 5,073,878 105,748,058 4.81p
======= ==== ======= ====
Dilutive effect
of share options 3,612,831 5,390,248
------------ -----------
Diluted earnings
per share 4,513,556 108,019,649 4.18p 5,073,878 111,138,306 4.57p
======= ========= ==== ======= ======== ====
2. Segmental Analysis
The group's revenue and profit before tax derived from the following
activities :
Revenue 2007 2006
� �
Investment Banking 10,635,226 8,429,339
Managed Portfolio 5,199,494 9,411,885
------------- -------------
15,834,720 17,841,224
======== ========
Profit before tax 2007 2006
� �
Investment banking 4,156,037 3,257,494
Managed portfolio 1,631,155 4,811,689
------------ -----------
5,787,192 8,069,183
======= =======
Managed portfolio revenue represents
Unrealised losses on financial assets
designated at fair value (4,009,590) 3,103,396
Realised gains on financial assets
designated at fair value 9,209,084 6,308,489
3. The preliminary results for the year ended 31 December 2007 are unaudited.
The financial information set out above does not constitute statutory
accounts within the meaning of s. 240 of the Companies Act 1985.
4. The accounting policies have been changed to reflect the introduction of
IFRS accounting.
The comparatives for 2006 are re-stated to reflect the changes required by
the introduction of IFRS accounting and the effect of these changes were
shown in the interim accounts previously amended.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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