TIDMASTR
RNS Number : 8981O
Astaire Group Plc
26 September 2011
Astaire Group Plc
INTERIM CONDENSED FINANCIAL STATEMENTS
for the six months ended 30 June 2011
Chairman's Statement
The first half of 2011 was dominated by a series of corporate
events for Astaire, including:
1. The completion of the disposal of Dowgate Capital
Stockbrokers Limited ("Dowgate") in February;
2. The disposal of Rowan Dartington & Co Limited ("Rowan
Dartington") in March; and
3. The settlement of the litigation in relation to Izodia PLC in
June.
The effect of these transactions, as described in previous
announcements, has been that the Astaire Group:
1. Has no operating businesses or staff, other than Chris
Roberts, the Finance Director; and
2. Is now implementing plans to put in place a Scheme of
Arrangement with Evolve Capital PLC, Astaire's majority
shareholder, under which shareholders will be able to elect for
cash or receive shares in Evolve Capital Plc ("Evolve"). Under this
arrangement, Astaire would become a wholly owned subsidiary of
Evolve and its quotation on AIM would be cancelled. The Scheme
document was posted to shareholders on 14 September 2011.
These are described in more detail below.
Background
Astaire had three principal businesses in 2010, namely Astaire
Securities, Dowgate and Rowan Dartington. Up until May 2010, the
Group strategy was focussed upon the concept of consolidating a
number of small financial services businesses into one group with
greater critical mass. It became increasingly clear that this
strategy, while attractive in principle, was extremely difficult to
implement successfully. At the same time, a subsidiary (Corporate
Synergy Holdings Limited), which owned the Astaire Securities
business, received a claim from lawyers acting for Izodia Plc for
an amount in excess of GBP4 million, plus expenses and costs, which
were expected to be very substantial.
In the face of this litigation, which created severe uncertainty
within the operating businesses and an impending catastrophic loss
of staff the Astaire Group was compelled to adopt a new strategy in
order to improve prospects for shareholders, which involved
disposing of all of the operating business of the company. This
process was finally completed in March 2011, with the disposal of
Rowan Dartington, but the Group was still unable to access and
therefore release any significant funds to shareholders while the
litigation was continuing.
The litigation was settled in June 2011. The effects of this
settlement, which resulted in a payment by Astaire of GBP500,000
towards the costs of Izodia, were:
1. To end the very costly legal process associated with the case
(running at approximately GBP100,000 a month);
2. To free up the cash held within Corporate Synergy Holdings
Limited, following the sale of Astaire Securities, for use
elsewhere in the Group; and
3. To finalise the arrangements with the Group's insurers. The
company has now received in excess of GBP600,000 from its insurers
in relation to costs arising from this case.
Current position
The stated strategy of the Astaire Board has been to maximise
the cash return to shareholders. The Board has carefully considered
ways to achieve this and believes that the best way is to implement
a scheme of arrangement with its majority shareholder, for the
following reasons:
1. It offers an immediate realisation for shareholders other
than Evolve. Shareholders do not have to wait for the unwinding of
various continuing financial obligations and non-cash assets in the
Astaire Group. These include, for example, lease liabilities,
dismantling the corporate structure, shares and loan notes held in
Rowan Dartington Holdings Limited, the company which acquired Rowan
Dartington;
2. Reserves against potential liabilities (such as warranties
given on the disposals) do not have to be deducted from any
proceeds, as Evolve will have sole exposure to all Astaire
liabilities when the Scheme goes through (as Astaire will then be
wholly owned by Evolve); and
3. For those shareholders who wish to retain an equity interest
in the Astaire Group's assets they may do so by accepting shares in
Evolve, rather than taking the cash on the implementation of the
Scheme of Arrangement.
The current position is that the Scheme Document, Form of
Election and Forms of Proxy have been sent to shareholders whereby
shareholders can elect to receive 2p per Astaire share, subject to
the passing of all resolutions at the Shareholder Meetings
scheduled for 7 October 2011 and the subsequent final approval of
the Court.
Results
The loss for the six months ended 30th June 2011 amounted to
GBP275,000 (2010 Loss GBP2,776,000).
Shareholders should note that all trading operations are now
discontinued and the remaining activities of the Group relate
solely to managing the residual investments as well as seeking to
minimise ongoing liabilities.
James Noble
Chairman
26 September 2011
Condensed Consolidated Income Statement for the six months ended
30 June 2011
Unaudited Unaudited Audited
Six months Six months Year ended
to to 31 December
30 June 11 30 June 10 10
GBP'000 GBP'000 GBP'000
Fee and commission income - 7,406 -
Fee and commission expenses - (1,260) -
-------------------------------- ------------- ------------- --------------
Net fee and commission income - 6,146 -
Other income 639 499 -
-------------------------------- ------------- ------------- --------------
Total income 639 6,645 -
Profit on disposal of
available-for-sale
investments 1,139 7 282
(Loss) / gain on fair value
through profit and loss
investments (929) (425) (263)
Loss on sale of subsidiary (648) - (799)
Operating expenses
Impairment of goodwill and
other intangibles - (1,393) -
Amortisation of other
intangibles - (232) -
Restructuring costs - (260) -
Share-based payments credit - - 85
Share-based payments charge - (83) -
Other operating expenses (704) (7,250) (2,391)
-------------------------------- ------------- ------------- --------------
Total operating expenses (704) (9,218) (2,306)
Operating loss (503) (2,991) (3,086)
-------------------------------- ------------- ------------- --------------
Investment revenue 26 66 36
Loss on ordinary activities
before taxation (477) (2,925) (3,050)
Taxation 130 149 183
-------------------------------- ------------- ------------- --------------
Loss from continuing
operations (347) (2,776) (2,867)
================================ ============= ============= ==============
Discontinued operations
Profit / (loss) from
discontinued operations 72 - (4,802)
-------------------------------- ------------- ------------- --------------
Loss for the period (275) (2,776) (7,669)
================================ ============= ============= ==============
Loss attributable to equity
shareholders
of Astaire Group Plc (275) (2,776) (7,669)
================================ ============= ============= ==============
Loss per ordinary share
(pence)
From continuing operations
- Basic (0.17) (1.35) (1.40)
- Diluted (0.17) (1.35) (1.40)
================================ ============= ============= ==============
From continuing and
discontinued operations -
Basic (0.13) (1.35) (3.74)
- Diluted (0.13) (1.35) (3.74)
================================ ============= ============= ==============
Condensed Consolidated Statement of Comprehensive Income for the
six months ended 30 June 2011
Unaudited Unaudited Audited
Six months Six months Year ended
to to 31 December
30 June 11 30 June 10 10
GBP'000 GBP'000 GBP'000
Loss for the period (275) (2,776) (7,669)
================================ ============= ============= ==============
Other comprehensive income:
Gains on revaluation of
available-for-sale
investments taken to equity,
net of tax 60 25 20
Transferred to profit or loss
on sale of available-for-sale
investments (1) (4) (63)
-------------------------------- ------------- ------------- --------------
Other comprehensive income
for the period, net of tax 59 21 (43)
-------------------------------- ------------- ------------- --------------
Total comprehensive income
for the period (216) (2,755) (7,712)
================================ ============= ============= ==============
Total comprehensive income
attributable to equity
shareholders of Astaire Group
Plc (216) (2,755) (7,712)
================================ ============= ============= ==============
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 - 408 -
Other intangible assets - 3,037 -
Property, plant and
equipment - 724 -
Total non-current
assets - 4,169 -
----------- ----------- --------------
Current assets
Trade and other receivables 778 10,396 1,369
Available-for-sale
investments 1,752 1,079 565
Fair value through
profit and
loss investments - 1,139 929
Cash and cash equivalents 4,534 5,633 4,004
Assets held for sale - - 7,679
----------- ----------- --------------
Total current assets 7,064 18,247 14,546
----------- ----------- --------------
Total assets 7,064 22,416 14,546
=========== =========== ==============
LIABILITIES
Current liabilities
Trade and other payables 605 10,030 2,366
Current tax liabilities - 20 1
Liabilities directly
associated with assets
held for sale - - 5,374
Total current liabilities 605 10,050 7,741
----------- ----------- --------------
Non-current liabilities
Deferred tax liabilities - 744 130
Total non-current
liabilities - 744 130
----------- ----------- --------------
Total liabilities 605 10,794 7,871
----------- ----------- --------------
EQUITY
Share capital 205 205 205
Share premium 17,631 17,631 17,631
Merger reserve - 938 -
Fair value and other
reserves 70 75 11
Retained earnings (11,447) (7,227) (11,172)
----------- ----------- --------------
Parent company's
shareholders' equity 6,459 11,622 6,675
----------- ----------- --------------
Total equity and liabilities 7,064 22,416 14,546
=========== =========== ==============
Condensed Consolidated Statement of Changes in Equity as at 30
June 2011
Fair
value
and
Share Share Merger other Retained Total
capital premium Reserve reserves Earnings Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
January 2010 205 17,631 938 54 (4,534) 14,294
Share-based
payments - - - - 83 83
Total
comprehensive
income for
the period - - - 21 (2,776) (2,755)
Balance at 30
June 2010 205 17,631 938 75 (7,227) 11,622
---------------- --------- --------- --------- ---------- ---------- ---------
Share-based
payments - - - - 10 10
Total
comprehensive
income for
the period - - - (64) (4,893) (4,957)
Transfer to
retained
earnings - - (938) - 938 -
---------------- --------- --------- --------- ---------- ---------- ---------
Balance at 31
December
2010 205 17,631 - 11 (11,172) 6,675
---------------- --------- --------- --------- ---------- ---------- ---------
Total
comprehensive
income for
the period - - - 59 (275) (216)
---------------- --------- --------- --------- ---------- ---------- ---------
Balance at 30
June 2011 205 17,631 - 70 (11,447) 6,459
================ ========= ========= ========= ========== ========== =========
Condensed Consolidated Statement of Cash Flows for the six
months ended 30 June 2011
Unaudited Unaudited Audited
Six months Six months Year ended
to to 31 December
30 June 11 30 June 10 10
GBP'000 GBP'000 GBP'000
Net cash used in operating
activities (1,982) (1,883) (3,317)
------------- ------------- --------------
Investing activities
Interest received 16 49 49
Dividends received 13 17 17
Proceeds on disposal of
available-for-sale
investments 2,508 92 349
Purchases of
available-for-sale
investments (906) (38) (212)
Purchases of property, plant
and equipment - (418) (434)
Disposal of subsidiaries 881 - (263)
Net cash used in investing
activities 2,512 (298) (493)
------------- ------------- --------------
Net decrease in cash and
cash equivalents 530 (2,181) (3,810)
Cash and cash equivalents
at beginning of period 4,004 7,814 7,814
Cash and cash equivalents
at end of period 4,534 5,633 4,004
============= ============= ==============
Notes to the Interim Condensed Financial Statements
1. 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 by 4 October 2011 and will be available from the
Company's registered office at 46 Worship Street, London EC2A 2EA
and also in accordance with Rule 20 of the AIM Rules, on the
Company's website at www.astairegroup.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 consolidated
financial statements based on management's best estimates of the
annual income tax liability expected for the full financial
year.
3. LOSS PER SHARE
The calculation of the basic loss per ordinary share is based on
the loss on ordinary activities after tax and on the weighted
average number of ordinary shares in issue during the period. The
calculation of diluted loss per ordinary share is based on the
basic loss per ordinary share adjusted to allow for the issue of
shares on the assumed conversion of all dilutive options and
warrants.
Reconciliations of the loss and weighted average number of
shares used in the calculations are set out in the tables
below.
Continuing operations
Six months ended 30 June Six months ended 30 June
2011 2010
Weighted Weighted
Average Loss Average Loss
Number per Number per
Loss of share Loss of share
GBP'000 shares (pence) GBP'000 shares (pence)
Basic
loss per
ordinary
share (347) 205,309,518 (0.17) (2,776) 205,309,518 (1.35)
Diluted
loss per
ordinary
share (347) 205,309,518 (0.17) (2,776) 205,309,518 (1.35)
========= ============= ========= ========= ============= =========
Continuing and discontinued operations
Six months ended 30 June Six months ended 30 June
2011 2010
Weighted Weighted
average Loss average Loss
number per number per
Loss of share Loss of share
GBP'000 shares (pence) GBP'000 shares (pence)
Basic
loss per
ordinary
share (275) 205,309,518 (0.13) (2,776) 205,309,518 (1.35)
========= =========
Diluted
loss per
ordinary
share (275) 205,309,518 (0.13) (2,776) 205,309,518 (1.35)
========= ============= ========= ========= ============= =========
Discontinued operations
Six months ended 30 June Six months ended 30 June
2011 2010
Weighted Weighted
average Earnings average Loss
number per number per
Profit of share Loss of share
GBP'000 shares (pence) GBP'000 shares (pence)
Basic
earnings
per
ordinary
share 72 205,309,518 0.04 - - -
========== =========
Diluted
earnings
per
ordinary
share 72 205,309,518 0.04 - - -
========= ============= ========== ========= ========== =========
This information is provided by RNS
The company news service from the London Stock Exchange
END
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