TIDMCGA

RNS Number : 1600N

China Gateway International PLC

30 August 2011

 
 For immediate release   30 August 2011 
 

CHINA GATEWAY INTERNATIONAL PLC ("the Company")

UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 31 MAY 2011

The Company sets out below its unaudited interim results for the six months ended 31 May 2011. The unaudited six month interim report is available on the Company's web-site www.cgi-plc.com

Chairman's Statement

During the period under review the Company has focused on the dual objectives of agreeing a Planning Performance Agreement ("PPA") in relation to its Dover property holdings and concluding a Section 106 Agreement with regard to the Manston site.

Dover

As anticipated in the Annual Financial Statements to 30 November 2010, the Company signed a PPA with Dover District Council ("DDC") on Friday 22 July 2011 with regard to the proposed development at Western Heights and Great Farthingloe Farm, Dover. The Company has worked closely with DDC and key stakeholders in the project during the period under review to deliver a PPA that includes a programme which sets out timescales agreed by all parties to help deliver the submission of a planning application by the end of January 2012.

Manston

The Company has continued its negotiation with Thanet District Council ("TDC") and Kent County Council who requested additional information to meet the necessary terms of the Section 106 Agreement. Terms have now been agreed in principle by all parties as announced in the RNS of 27 July 2011. Following submission to TDC and a 21 day EIA regulatory period, this matter should be referred to a meeting of the TDC Planning Committee before the end of the year.

The Board acknowledges and thanks its principal lending bank (Israel Discount Bank), its shareholders and the Company's advisors for their continued support which has allowed the Company to make further progress towards realizing the value of the Dover properties and the establishment of full planning permission in relation to the Manston project.

For further information, please contact:

Ken Wills, China Gateway International PLC +44 (0) 1843 822444

Roland Cornish, Beaumont Cornish Limited +44 (0) 20 7628 3396

STATEMENT OF FINANCIAL POSITION

At 31 May 2011

 
                                                             Unaudited                          Unaudited                              Audited 
                               Note                          31 May 11                          31 May 10                            30 Nov 10 
ASSETS                                                         GBP'000                            GBP'000                              GBP'000 
Non-current assets 
Fixtures and fittings                                                -                                  1                                    - 
Investment property               5                              3,490                             55,900                                3,490 
Deferred tax asset                                               1,109                              2,182                                  995 
                                     ---------------------------------  ---------------------------------    --------------------------------- 
Total non-current assets                                         4,599                             58,083                                4,485 
Current assets 
Properties intended for 
 sale                             6                             12,434                                  -                               12,309 
Trade and other 
 receivables                      7                                 43                              4,553                                   37 
Cash and cash equivalents                                            -                                  9                                    - 
                                     ---------------------------------  ---------------------------------    --------------------------------- 
Total current assets                                            12,477                              4,562                               12,346 
                                     ---------------------------------  ---------------------------------    --------------------------------- 
TOTAL ASSETS                                                    17,076                             62,645                               16,831 
                                          ============================       ============================         ============================ 
   EQUITY AND LIABILITIES 
Equity 
 Issued share capital             8                                259                                247                                  249 
Share premium                     8                             15,609                             15,476                               15,499 
Retained earnings                                             (36,697)                              7,399                             (36,086) 
                                     ---------------------------------  ---------------------------------    --------------------------------- 
Total equity                                                  (20,829)                             23,122                             (20,338) 
 
Non-current liabilities 
Deferred tax provision                                               -                              7,242                                    - 
                                     ---------------------------------  ---------------------------------    --------------------------------- 
Total non-current 
 liabilities                                                         -                              7,242                                    - 
 
Current liabilities 
Trade and other payables          9                              1,039                                862                                  942 
Interest bearing loans 
 and borrowings                  10                             33,045                             31,419                               32,406 
Provisions                                                       3,821                                  -                                3,821 
                                     ---------------------------------  ---------------------------------    --------------------------------- 
Total current liabilities                                       37,905                             32,281                               37,169 
 
Total liabilities                                               37,905                             39,523                               37,169 
                                     ---------------------------------  ---------------------------------    --------------------------------- 
TOTAL EQUITY AND 
 LIABILITIES                                                    17,076                             62,645                               16,831 
                                          ============================       ============================         ============================ 
 
 

STATEMENT OF COMPREHENSIVE INCOME

For the 6 months ended 31 May 2011

 
 
                                                                Unaudited                          Unaudited                            Audited 
                                                                31 May 11                          31 May 10                          30 Nov 10 
                                  Note                            GBP'000                            GBP'000                            GBP'000 
 
Continuing Operations: 
 
Revenue                                                                 -                                  -                                500 
Administrative expenses                                             (257)                              (416)                              (833) 
Other operating income                                                 14                                 13                                 35 
Write back of properties intended 
 for sale                                                               -                                  -                              6,630 
Fair value losses on properties 
 intended for sale                6                                  (55)                                  -                                  - 
Fair value losses on investment 
 property                         5                                  (62)                              (327)                           (54,862) 
                                        ---------------------------------  ---------------------------------  --------------------------------- 
Operating Loss                                                      (360)                              (730)                           (48,530) 
Finance costs                       11                              (365)                              (359)                            (2,100) 
                                        ---------------------------------  ---------------------------------  --------------------------------- 
Loss Before Taxation                                                (725)                            (1,089)                           (50,630) 
Taxation                                                              114                                147                              6,202 
                                        ---------------------------------  ---------------------------------  --------------------------------- 
Loss and Total Comprehensive Income 
 for the Financial Period                                           (611)                              (942)                           (44,428) 
                                        ---------------------------------  ---------------------------------  --------------------------------- 
 
Attributable to: 
 Equity holders of the Company                                      (611)                              (942)                           (44,428) 
                                             ============================     ============================--      ============================- 
Loss per Share from Continuing 
Operations Attributable to the Equity 
Holders of the Company during the 
Period 
Basic pence per share               12                            (2.45)p                            (4.03)p                          (184.46)p 
                                             ============================       ============================       ============================ 
 
Diluted pence per share             12                            (2.45)p                            (4.03)p                          (184.46)p 
                                             ============================       ============================       ============================ 
 
 

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the 6 months ended 31 May 2011

 
                                                 Share                              Share                          Shares to                           Retained                          Unaudited 
                                               capital                            premium                          be issued                           Earnings                              Total 
                                               GBP'000                            GBP'000                            GBP'000                            GBP'000                            GBP'000 
Balance at 1 
 December 
 2009                                              210                             15,065                                148                              8,341                             23,764 
 
Issue of 
 shares                                             37                                411                              (148)                                  -                                300 
 
Total 
 comprehensive 
 income for 
 the period                                          -                                  -                                  -                              (942)                              (942) 
                     ---------------------------------  ---------------------------------  ---------------------------------  ---------------------------------  --------------------------------- 
As at 31 May 
 2010                                              247                             15,476                                  -                              7,399                             23,122 
                ============================----------       ============================       ============================       ============================       ============================ 
 
 
                                                 Share                              Share                          Shares to                           Retained                            Unaudited 
                                               capital                            premium                          be issued                           Earnings                                Total 
                                               GBP'000                            GBP'000                            GBP'000                            GBP'000                              GBP'000 
As at 1 
 December 
 2010                                              249                             15,499                                  -                           (36,086)                             (20,338) 
 
Issue of 
 shares                                             10                                110                                  -                                  -                                  120 
 
Total 
 comprehensive 
 income for 
 the period                                          -                                  -                                  -                              (611)                                (611) 
                     ---------------------------------  ---------------------------------  ---------------------------------  ---------------------------------    --------------------------------- 
As at 31 May 
 2011                                              259                             15,609                                  -                           (36,697)                             (20,829) 
                ============================----------     ============================--     ============================--     ============================--  ============================-====-- 
 

STATEMENT OF CASHFLOWS

For the 6 months ended 31 May 2011

 
                                                              Unaudited                          Unaudited                            Audited 
                                                                 31 May 
                                                                     11                          31 May 10                          30 Nov 10 
                                                                GBP'000                            GBP'000                            GBP'000 
Cash used in Operations 
Loss before taxation                                              (725)                            (1,089)                           (50,630) 
Adjustments for: 
Depreciation                                                          -                                  5                                  3 
Fair value losses on investment 
 property                                                           117                                327                             54,862 
Interest expense                                                    365                                359                              2,100 
(Increase)/decrease in trade and 
 other receivables                                                  (6)                                  -                                 46 
Increase in properties intended for 
 sale                                                                 -                                  -                            (6,630) 
Increase in trade payables and other 
 payables                                                            97                                188                                300 
                                      ---------------------------------  ---------------------------------  --------------------------------- 
Cash (used in)/generated from 
 Operations                                                       (152)                              (210)                                 51 
Interest paid                                                     (365)                              (359)                              (765) 
                                      ---------------------------------  ---------------------------------  --------------------------------- 
Net Cash used in Operating 
 Activities                                                       (517)                              (569)                              (714) 
                                      ---------------------------------  ---------------------------------  --------------------------------- 
Cash Flows from Investing Activities 
Additions to investment property                                   (62)                              (327)                              (676) 
Additions to properties intended for 
 sale                                                             (180)                                  -                                  - 
Sale of property intended for sale                                    -                                500                                  - 
                                      ---------------------------------  ---------------------------------  --------------------------------- 
Net Cash from/(used in) Investing 
 Activities                                                       (242)                                173                              (676) 
                                      ---------------------------------  ---------------------------------  --------------------------------- 
 
Cash Flows from Financing Activities 
Proceeds from share issue                                           120                                330                                325 
                                      ---------------------------------  ---------------------------------  --------------------------------- 
Net Cash from Financing Activities                                  120                                330                                325 
                                      ---------------------------------  ---------------------------------  --------------------------------- 
 
Net Decrease in Cash and Cash 
 Equivalents                                                      (639)                               (66)                            (1,065) 
 
Cash and Cash Equivalents at 
 Beginning of Period                                            (1,006)                                 59                                 59 
                                      ---------------------------------  ---------------------------------  --------------------------------- 
Cash and Cash Equivalents at End of 
 Period                                                         (1,645)                                (7)                            (1,006) 
 
                                           ============================       ============================       ============================ 
 
 

There were no major non-cash movements in the period.

STATEMENT OF CASHFLOWS (CONTINUED)

For the 6 months ended 31 May 2011

Cash and cash equivalents include the following for the purposes of the Statement of Cash Flows.

 
                                                              Unaudited                          Unaudited                            Audited 
                                                                 31 May 
                                                                     11                          31 May 10                          30 Nov 10 
                                                                GBP'000                            GBP'000                            GBP'000 
 
Cash                                                                  -                                  9                                  - 
Bank overdraft (Note 10)                                        (1,645)                               (16)                            (1,006) 
                                      ---------------------------------  ---------------------------------  --------------------------------- 
                                                                (1,645)                                (7)                            (1,006) 
                                           ============================       ============================       ============================ 
 
 

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

For the 6 months ended 31 May 2011

1 General Information

China Gateway International Plc is a public limited company incorporated in the United Kingdom under the Companies Act 2006 (Registration number 05868936) and is listed on the Alternative Investment Market ("AIM"). The address of the registered office is One America Square, Crosswall, London, EC3N 2SG.

The interim financial information has not been audited or reviewed and was approved for issue by the Board of Directors on 26 August 2011.

2 Summary of Significant Accounting Policies

The principal Accounting Policies applied in the preparation of these Interim Financial Statements are consistent with those of the annual financial statements for the year ended 30 November 2010, as detailed in those annual financial statements. These Policies have been consistently applied to all periods presented, unless otherwise stated.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

3 Basis of Preparation of Financial Statements

The Unaudited Interim Financial Statements have been prepared on a going concern basis in accordance with EU-endorsed International Financial Reporting Standards ("IFRS") and IFRIC interpretations and the parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Interim Financial Statements have also been prepared under the historical cost convention, as modified by the carrying of investment property at fair value.

Items included in the Interim Financial Statements are measured using the currency of the primary economic environment in which the entity operates (its "functional currency"). The Interim Financial Statements are presented in Pounds Sterling ("GBP"), which is the Company's functional and presentational currency.

The Preparation of the Interim Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated Financial Statements are disclosed in Note 4.

a) Non-statutory accounts

The interim financial information for the six months ended 31 May 2011 set out in this interim report does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 November 2010 were approved by the Board of Directors on 20 May 2011 and delivered to the Registrar of Companies. The report on those accounts was unqualified and the auditor drew attention by way of emphasis to the Company's going concern. Disclosure in the annual financial statements for the year ended 30 November 2010 indicate a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern and the annual financial information for the year ended 30 November 2010 contained in this interim report does not include the adjustments that would result if the Company was unable to continue as a going concern.

The financial information for the 6 months ended 31 May 2011 and for the 6 months ended 31 May 2010 has not been audited. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information.

3 Basis of Preparation of Financial Statements (continued)

b) Going concern

In considering the Company's ability to continue operations for the foreseeable future, the Directors have considered the Company's forecast operating cashflow for the period up to the end of May 2012 and the cashflow associated with the Company's properties over periods appropriate to the development in each case.

In the view of the Directors the Company requires continued financial support in order to continue as a going concern. These interim financial statements have been prepared on a going concern basis in view of the continued support being received from the Company's lending bank Israel Discount Bank and from its shareholders.

The support received from Israel Discount Bank takes the form of facilities available subject to both specific and general conditions. The current facility was made available on 7 December 2010 in the amount of GBP34.5 million.

Of this facility the loan element of GBP31.4 million is fully drawn and the overdraft facility is to be utilised as follows:

-- GBP115,000 to satisfy the Section 106 Agreement at Manston thereby allowing full planning permission to be granted. The property valuation detailed in Note 5 stated that the granting of full planning permission will increase the value of the Manston property by GBP720,000.

-- GBP1,585,000 towards the cost of obtaining a master plan covering Western Heights and Farthingloe. This master plan will illustrate that the sites are suitable for residential development and in line with a valuation prepared by Drivers Jonas Deloitte in October 2010, prior to the granting of planning permission this will increase the value of these properties to approximately GBP16.97 million from their current stock value of GBP12.43 million.

-- GBP1,400,000 to fund the banks future interest costs.

The facility is repayable on demand however the bank have confirmed that, subject to no breach of covenants, it is their present intention to continue to make this facility available until at least 30 November 2011.

The property valuations on Western Heights and Farthingloe further show that the granting of planning permission for private residential development on those sites will result in an increase in the value of the land concerned to a figure of up to GBP35.8 million. The Directors consider that the facility provided to prepare the master plan will be sufficient to allow the Company to deal with all matters in relation to the relevant planning applications.

IBD have indicated that should sufficient progress have been achieved with regard to planning permission at both Dover and Manston by 30 November 2011 they will give favourable consideration to an extension of the existing facility to at least 31 May 2012 subject to continuing compliance with the conditions associated with the facility. The Directors are confident in achieving such progress.

The Directors have reviewed the relevant aspects of the Company's forecasts and the potential position regarding the Company's properties for the period to 31 May 2012 and consider there should be no breaches of the covenants concerned. The Directors believe that the Company will meet all of the specific and general conditions associated with the facility going forward.

Since the year ended 30 November 2010 the Company's shareholders have invested further funds totalling GBP120,000 by way of private placements.

3 Basis of Preparation of Financial Statements (continued)

b) Going concern (continued)

The shareholders have indicated that future requests for additional investment to fund ongoing working capital for overhead costs will be considered favourably subject to continuing bank support and satisfactory progress on planning matters at both Dover and Manston.

After making enquiries and considering the matters described above, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For these reasons they continue to adopt the going concern basis in the preparation of the Interim Financial Statements.

c) Standards and Interpretations in issue but not yet Effective or not yet Endorsed

Amendments to IFRS 7 "Financial Instruments Disclosures" are designed to help users of the financial statements evaluate the risk exposures relating to transfers of financial assets and the effect of those risks on an entity's financial position for annual periods beginning on or after 1 January 2011. The expected impact of these disclosures will be reviewed by management once endorsed and where relevant the Company will apply the disclosures in their Financial Statements in the future.

IFRS 9 "Financial Instruments" specifies how an entity should classify and measure financial liabilities for annual periods beginning on or after 1 January 2013. The expected impact of this specification will be reviewed by management and where relevant the Company will apply the requirements to their Financial Statements in the future.

Amendments to IAS 12 "Income Taxes" introduce a presumption that recovery of the carrying amount of an asset measured using the fair value model in IAS 40 "Investment Property" will normally be through sale for annual periods beginning on or after 1 January 2012. The expected impact of this amendment will be reviewed by management once endorsed and where relevant the Company will apply the requirements to their Financial Statements in the future.

Amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards" replace references to a fixed date of 1 January 2004 with "the date of transition to IFRSs", thus eliminating the need for companies adopting IFRSs for the first time to restate derecognition transactions that occurred before the date of transition to IFRSs, and provide guidance on how an entity should resume presenting financial statements in accordance with IFRSs after a period when the entity was unable to comply with IFRSs because its functional currency was subject to severe hyperinflation. This amendment applies to annual periods beginning on or after 1 July 2011. This is not expected to have an impact on the Company's financial statements in the future.

"Improvements to IFRSs" are collections of amendments to IFRSs resulting from the annual improvements project, a method of making necessary, but non-urgent, amendments to IFRSs that will not be included as part of another major project. These amendments have various implementation dates and are not expected to have an impact on the Company's financial statements in the future.

An amendment to IFRIC 14 "IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction", on prepayments of a minimum funding requirement, applies in the limited circumstances when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover those requirements. The amendment permits such an entity to treat the benefit of such an early payment as an asset. This amendment applies to annual periods beginning on or after 1 January 2011. This is not expected to have an impact on the Company's financial statements in the future.

4 Critical Accounting Estimates, Judgements and Assumptions

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

The Company makes estimates, judgements and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The assumptions and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial statements are detailed below:

a) Planning permission

The assumption that the Company can continue operating as a going concern requires the eventual granting of planning permission on all of the Company's properties.

With regard to Dover it is assumed that sufficient progress will be achieved in relation to planning applications during the annual period to 30 November 2011 so as to increase the value of the properties and to allow both the Company's lending bank and its shareholders to consider favourably the provision of further support to the Company.

It is assumed with regard to Manston that following the satisfaction of the requirements of the Section 106 Agreement the existing resolution to grant will result in full planning permission being granted. This will lead to an uplift in the value of this property and will also allow the Company to recommence its marketing efforts in relation to Manston.

b) Working capital and development finance

Note 10 to the Unaudited Interim Financial Statements details the position with regard to the Company's banking facilities and judgments made with regard to the going concern basis as detailed on pages 10 and 11 to the Unaudited Interim Financial Statements.

As explained in note 10 subject to other bank covenants not being breached, the Company's principal bankers have agreed to make the facility available until 30 November 2011. In addition the bank has indicated a willingness to consider an extension of this period to at least 31 May 2012. It is assumed that covenants will not be breached and that the Company's banking facilities will be available until at least 31 May 2012.

It is further assumed that additional funds will be made available from private share placements to provide the ongoing working capital requirement in respect of overhead costs of the Company.

Should these assumptions prove to be incorrect the Company will need to investigate alternative sources of funding to enable it to continue operations.

It is the Directors' belief that their continued good relationship with the Company's lending bank and with its major shareholders will enable the working capital requirement to be met until such time as significant progress has been made in relation to planning permission on the Company properties.

4 Critical Accounting Estimates, Judgements and Assumptions (continued)

c) Deferred tax asset

Included in the statement of financial position is a deferred tax asset of GBP1.109 million. This relates to tax losses recognized to the extent that there will be future taxable profits against which the losses can be utilized. In recognising this deferred tax asset the Company is assuming that such future profits will arise. The creation of such profits from its main activities is the Company's primary objective and the Directors are confident that the objective will be achieved. The recognition of the deferred tax asset has been based on the Directors' expectation that the disposal of the Dover Properties will result in a taxable profit. Should this assumption prove to be incorrect then the deferred tax asset would be written down to nil.

d) General economic uncertainty

In preparing the Unaudited Interim Financial Statements and in planning for the future development of the Company's trading activities the Directors have had to make judgments regarding general economic conditions and the uncertainties arising from the worldwide recession. The Directors have actively discussed these issues with senior business and political figures both locally and nationally in the UK and in China and are of the opinion that the Company's Dover development and Manston project are well placed to benefit from any subsequent upturn in the local, national and global economies.

5 Investment Property

 
                                                              Unaudited                          Unaudited                            Audited 
                                                                 31 May 
                                                                     11                          31 May 10                          30 Nov 10 
                                                                GBP'000                            GBP'000                            GBP'000 
 
       Beginning of period                                        3,490                             55,900                             55,900 
       Additions                                                     62                                327                              2,452 
       Fair value losses                                           (62)                              (327)                           (54,862) 
                                      ---------------------------------  ---------------------------------  --------------------------------- 
       End of period                                              3,490                             55,900                              3,490 
                                           ============================       ============================  ====--=========================== 
 
 

The Company's land and buildings were revalued as at 7 October 2010 by Drivers Jonas Deloitte, Property Consultants.

The valuation represents the market value of the freehold interest of the land at Manston Business Park, in its present condition with the benefit of any current leases and planning permission.

Total bank borrowings of GBP33,042,666 (2010 - GBP31,402,885) are secured by way of a legal charge against the investment property as noted above.

6 Properties Intended for Sale

 
                                           Unaudited                          Unaudited                              Audited 
                                              31 May 
                                                  11                          31 May 10                            30 Nov 10 
                                             GBP'000                            GBP'000                              GBP'000 
 
       Beginning 
        of the 
        period                                12,309                              4,970                                4,970 
       Additions                                 180                                  -                                  709 
       Disposals                                   -                            (4,970)                                    - 
       Write back                                  -                                  -                                6,630 
       Fair value 
        losses                                  (55)                                  -                                    - 
                   ---------------------------------  ---------------------------------    --------------------------------- 
       End of 
        period                                12,434                                  -                               12,309 
                        ============================       ============================  ======--=========================== 
 

Part of the bank borrowings of GBP33,042,666 (2010 - GBP31,402,885) are secured by way of a legal charge against the properties intended for sale as noted above.

The increase in the value of these properties reflects them at the lower of cost and net realisable value having regard to the potential future realisable value supported by the Drivers Jonas Deloitte valuation of 7 October 2010.

7 Trade and Other Receivables

 
                                                                       Unaudited                          Unaudited                              Audited 
                                                                          31 May 
                                                                              11                          31 May 10                            30 Nov 10 
                                                                         GBP'000                            GBP'000                              GBP'000 
 
       Trade receivables                                                       1                                  1                                    2 
       Prepayments                                                            13                                  6                                   10 
       VAT recoverable                                                        17                                 20                                   12 
       Other receivables                                                      12                              4,526                                   13 
                                               ---------------------------------  ---------------------------------    --------------------------------- 
                                                                              43                              4,553                                   37 
                                                    ============================       ============================  ======--=========================== 
 
 

8 Called-Up Share Capital

Authorised

 
                                                                                                                         Unaudited                     Unaudited                             Audited 
                                                                                                                                                          31 May 
                                                                                                                         31 May 11                            10                           30 Nov 10 
                                                                                                                           GBP'000                       GBP'000                             GBP'000 
 
50,000,000 Ordinary shares of GBP0.01                                                                                          500                           500                                 500 
                                                                                                      ============================  ============================  =====--=========================== 
                                                                                                                         Allocated 
                                                   Number of                           Ordinary                            but not                         Share 
                                                      shares                             shares                           allotted                       premium                               Total 
                                                         000                            GBP'000                            GBP'000                       GBP'000                             GBP'000 
Balance at 1 
 December 2009                                        21,000                                210                                148                        15,065                              15,423 
 
Shares issued                                          3,931                                 39                              (148)                           434                                 325 
 
                           ---------------------------------  ---------------------------------  ---------------------------------   ---------------------------   --------------------------------- 
As at 30 November 
 2010                                                 24,931                                249                                  -                        15,499                              15,748 
(audited) 
 
Shares issued                                            960                                 10                                  -                           110                                 120 
 
                           ---------------------------------  ---------------------------------  ---------------------------------   ---------------------------   --------------------------------- 
As at 31 May 2011                                     25,891                                259                                  -                        15,609                              15,868 
(unaudited) 
                      ============================----------       ============================       ============================   ===========================        ============================ 
 
 

During the 6 months to 31 May 2011 960,000,000 shares were issued for GBP120,000 to fund working capital requirements.

9 Trade and Other Payables

 
                                                                Unaudited                          Unaudited                             Audited 
                                                                   31 May 
                                                                       11                          31 May 10                           30 Nov 10 
                                                                  GBP'000                            GBP'000                             GBP'000 
 
       Trade payables                                                 204                                132                                 191 
       Other payables                                                  25                                  2                                   2 
       Social security and other taxes                                 12                                  5                                  11 
       Accrued expenses                                               798                                723                                 738 
                                        ---------------------------------  ---------------------------------   --------------------------------- 
                                                                    1,039                                862                                 942 
                                             ============================       ============================  =====--=========================== 
 
 

All the trade and other payables are due within one year.

10 Borrowings

 
                                                              Unaudited                          Unaudited                             Audited 
                                                                 31 May 
                                                                     11                          31 May 10                           30 Nov 10 
                                                                GBP'000                            GBP'000                             GBP'000 
 
       Bank overdrafts                                            1,645                                 16                               1,006 
       Interest bearing loan and 
        borrowings                                               31,400                             31,403                              31,400 
                                      ---------------------------------  ---------------------------------   --------------------------------- 
                                                                 33,045                             31,419                              32,406 
                                           ============================       ============================  =====--=========================== 
 
 

Bank borrowings are repayable on demand. However the bank has indicated their intention to make the facility available until 30 November 2011. The borrowings to 31 May 2011 carried interest at LIBOR plus 3%.

Bank borrowings of GBP33,042,666 (2010 - GBP31,402,885) are secured by way of a legal charge against the investment property and properties intended for sale.

The fair value of the borrowings is as stated above.

11 Finance Costs

 
                                                                         Unaudited                          Unaudited                            Audited 
                                                                            31 May 
                                                                                11                          31 May 10                          30 Nov 10 
                                                                           GBP'000                            GBP'000                            GBP'000 
 
       Interest expense on bank 
        borrowings                                                             365                                359                                765 
       Bank fee                                                                  -                                  -                              1,335 
                                                 ---------------------------------  ---------------------------------  --------------------------------- 
                                                                               365                                359                              2,100 
                                                      ============================       ============================   ===--=========================== 
 
 

12 Loss per share

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

Basic

 
                                         Unaudited                     Unaudited                         Audited 
                                         31 May 11                     31 May 10                       30 Nov 10 
 
       Loss 
       attributable 
       to equity 
       holders of 
       the Company                    GBP(610,481)                  GBP(941,954)                 GBP(44,428,000) 
                      ============================  ============================  ============================-- 
 
       Weighted 
        average 
        number of 
        ordinary 
        shares in 
        issue                           24,962,181                    23,381,255                      24,085,948 
                                                    ============================  ============================-- 
 
       Basic loss 
        per share 
        (pence per 
        share)                             (2.45)p                       (4.03)p                       (184.46)p 
                      ============================  ============================  ============================-- 
 

12 Loss per share (continued)

Diluted

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

There were no dilutive potential ordinary shares in issue during the current or prior periods.

The diluted loss per share therefore becomes the basic loss per share as noted above.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR QQLFLFVFEBBD

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