TIDMDBAY
RNS Number : 3311B
Douglasbay Capital PLC
16 April 2012
16 April 2012
DouglasBay Capital plc
("DouglasBay", "the Group" or "the Company")
Audited Final Results for the year to 31 December 2011
DouglasBay Capital plc (AIM: DBAY), the value investor in quoted
and unquoted small to medium size businesses, today announces final
results for the year to 31 December 2011.
Key Events
-- Completion of the sale of TDG in March 2011 (announced in
November 2010) for net cash proceeds of GBP203.6m, generating an
Internal Rate of Return of over 30% on the initial investment
-- GBP197.5m returned to shareholders via a tender offer in May 2011
-- Further property sales in the year for combined sale proceeds of GBP25.3m
-- In-depth assessment of new investment opportunities on-going.
Minority investments totalled GBP4.3m at 31 December 2011 (2010:
GBP2.4m)
-- Net Asset Value of GBP21.9m at 31 December 2011, with net
cash resources of GBP15.8m and all borrowings repaid following the
sale of TDG
The Company's shares were suspended from trading on the AIM
Exchange with effect from the 29 March 2012, as the Company had not
substantially reinvested its available capital resources within 12
months of the disposal of its major asset, TDG, in line with Rule
15 of the AIM Rules for Companies. The Company reiterates its
intention to substantially reinvest its capital and in the event
that it does so, the suspension will be lifted. In the event that a
substantial reinvestment of capital does not occur within six
months of the suspension date, then the Company's shares will be
cancelled from AIM. Should the Company believe that it will not be
able to satisfy its investing policy within this six month
timeframe, it will engage in a dialogue with shareholders over the
most efficient approach of returning capital.
For further information please visit www.douglasbaycap.com or
contact:
DouglasBay Capital plc Peel Hunt LLP (Nominated Adviser
& Broker)
Alex Paiusco, Chief Executive Guy Wiehahn
Mike Haxby, Chief Financial
Officer
Tel: 01624 690900 Tel: 020 7418 8893
Chairman's Statement
The completion of the disposal of our first major investment,
the logistics company TDG, in March 2011 was the key event of the
financial year. The sale to Norbert Dentressangle represented the
culmination of two and a half years of significant management
effort in restructuring, repositioning and developing the business.
During that period, TDG became one of the best performing companies
in its sector.
Having successfully realised value from our largest investment,
we returned GBP197.5m to our shareholders by way of a tender offer
in May 2011, which left DouglasBay with cash resources of GBP15.1m
at 30 June 2011 and a total net asset value of GBP24.6m. We
increased our cash reserves further still in the third quarter of
the year with the sales of two freehold properties, producing
additional net proceeds of GBP5.4m.
In our last annual report, our Chief Executive Officer, Alex
Paiusco outlined our investment approach in some detail, and the
DouglasBay management team have been pursuing suitable
opportunities that meet our value investing criteria. The second
half of 2011 provided a challenging backdrop for investors amidst
concerns for the stability of the Eurozone, with the major European
exchanges losing up to 20% in value over the period. During this
period we selectively redeployed a portion of our available cash
resources and at 31 December 2011 the value of our minority
investments totalled GBP4.3m (2010: GBP2.4m)
As value investors we remain committed to investing only in
opportunities which will generate attractive long-term returns for
our shareholders. A consequence of our selective and cautious
approach to redeploying our available cash has been the suspension
of our shares from trading on the AIM Exchange from 29 March 2012
in accordance with Rule 15 for Investing Companies. As we announced
in February, our intention to redeploy our available capital is
clear, and provided we do so prior to 29 September 2012, the
suspension will be lifted.
Looking forward, we continue to work hard in pursuing
opportunities where we believe our differentiated approach can
generate attractive returns for our investors. We have already
begun the process of reinvesting our cash proceeds in the second
half of 2011, and the prevailing, uncertain market conditions,
provide us with a number of opportunities, which we are currently
reviewing.
It remains for me to thank all our Group colleagues for their
commitment and hard work and you, our shareholders, for your
continued support.
David Panter
Non-executive Chairman,
11 April 2012
CEO's & CFO's financial and investment review
2011 Overview
This report covers the 12 month period to 31 December 2011. The
main events in the year were the completion of the sale of our main
investment, TDG, in March 2011 for net cash proceeds of GBP203.6m
post transaction costs, and the subsequent return of GBP197.5m in
cash to shareholders via a tender offer in May 2011.
Following the completion of the tender offer in May, we reported
a net asset value of GBP24.6m in our Interim Report as of 30 June
2011, with cash resources of GBP15.1m. We increased our cash
reserves during the third quarter of the year with two further
property sales for combined proceeds of GBP5.4m, whilst selectively
deploying a portion of our available capital in minority
investments in listed companies in line with our investing
policy.
At 31 December 2011, the Group's Net Asset Value stood at
GBP21.9m, reflecting the impairment of an unlisted minority
investment and comprising cash resources of GBP15.8m, freehold
property of GBP1.8m, and minority investments of GBP4.3m.
TDG
The sale of TDG, which completed on 28 March 2011, secured an
annual rate of return of more than 30% on our initial investment
during an ownership period of less than two and a half years. This
return was achieved through operational improvements and by
repositioning the business, creating platforms for growth. Our last
annual report comments in more detail on our achievements with this
investment.
For the financial year 2011, the TDG first quarter trading
results are shown under discontinued operations. Any comparison
with the prior year is limited given the short period of ownership
during this financial year. During that period, the business
produced an underlying operating profit of GBP3.0m on revenues of
GBP170.6m.
All external borrowings were repaid following the sale of TDG
leaving the Group in a net cash position.
DouglasBay Property Group (DBPG)
During the financial year, the Group sold four properties for
combined sale proceeds of GBP25.3m, leaving one remaining freehold
property which is being marketed for sale. This property is held
for sale in the balance sheet at a market value of GBP1.8m.
The rental and management fee income generated by DBPG during
the financial year is reported under discontinued operations
together with associated costs.
Investment update
In our last annual report, we outlined our investment approach
and philosophy in some detail and this remains unchanged. We will
only invest in opportunities where we believe we can generate
attractive long term returns for our shareholders. This approach
has served us well, with the return of capital by tender offer in
May 2011 at 16.35p representing capital growth of over 60% since
our shares listed on the AIM Exchange at 10p in October 2008.
During the same period of time the FTSE All-Share Index grew by
only 22% in value.
The second half of the year provided a challenging backdrop for
investors as the sovereign debt crisis deepened and fears over the
stability of the Eurozone increased. The FTSE All-Share Index fell
in value by 8.4% over this period (having fallen by 14.9% in the
third quarter of the year alone), and the Paris CAC40 and the
German Dax both fell by c.20%. Amongst the uncertainty, we
selectively redeployed a portion of our available capital, and at
31 December 2011 the value of our minority investments stood at
GBP4.3m (2010: GBP2.4m). This year end value consists almost
entirely of positions in listed companies, having sold our last tea
plantation stake in June 2011 for GBP0.8m and having impaired our
investment in the US social media start-up to zero. With regard to
the latter, the company we invested in was unable to raise
additional funding required for the project and hence DouglasBay
has ended its involvement.
Suspension from AIM
Our shares were suspended from trading on the AIM Exchange on 29
March 2012, as we announced would be likely back in February. Under
Rule 15 of the AIM rules for investing companies, if a company has
not sufficiently redeployed its available capital within 12 months
from the disposal of a substantial asset, in our case TDG, the
shares are suspended for a period of up to six months, until the
cash resources are redeployed.
As we announced, our intention is to redeploy our available cash
resources as soon as practicable and within six months of the
commencement of the suspension. We are reviewing a number of
attractive opportunities and we will update shareholders with any
significant developments. However, in the event that we are unable
to substantially reinvest our capital by 29 September 2012, our
shares will be cancelled from trading on AIM. If we believe that we
will not satisfy our investing policy within this timeframe, we
will engage in a dialogue with shareholders on how to return
capital in the most efficient way.
Outlook
The successful conclusion of the TDG sale in 2011 and the
returns produced for shareholders gives us confidence in the
application of our investment philosophy and approach moving
forward. We are in a net cash position and the process with regard
to searching for such opportunities is well developed and gathered
pace during the second half of 2011. The correction in European
share prices over this period and the prevailing uncertain market
conditions provides us with an environment in which we believe we
can apply our fundamentally driven value investing approach
successfully, and where we can create strong shareholder value in
the medium to long term.
Alex Paiusco
Chief Executive Officer
Mike Haxby
Chief Financial Officer
11 April 2012
Consolidated Income Statement
For the Year ended 31 December 2011
Continuing Discontinued Continuing Discontinued
operations operations* Total operations operations* Total
2011 2011 2011 2010 2010 2010
Notes GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 3 - 170.9 170.9 0.1 678.2 678.3
Operating expenses (9.1) (167.0) (176.1) (2.6) (650.0) (652.6)
--------------- --------------- ----------- --------------- -------------- ----------
Underlying operating
(loss)/profit 4 (9.1) 3.9 (5.2) (2.5) 28.2 25.7
Amortisation of
acquisition intangibles 5 - (0.7) (0.7) - (3.0) (3.0)
Rationalisation
costs 5 - (0.3) (0.3) - (2.1) (2.1)
Corporate activity
& associated costs 5 - - - - (0.4) (0.4)
Profit/(loss) on
sale of subsidiaries 5 95.0 - 95.0 (1.9) (0.1) (2.0)
Impairment 5 - (1.8) (1.8) - (2.7) (2.7)
Gain on sale of
properties 5 - 6.6 6.6 - 3.2 3.2
Site exit costs 5 - - - - (1.5) (1.5)
Dilapidations &
onerous leases 5 - (2.8) (2.8) - 1.2 1.2
Operating profit/(loss) 85.9 4.9 90.8 (4.4) 22.8 18.4
Finance costs 6 - (1.4) (1.4) (0.1) (7.0) (7.1)
Finance income 7 0.1 - 0.1 0.3 - 0.3
Profit/(loss) before
tax 86.0 3.5 89.5 (4.2) 15.8 11.6
Income tax (expense)/income 8 - (0.1) (0.1) - 3.5 3.5
Profit/(loss) for
the year 86.0 3.4 89.4 (4.2) 19.3 15.1
--------------- --------------- ----------- --------------- -------------- ----------
Attributable to:
Profit/(Loss) attributable
to equity holders
of the parent 86.2 3.4 89.6 (4.2) 19.0 14.8
Profit attributable
to non-controlling
interests (0.2) - (0.2) - 0.3 0.3
86.0 3.4 89.4 (4.2) 19.3 15.1
--------------- --------------- ----------- --------------- -------------- ----------
Earnings (pence)
per share
Basic & fully diluted
earnings/(loss)
per share 9 14.96p 0.59p 15.55p (0.32p) 1.43p 1.11p
--------------- --------------- ----------- --------------- -------------- ----------
* Detailed information related to the Laxey Logistics Group and
Property Group discontinued operations is disclosed in notes 3 and
13.
Consolidated statement of comprehensive income
For the Year ended 31 December 2011
2011 2010
GBPm GBPm
Profit for the year 89.4 15.1
Other comprehensive income
Currency translation adjustments (1.9) (0.1)
Actuarial loss on defined benefit schemes - (27.4)
Income tax income on other comprehensive income - 7.7
Other comprehensive loss for the year, net
of income tax (1.9) (19.8)
------- ---------
Total comprehensive income/(loss) for the year 87.5 (4.7)
------- ---------
Attributable to:
Equity holders of the parent 87.7 (5.0)
Non-controlling interest (0.2) 0.3
------- ---------
87.5 (4.7)
------- ---------
Consolidated statement of changes in equity
For the Year ended 31 December 2011
Attributable to equity holders
of the parent
Issued Hedging Non-
and
share Share translation Retained controlling Total
capital premium reserve earnings Total interest Equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1
January
2011 64.5 63.5 0.2 (6.1) 122.1 0.7 122.8
----------- ----------- ------------ ----------- ----------- ------------ ---------
Total other
comprehensive
loss for the year - - (1.9) - (1.9) - (1.9)
----------- ----------- ------------ ----------- ----------- ------------ ---------
Profit/(loss) for
the period - - - 89.6 89.6 (0.2) 89.4
Total
comprehensive
income/(loss) - - (1.9) 89.6 87.7 (0.2) 87.5
----------- ----------- ------------ ----------- ----------- ------------ ---------
Issue of shares 4.3 4.3 - - 8.6 - 8.6
Purchase of own
shares (60.4) (67.8) - (69.3) (197.5) - (197.5)
Change in
non-controlling
interest - - - - - 0.2 0.2
Disposal of
subsidiaries - - 1.7 (0.7) 1.0 (0.4) 0.6
Equity dividends - - - - - (0.3) (0.3)
Balance at 31
December
2011 8.4 - - 13.5 21.9 - 21.9
----------- ----------- ------------ ----------- ----------- ------------ ---------
Attributable to equity holders
of the parent
Issued Hedging Non-
and
share Share Translation Retained controlling Total
capital premium Reserve earnings Total interest Equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1
January
2010 66.9 66.9 0.3 (1.2) 132.9 0.6 133.5
----------- ----------- ------------ ----------- ----------- ------------ ---------
Currency
translation
differences - - (0.1) - (0.1) - (0.1)
Actuarial loss on
defined benefit
scheme - - - (27.4) (27.4) - (27.4)
Tax on items
recognised
in other
comprehensive
income - - - 7.7 7.7 - 7.7
Other
comprehensive
loss for the year - - (0.1) (19.7) (19.8) - (19.8)
----------- ----------- ------------ ----------- ----------- ------------ ---------
Profit for the
period - - - 14.8 14.8 0.3 15.1
----------- ----------- ------------ ----------- ----------- ------------ ---------
Total
comprehensive
income / (loss) - - (0.1) (4.9) (5.0) 0.3 (4.7)
----------- ----------- ------------ ----------- ----------- ------------ ---------
Purchase of own
shares (2.4) (3.4) - - (5.8) - (5.8)
Equity dividends - - - - - (0.2) (0.2)
Balance at 31
December
2010 64.5 63.5 0.2 (6.1) 122.1 0.7 122.8
----------- ----------- ------------ ----------- ----------- ------------ ---------
Consolidated statement of financial position
As at 31 December 2011
2011 2010
Notes GBPm GBPm
Assets
Non current assets
Property, plant and equipment 10 - 5.3
Investments 14 4.3 2.4
--------- ---------
4.3 7.7
Current assets
Held-for-sale assets 13 1.8 321.7
Trade and other receivables 0.3 3.2
Cash and cash equivalents 12 15.8 1.6
17.9 326.5
--------- ---------
Total assets 22.2 334.2
Non-current liabilities
Interest bearing borrowings 11 - 14.3
--------- ---------
- (14.3)
Current liabilities
Interest bearing borrowings 11 - 2.1
Trade and other payables 0.3 3.0
Held-for-sale liabilities 13 - 192.0
(0.3) (197.1)
Total liabilities (0.3) (211.4)
Net assets 21.9 122.8
--------- ---------
Equity
Issued capital and reserves
Issued share capital 8.4 64.5
Share premium - 63.5
Hedging & translation reserve - 0.2
Retained profit/(loss) 13.5 (6.1)
--------- ---------
Equity attributable to owners of
the Company 21.9 122.1
Non-controlling interests - 0.7
Total equity 21.9 122.8
--------- ---------
Consolidated statement of cash flows
For the Year ended 31 December 2011
2011 2010
Notes GBPm GBPm
Cash flows from operating activities 13.3 22.4
Cash flows used in other operating
activities
Interest paid (1.5) (8.5)
Income taxes paid - (1.8)
Cash flows used in other operating
activities (1.5) (10.3)
--------- ---------
Cash flows from investing activities
Payments to acquire property, plant
and equipment (1.6) (6.4)
Payments to acquire subsidiaries
(including deferred consideration) - (0.1)
Receipts from sale of property, plant
and equipment 25.3 47.7
Receipts from sale of subsidiaries 203.6 -
(net of costs)
Receipts from sale of investments
(net of costs) 0.8 2.5
Payments to acquire investments (5.2) (0.4)
Interest received 0.1 0.4
Cash flows from investing activities 223.0 43.7
--------- ---------
Cash flows from financing activities
Payments to purchase own shares (197.5) (5.7)
Repayment of secured borrowings (41.6) (35.7)
Repayment of loan to ultimate controlling
party - (5.1)
Repayment of term unsecured borrowings - (5.2)
Repayment of loan from associate
company - 0.1
Dividends paid to minority interests (0.3) (0.2)
Cash flows used in financing activities (239.4) (51.8)
--------- ---------
Net (decrease) / increase in cash
and cash equivalents (4.6) 4.0
Cash and cash equivalents as at 1
January 20.2 16.4
Effect of exchange rate changes 0.2 (0.2)
Cash and cash equivalents as at 31
December 12 15.8 20.2
--------- ---------
Reconciliation of net debt
Net (decrease) / increase in cash
and cash equivalents (4.6) 4.0
Decrease in debt 56.7 45.6
--------- ---------
Change in net debt from cash flows 52.1 49.6
Effect of exchange rate changes 0.2 0.6
--------- ---------
Decrease in net debt during the period 52.3 50.2
Net debt at start as at 1 January (36.5) (86.7)
Net cash/(debt) as at 31 December 11 15.8 (36.5)
--------- ---------
Consolidated statement of cash flows (continued)
For the Year ended 31 December 2011
Reconciliation of net profit from operations to net cash from
operating activities
2011 2010
GBPm GBPm
Cash flows from operating activities
Net profit 89.4 15.1
Adjustments to reconcile to profit from
operations
Net interest expense 1.3 6.8
Income tax expense / (income) 0.1 (3.5)
Adjustments to reconcile profit from operations 1.4 3.3
--------- ---------
Non-cash adjustments
Depreciation of property, plant and equipment 2.3 10.7
Amortisation of acquisition & other intangible
assets 1.3 5.5
Impairment of property 0.5 2.3
Impairment of plant and equipment - 0.5
Impairment of other current and non-current
assets 1.3 0.2
(Profit)/loss on sale of subsidiaries (95.0) 2.0
Profit on the sale of investments - (1.2)
Loss/(gain) arising on the revaluation
of listed and unlisted investments 1.0 (0.6)
Unrealised gains/(losses) on foreign currency (0.1) -
exchange
Gain on sale of property, plant and equipment (6.6) (3.1)
Pension IAS 19 charge - (5.8)
Release of investment grants - (0.5)
Non-cash adjustments (95.3) 10.0
--------- ---------
Decrease in working capital
Increase in inventories (0.1) (0.1)
Increase in trade and other receivables (12.0) (11.2)
Increase in trade and other payables 31.1 9.0
Decrease/(increase) in working capital 19.0 (2.3)
--------- ---------
Pension deficit funding additional employer
contributions (1.2) (3.7)
Cash flows from operating activities 13.3 22.4
--------- ---------
Notes
1. Basis of preparation
The preliminary announcement for the full year ended 31 December
2011 has been prepared on the going concern basis and in accordance
with International Financial Reporting Standards (IFRS and IAS) as
adopted by the European Union (EU) and IFRIC interpretations issued
and effective, or issued and early adopted.
The following new and amended standards became effective in the
period which had an impact on these full year financial statements:
IAS 24 Related Party Disclosures, Amendments to IAS 32
Classification of Rights Issues and IFRIC 19 Extinguishing
Financial Liabilities with Equity Instruments. The adoption of
these amendments, which are effective from 1 January 2011, did not
have any material impact on the reporting of the financial position
or performance of the Group
The information set out in this preliminary statement does not
constitute statutory accounts within the meaning of Section 80 of
the Isle of Man Companies Act 2006. The auditors' reports on the
statutory accounts for both the period ended 31 December 2010 and
the year ended 31 December 2011 were unqualified. The information
presented in this preliminary announcement for the year ended 31
December 2011 is extracted from, and is consistent with, that in
the Group's audited financial statements for the year ended 31
December 2011.
The financial information in this announcement has been prepared
on the basis of the accounting policies set out in the last
published set of annual financial statements. There have been no
material changes to the accounting policies since the prior
period.
These consolidated financial statements have been prepared under
historical cost convention, except for the revaluation of land and
buildings to fair value at the date of transition (which is treated
as deemed cost under IFRS) and the measurement of certain balances
at fair value.
The terms "underlying profit" and "exceptional item" are not
defined terms under IFRS and may not be comparable with similarly
titled profit measures reported by other companies. Underlying
operating profit is not intended to be a substitute for, or
superior to, GAAP measurements of profit. The term "underlying"
refers to the relevant measure being reported excluding exceptional
items, and amortisation of acquisition intangibles. Exceptional
items are items which are both material and non-recurring and are
presented as exceptional items within their relevant consolidated
income statement category. The separate reporting of exceptional
items helps provide a better indication of the Group's underlying
business performance. Events which may give rise to the
classification of items as exceptional include the restructuring of
the business, the integration of new businesses, gains or losses on
the disposal of businesses and asset impairments and corporate
costs.
The announcement was approved by the board of directors on 11
April 2012.
2. Currency translation
All amounts denominated in overseas currencies for the
consolidated income statement have been translated into sterling at
the appropriate average rates for the period. Period end rates have
been used to translate all overseas amounts included in the
consolidated statement of financial position.
3. Segmental analysis
Primary segments - business activities
Year ended 31 December 2011
Continuing operations Discontinued operations
Eliminat- Eliminat-
Central ions Central ions
& &
Property manage- adjust- Property manage- adjust-
TLIT Group ment ments* Total TDG Group ment ments* Total TOTAL
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue
Gross sales - - 1.9 (1.9) - 170.6 1.0 - (0.7) 170.9 170.9
------ --------- -------- ---------- ------ ------ --------- -------- ---------- ------- -------
Results
Underlying
operating
profit/(loss) (0.6) - (7.3) (1.2) (9.1) 3.0 - - 0.9 3.9 (5.2)
Net
exceptional
income/
(expense) - - 95.0 - 95.0 (3.1) 7.8 (1.3) (2.4) 1.0 96.0
------ --------- -------- ---------- ------ ------ --------- -------- ---------- ------- -------
Operating
profit/(loss) (0.6) - 87.7 (1.2) 85.9 (0.1) 7.8 (1.3) (1.5) 4.9 90.8
Net finance
income/(cost) - - 5.8 (5.7) 0.1 0.2 (0.2) (7.1) 5.7 (1.4) (1.3)
------ --------- -------- ---------- ------ ------ --------- -------- ---------- ------- -------
(0.6) - 93.5 (6.9) 86.0 0.1 7.6 (8.4) 4.2 3.5 89.5
Income tax
expense - - - - - - (0.1) - - (0.1) (0.1)
Profit/(loss)
for year (0.6) - 93.5 (6.9) 86.0 0.1 7.5 (8.4) 4.2 3.4 89.4
------ --------- -------- ---------- ------ ------ --------- -------- ---------- ------- -------
Assets &
liabilities
Segment assets 5.8 - 13.6 - 19.4 - 2.6 - 0.2 2.8 22.2
------ --------- -------- ---------- ------ ------ --------- -------- ---------- ------- -------
Segment
liabilities - - 0.1 - 0.1 - (0.1) - 0.3 0.2 0.3
------ --------- -------- ---------- ------ ------ --------- -------- ---------- ------- -------
Other Segment
information
Depreciation
and
amortisation - - - - - 2.8 - - 0.8 3.6 3.6
------ --------- -------- ---------- ------ ------ --------- -------- ---------- ------- -------
* Eliminations include all the adjustments arising on
consolidation of the four individual segments TDG, TLIT, Property
Group and Central management for statutory reporting.
3. Segmental analysis (continued)
Primary segments - business activities
Year ended 31 December 2010
Continuing operations Discontinued operations
Eliminat- Eliminat-
Central ions Central ions
& &
Property manage- adjust- Property manage- adjust-
TLIT Group ment ments* Total TDG Group ment ments* Total TOTAL
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue
Gross sales 0.1 0.7 3.9 (4.6) 0.1 678.2 1.9 - (1.9) 678.2 678.3
----- --------- -------- ---------- ------ ------- --------- -------- ---------- ------- -------
Results
Underlying
operating
profit/(loss) - 0.2 1.0 (3.7) (2.5) 24.2 1.3 (0.1) 2.8 28.2 25.7
Net exceptional
income/
(expense) - - (2.0) 0.1 (1.9) 2.7 1.2 - (9.3) (5.4) (7.3)
----- --------- -------- ---------- ------ ------- --------- -------- ---------- ------- -------
Operating
profit/(loss) - 0.2 (1.0) (3.6) (4.4) 26.9 2.5 (0.1) (6.5) 22.8 18.4
Net finance
income/(cost) 0.2 (0.1) 22.4 (22.3) 0.2 (0.6) (0.9) (27.8) 22.3 (7.0) (6.8)
----- --------- -------- ---------- ------ ------- --------- -------- ---------- ------- -------
0.2 0.1 21.4 (25.9) (4.2) 26.3 1.6 (27.9) 15.8 15.8 11.6
Income tax
income/(expense) - - - - - 3.7 - (0.2) - 3.5 3.5
Profit/(loss)
for year 0.2 0.1 21.4 (25.9) (4.2) 30.0 1.6 (28.1) 15.8 19.3 15.1
----- --------- -------- ---------- ------ ------- --------- -------- ---------- ------- -------
Assets &
liabilities
Segment assets 6.4 9.5 167.3 (174.8) 8.4 392.6 20.2 219.8 (306.8) 325.8 334.2
----- --------- -------- ---------- ------ ------- --------- -------- ---------- ------- -------
Segment
liabilities - 28.1 - (23.9) 4.2 192.0 - 282.8 (267.6) 207.2 211.4
----- --------- -------- ---------- ------ ------- --------- -------- ---------- ------- -------
Other Segment
information
Depreciation
and
amortisation - - - 0.2 0.2 13.0 - 3.1 - 16.1 16.3
----- --------- -------- ---------- ------ ------- --------- -------- ---------- ------- -------
* Eliminations include all the adjustments arising on
consolidation of the four individual segments TDG, TLIT, Property
Group and Central management for statutory reporting.
Secondary segments - geographical analysis
Prior to the sale of TDG Limited, the Group's operations were
located in United Kingdom, Spain, Netherlands, Ireland, Belgium and
Other Europe (Germany and Poland). Currently operations are located
in the United Kingdom and the Isle of Man. The following table
provides an analysis of the Group's sales by geographic market,
irrespective of the origin of the (goods/services).
2011 2010
Revenue from external customers GBPm GBPm
United Kingdom 127.4 505.8
Spain 15.7 59.5
Netherlands 11.3 47.7
Ireland 6.1 27.7
Belgium 7.9 29.6
Other Europe 2.4 7.9
--------- ---------
Discontinued operations 170.8 678.2
--------- ---------
United Kingdom 0.1 0.1
--------- ---------
Continuing operations 0.1 0.1
--------- ---------
Total revenue for the period 170.9 678.3
--------- ---------
4. Underlying operating profit
Underlying operating profit is stated after charging/
(crediting) the following:
2011 2010
GBPm GBPm
Employee benefits expense 56.2 194.5
------ ---------
Loss on disposal of investments - 0.7
Unrealised loss on listed and unlisted investments 1.0 0.3
Loss on disposal of plant and equipment - 0.1
------ ---------
Depreciation of property, plant and equipment 2.1 10.7
Amortisation of intangible assets (software) 0.6 2.5
------ ---------
Amortisation of government grants - (0.5)
------ ---------
Operating leases:
Present value of minimum lease payments 10.3 45.5
Sublease payments (0.6) (2.6)
------ ---------
Auditor's remuneration - audit of parent company
and consolidated financial statements 0.1 0.1
------ ---------
Auditor's remuneration - other fees:
Other services pursuant to legislation - audit
of the Company's subsidiaries - 0.5
Services relating to taxation 0.1 0.2
Other services 0.1 0.1
0.2 0.8
------ ---------
5. Exceptional operating (costs)/profits
2011 2010
GBPm GBPm
Amortisation of acquisition intangibles (0.7) (3.0)
Rationalisation costs (0.3) (2.1)
Corporate activity and associated costs - (0.4)
Profit/(loss) on sale of subsidiaries 95.0 (2.0)
Impairment (1.8) (2.7)
Gain on sale of properties 6.6 3.2
Site exit costs - (1.5)
Dilapidations & onerous leases (2.8) 1.2
96.0 (7.3)
--------- ---------
Profit on sale of subsidiaries GBP95.0m (2010: GBP(2.0)m)
relates to the disposal by the company of its largest investment,
the logistics company TDG Limited.
The impairment provision in the year relates to GBP1.3m reducing
unquoted investments held to their net realisable value, and
GBP0.5m with respect to a UK property due to be sold in 2012. The
2010 impairment charge related to a GBP1.3m impairment of two UK
properties that were sold in 2011, GBP1.0m with respect to two
French properties following the exit of the French business, and
impairments to plant and equipment and other current and
non-current assets of GBP0.4m due to the write-down of assets held
in Belgium and the UK.
The gain on sale of properties, GBP6.6m (2010: GBP3.2m), arose
on the sale of properties held in the UK.
The dilapidations and onerous lease provision of GBP2.8m (2010:
GBP(1.2)m release) relates to an onerous lease provision of GBP2.8m
required in respect of a TDG business in Ireland.
Rationalisation costs of GBP0.3m (2010: GBP2.1m) were incurred
due to the continued reorganisation of the TDG business in the
early part of 2011. Of the rationalisation costs of GBP2.1m
incurred in the prior year, GBP0.6m was incurred in the UK, GBP0.1m
Ireland, GBP1.0m in The Netherlands, GBP0.1m in Belgium and GBP0.3m
in Spain.
The site exit costs of GBP1.5m in 2010 related to the exit of
TDG's unprofitable operations, totalling GBP0.9m in the UK, GBP0.5m
in Ireland and GBP0.1m in Spain.
Corporate activity costs relate to the sale of the Laxey
Logistics Group, the holding company of TDG Limited
6. Finance costs
2011 2010
GBPm GBPm
Interest payable on loan from ultimate controlling
party - 0.6
Interest payable on finance lease rental payments - 0.1
Interest expense: secured loans 0.9 4.8
Other finance costs 0.5 1.6
1.4 7.1
--------- ---------
7. Finance income
2011 2010
GBPm GBPm
Interest receivable on short-term deposits 0.1 -
Interest receivable on loan to ultimate controlling
party - 0.3
0.1 0.3
--------- ---------
8. Tax
Components of income tax (income)/expense
2011 2010
GBPm GBPm
Current income tax expense
Isle of Man income tax - -
Overseas tax - 2.3
Overseas tax - adjustments to current tax
of prior period 0.1 0.2
--------- ------
Current income tax expense/(income) 0.1 2.5
Deferred income tax income
Isle of Man - -
Overseas deferred tax - (2.1)
Overseas deferred tax - adjustments to deferred
tax of prior period - (3.9)
--------- ------
Deferred income tax income - (6.0)
--------- ------
Income tax expense/(income) recognised in
profit or loss 0.1 (3.5)
--------- ------
Components of income tax recognised in other comprehensive
income
2011 2010
GBPm GBPm
Deferred income tax income
Deferred income tax income on actuarial loss/(gain) - (7.7)
------ ------
Reconciliation of income tax charge
The tax for the period is higher than the standard rate of
income tax in the Isle of Man of 0%. The differences are explained
below.
2011 2010
GBPm GBPm
Profit on ordinary activities before tax 89.5 11.6
----------- -----------
Profit on ordinary activities multiplied by - -
rate of corporation tax in the Isle of Man
of 0%
Effects of:
Tax effect of rates in other jurisdictions - (0.5)
Permanent differences - 0.3
Differences between depreciation and capital
allowances and other timing differences - (0.4)
Utilisation of losses - (0.3)
Unrelieved losses - 6.6
No tax relief on impairments - 0.2
Relief claimed on profit on sale of properties
and release of deferred tax - (5.0)
Change in tax rates - (0.7)
Under/(over) provision in prior years 0.1 (3.7)
0.1 (3.5)
----------- -----------
9. Earnings per share
The calculation of basic earnings per share as at 31 December
2011 is based on the profit attributable to ordinary shareholders
of GBP89.6m (2010: GBP14.8m) and a weighted average number of
ordinary shares outstanding of 576,055,940 (2010: 1,333,058,372)
reflecting the period over which earnings per share has been
calculated 1 January 2011 until 31 December 2011 (2010: 1 January
2010 until 31 December 2010). Share options outstanding have no
dilutive impact on the basic earnings per share as at 31 December
2011. There was no dilution effect in the period ended 31 December
2010.
2011 2010
Weighted average number of shares for
the purposes of basic
earnings per share 576,055,940 1,333,058,372
------------ --------------
2011 2010
GBPm pence GBPm pence
Profit attributable to
equity holders of the
parent (Basic earnings
per share) 89.6 15.55p 14.8 1.11p
10. Property, plant and equipment
Net book Net book
value at value at
31 Dec 1 Jan 2011
2011 GBPm GBPm
Total - Land & Buildings - 5.3
------------ -----------
The Group holds one remaining property that is currently being
marketed for sale. This property is classified as assets
held-for-sale as at the date of the consolidated statement of
financial position.
11. Financial liabilities
Notes 2011 2010
GBPm GBPm
Non-current
Property finance leases - 1.1
Secured bank loans - 48.8
Non redeemable preference shares - 0.3
Transfers to held-for-sale liabilities 13 - (35.9)
-------- ---------
- 14.3
-------- ---------
Current
Bank overdrafts - 0.3
Secured bank loans - 5.0
Short term loan facility - 1.5
Transfers to held-for-sale liabilities 13 - (4.7)
-------- ---------
- 2.1
-------- ---------
Reconciliation to Net debt
Borrowings (excluding loan payable to ultimate
controlling party and
before transfer of assets and liabilities
to held-for-sale) - 57.0
Deduct:
Cash at bank 12 (0.1) (5.4)
Short term deposits and cash in restricted
accounts 12 (15.7) (15.1)
-------- ---------
Net (cash) / debt (15.8) 36.5
-------- ---------
Finance leases
Following the disposal of TDG Limited, the Group no longer has
any property finance leases (2010: GBP1.1m - which were secured
over the properties of the subsidiary undertakings concerned).
Fixed interest was payable on the property finance leases.
Non redeemable preference shares
The non redeemable preference shares carried an interest rate of
4.75%.
Bank loans and other borrowings
2011 2010
GBPm GBPm
Secured bank loan - 53.8
Short term loan facility - 1.5
-------- ---------
- 55.3
Less: current installments due on
loans and borrowings - (6.5)
-------- ---------
Non-current - 48.8
-------- ---------
On 28 March 2011, following the sale of TDG the principle source
of financing held with Burdale Financial Limited was repaid in
full.
Secured bank loan
Following the disposal of TDG Limited, the Group no longer has
any secured borrowings; (2010: GBP53.8m - which were secured over
the tangible fixed assets and receivables of the subsidiary
undertakings concerned.
Short term loan facility
The short term loan facility did not require the specific
backing of Eligible Receivables, but could not be drawn for at
least five consecutive Business Days in any month.
12. Cash and cash equivalents
Notes 2011 2010
GBPm GBPm
Cash at bank and in hand 0.1 5.4
Short-term deposits 15.7 2.3
Cash in restricted accounts - 12.8
Transfers to held-for-sale assets 13 - (18.9)
15.8 1.6
----- ---------
For the purposes of the consolidated statement of cash flows,
cash and cash equivalents comprise the following at 31 December
2011.
2011 2010
GBPm GBPm
Cash at bank and in hand 0.1 5.4
Short-term deposits 15.7 2.3
Cash in restricted accounts - 12.8
Bank overdrafts - (0.3)
15.8 20.2
--------- ---------
13. Discontinued operations (held-for-sale financial assets
& liabilities)
2011
On 29 November 2010, the Company announced it had reached agreement
to dispose of its largest investment, the logistics business
TDG Limited, to France's Norbert Dentressangle. On 28 March
2011, the Company disposed of TDG's holding company, Laxey
Logistics Limited for cash proceeds of GBP203.6m net of transaction
costs. As a result of the commitment at the 31 December 2010
of the Group's management to sell the Laxey Logistics Group
the assets and liabilities of the group were shown within the
consolidated statement of financial position as held-for-sale.
Those items held at 31 December 2010 as assets held for sale
are no longer owned by the Group.
The discontinued items as at 31 December 2011 consist solely
of a property held by the Property Group which the Directors
are currently marketing for sale in 2012.
Laxey
Logistics Property
Notes Group Group Total
GBPm GBPm GBPm
Assets classified as held-for-sale
Property, plant and
equipment 10 - 1.8 1.8
Total assets - 1.8 1.8
The main elements of the cash flow of
the discontinued operations are as follows:
Cash flow from discontinued
operations
2011
GBPm
Operating
cash flow (14.7)
Cash flow from investing
activities 221.1
Cash flow used in
financing activities (0.9)
Net cash inflows for the
year 205.5
13. Discontinued operations (held-for-sale financial assets
& liabilities) (continued)
2010 - As at 31 December 2010 other discontinued items included
three properties held by the Property Group which the Directors
intended to sell early in 2011. Subsequent to the year end, the
Property Group sold the three properties, sites at West Hallam,
Batley and Westinghouse Road, for a net consideration of GBP21.5m,
realising a profit of GBP5.9m.
Laxey
Logistics Property
Notes Group Group Total
GBPm GBPm GBPm
Assets classified as held-for-sale
Property, plant and equipment 87.2 12.8 100.0
Investments 0.1 - 0.1
Goodwill 27.0 - 27.0
Acquisition and other intangible
assets 34.0 - 34.0
Retirement benefit asset 23.6 - 23.6
Inventories 2.4 - 2.4
Trade and other receivables 94.4 - 94.4
Prepayments 21.3 - 21.3
Cash and cash equivalents 12 18.9 - 18.9
Total assets 308.9 12.8 321.7
---------------- ------------------ ----------------
Liabilities classified as
held-for-sale
Property finance leases 11 1.1 - 1.1
Interest bearing borrowings 11 38.9 - 38.9
Preference shares 11 0.3 - 0.3
Bank overdrafts 11 0.3 - 0.3
Provisions 10.9 - 10.9
Post employment retirement
benefit liability 2.5 - 2.5
Deferred tax liabilities 6.7 - 6.7
Tax payables 2.1 - 2.1
Trade and other payables 129.2 - 129.2
Total liabilities 192.0 - 192.0
---------------- ------------------ ----------------
The main elements of the cash flow of the discontinued
operations are as follows:
Cash flow from discontinued operations
2010
GBPm
Operating cash flow 13.9
Cash flow from investing activities 41.4
Cash flow used in financing activities (52.2)
Net cash inflows for the year 3.1
---------------
14. Investments
Notes 2011 2010
GBPm GBPm
At 1 January cost net of unrealised
gains/(losses) 2.4 4.7
Additions 5.2 0.4
Disposals (0.8) (3.2)
Revaluation and impairment of investments (2.5) 0.6
Transfers to held-for-sale assets 13 - (0.1)
At 31 December 4.3 2.4
------ ---------
At 1 January
Cost or valuation 3.3 9.2
Accumulated depreciation and impairment (0.9) (4.5)
Net carrying amount 2.4 4.7
------ ------
At 31 December
Cost or valuation 7.2 3.3
Accumulated depreciation and impairment (2.9) (0.9)
Net carrying amount 4.3 2.4
------ ------
Investments mainly include quoted investments listed in Europe,
plus quoted and unquoted investments held in TLIT and an unquoted
investment held by DouglasBay Media Holdings. The addition of
GBP5.2m in the year relates to GBP4.0m of minority investments made
in investments listed in Europe, plus a further investment of
GBP1.2m made by DouglasBay Media Holdings in an unlisted social
media business based in the United States. Disposals in the year,
GBP0.8m (2010 GBP3.2m) relate to the sale of investments held by
TLIT for a consideration of GBP0.8m. Of the impairment of GBP2.5m
(2010: GBP0.6m), GBP1.0m (2010: GBP0.6m) relates to impairment to
the carrying value of investments held by the group as a result of
revaluing the investments based on the closing bid market values or
last traded price where bid prices are not regularly and readily
available, and GBP1.5m (2010: GBP0.0m) relates to the impairment of
the unquoted investment held by DouglasBay Media Holdings.
15. Disposal of subsidiaries
On 29 November 2010, the Company announced it had reached
agreement to dispose of its largest investment, the logistics
business TDG Limited, to France's Norbert Dentressangle. On 28
March 2011, the Company disposed of TDG's holding company, Laxey
Logistics Limited for cash proceeds of GBP203.6m net of transaction
costs. As a result of the commitment at 31 December 2010 of the
Group's management to sell the Laxey Logistics Group, the assets
and liabilities of the group were shown within the consolidated
statement of financial position as held-for-sale and classified as
discontinued operations.
2011 2010
GBPm GBPm
Cash flows from /(used in) discontinued
operations:
Net cash (used in) / from operating
activities (14.7) 13.9
Net cash from investing activities 221.1 41.4
Net cash used in financing activities (0.9) (52.2)
Net cash flows for the year 205.5 3.1
======== =======
Effect of the disposal on the financial
position of the Group:
Property, plant and equipment 93.8
Goodwill 27.0
Acquisition and other intangible
assets 32.8
Retirement benefit asset 22.0
Inventories 2.5
Trade and other receivables 99.4
Current and deferred tax liabilities (10.4)
Trade and other payables (145.3)
Provisions (13.2)
Net assets and liabilities 108.6
--------
Consideration received, satisfied
in cash after deducting costs 203.6
Cash and cash equivalents disposed -
of
Net cash inflow 203.6
========
16. Subsequent events
Since the year end the following events have occurred that
require disclosure
-- Following the disposal of the investment in TDG (the
Company's principal investment) on 28 March 2011, the Company had
one year under the AIM Rules to implement its investing policy and
in the event that the proceeds were not substantially reinvested
the Company would be suspended from trading on AIM. As the Company
had not substantially reinvested its available cash proceeds by
29th March 2012, the shares of the Company were suspended from
trading on AIM with effect from that date. The Company intends to
continue assessing opportunities with the intention of implementing
its investment policy whilst the Ordinary Shares are suspended from
trading on AIM. Whilst the shares are suspended from trading on AIM
off market transactions may be possible. Shareholders should note
that following the suspension, the Ordinary Shares will not be
restored to trading on AIM unless the investment policy is
implemented within six months from date of suspension.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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