RNS Number:5830Y
Griffin Group PLC
18 June 2007
Griffin Group plc
("Griffin" or the "Company")
Interim Statement
for the Six Months ended 31st March 2007
(the "Period")
Highlights:
*Turnover #2,472,603 (2006: #4,762,965)
*Profit before tax #114,709 (2006: #453,890)
*Earnings per share of 0.18p (2006: 0.76p)
*Net assets per share of 5.96p (2006: 5.43p)
*Cash balance of #521,536 after reducing debt financing by #450,000 in the
period (2006: #997,070)
*Elimination of #450,000 debt reducing gearing to nil
Of these results Chairman Stephen Dean commented:
"Despite an increase in our underlying investments, the results for the first
six months are disappointing. However, I would like to emphasise that these
results do not reflect the hard work put in by your Company but reflect delays
in completing deals, raising new equity finance and problems surrounding two of
the investment targets -The Health Group Limited (for Pearl Street Holdings) and
Parkgreen Communication Limited (for Firenze Ventures), which were outside our
control. We have proactively concentrated on resolving these deals in the short
term and expect to be able to report more positive news at the year end stage"
GRIFFIN GROUP PLC
Chairman's Statement
I am pleased to make this interim results announcement on behalf of our Company.
During the Period we are delighted to have introduced Mediterranean Moorings plc
on PLUS Markets and this company has already made its first acquisition of "off
plan" moorings at the new marina development at Genoa, Italy. We are also
pleased to announce the successful reverse merger of Dovedale with Property Mart
Overseas Ltd ('PMOL'), albeit after the period end under review.
In addition to the above, we have a number of deals at various stages for both
newly listed companies or reverse deals for existing companies in our portfolio.
We are striving to achieve further deal completions before the year end so that
these efforts are reflected in the full year's results.
The Company's fee income for the six months ended 31st March 2007 reduced from
#4,762,965 to #2,472,603 compared to the same period to 31st March 2006. Profits
before tax reduced from #453,890 to #114,709 and earnings per share reduced from
0.76p to 0.18p.
As at 31st March 2007, the Company had cash balances of #521,536 (2006:
#997,070). However, during the period the Company's debts were reduced by
#450,000 to #nil. Accordingly, we currently have no gearing or debt on our
balance sheet.
Our principal balance sheet assets are our investments in various listed
companies totalling #2,348,311 (2006: #489,728). Our primary objective is to
resolve the issues surrounding the principal investments in these listed
companies, to enable us to liquidate our investment positions and return cash
back into the Griffin balance sheet. The year end results will depend on our
success of securing a suitable deal in Pearl Street Holdings.
Firenze Ventures plc ('Firenze')
This company was admitted to PLUS Markets (then known as Ofex) in late 2005 and
on 2 December 2005, Firenze took a 35% stake in Parkgreen Communications Limited
('Parkgreen'). Progress on taking this investment to a full reverse has been
very slow, mainly due to Parkgreen making a substantial investment into a
magazine publishing business with 100% loan finance, subsequent to our
investment. The magazine publishing business has since gone into receivership
and this investment and other related costs have been written off in the
accounts of Parkgreen to 31 January 2007. To ensure that similar problems are
prevented going forward, Firenze has since increased its stake in Parkgreen to
49% and now has board representation. We are pleased to advise that current
trading performance at Parkgreen is satisfactory and with the "one off"
substantial write-offs now cleared out, we hope to be able to report further
progress on this company in our preliminary year end results announcement.
Pearl Street Holdings plc ('Pearl Street')
Throughout the calendar year 2006, we had been actively working towards securing
the reverse take-over of The Health Group Limited. Griffin had advanced
substantial loans to Pearl Street to provide funding for this deal, which we
believed at the time to be in the best interests of a growing and promising
company which provided corporate health insurance packages to a number of blue
chip brands. Regrettably, during the latter part of 2006 it became necessary for
Pearl Street to terminate the employment of the two key directors of The Health
Group Limited for gross misconduct. On 4 January 2007 the trading subsidiaries
of The Health Group Limited appointed an administrator and The Health Group
Limited was subsequently put into liquidation. On 15 February 2007, the
shareholders of Pearl Street approved the recapitalisation of their company and
we are now actively seeking a deal to provide value to shareholders for their
investment in this company. Following the recapitalisation, Griffin owns in
excess of 161 million shares in Pearl Street, representing 63.8% of the issued
share capital. The financial results for the year ended 30 September 2007 for
Griffin will be materially dependent on how successful we are at securing a deal
for Pearl Street that will provide value to this investment.
You will appreciate the amount of time and effort taken up by the above two
companies, which have not contributed to the results for this interim period.
As stated above, subsequent to 31 March 2007, we have completed the reverse
acquisition of PMOL by Dovedale Ventures plc ("Dovedale"). On 1 December 2006,
Dovedale acquired 35% of the issued share capital of PMOL. On 23 May 2007,
Dovedale succeeded in securing placings for new equity required and issued a
circular to its shareholders calling an Extraordinary General Meeting on 15 June
2007 to formally approve the reverse take-over. The new fund raising was for
#1.6 million and at the current mid-market share price of 3p per share, this
company will have a market capitalisation of around #11.3 million, a substantial
uplift from our initial investment. On completion, Griffin Corporate Finance
Limited became entitled to a fee of #100,000 before VAT, Griffin Two Limited a
fee of #10,000 before VAT, and Griffin's involvement with Dovedale was
completed. Following completion, Griffin now holds 26,750,000 shares (7.08%) at
a cost of #350,483.
Your Board continues to seek strategic acquisitions and investments for Griffin
with the objective of delivering enhanced shareholder value. Finally, I would
like to take this opportunity on behalf of the Board to thank our staff and the
Company's advisors for their loyalty and continued support.
Stephen Dean
Chairman
GRIFFIN GROUP PLC
Group Profit And Loss Account
Six months to Six months to 12 months to
31st March 31st March 30th September
2007 2006 2006
(Unaudited) (Unaudited) (Audited)
# # #
TURNOVER
Continuing operations 2,472,603 4,762,965 8,834,618
COST OF SALES (1,401,009) (2,049,282) (4,177,596)
________ ________ ________
GROSS PROFIT 1,071,594 2,713,683 4,657,022
Administrative expenses (967,295) (2,286,357) (4,258,209)
________ ________ ________
OPERATING PROFIT 104,299 427,326 398,813
Interest receivable & similar
income 10,674 48,299 257,744
Interest payable & similar
charges (264) (21,735) (42,625)
________ ________ ________
PROFIT ON ORDINARY
ACTIVITIES BEFORE TAXATION 114,709 453,890 613,932
TAXATION (note 2) (34,411) (145,409) (157,407)
________ ________ ________
RETAINED PROFIT FOR THE PERIOD 80,298 308,481 456,525
________ ________ ________
========== ========== ==========
Basic earnings per share (note
3) 0.18p 0.76p 1.08p
Diluted earnings per share
(note 3) 0.18p 0.75p 1.08p
GRIFFIN GROUP PLC
Group Balance Sheet
At 31st March At 31st March At 30th
September
2007 2006 2006
(Unaudited) (Unaudited) (Audited)
# # #
TANGIBLE FIXED ASSETS 2,930 - -
CURRENT ASSETS
Investments 2,348,311 489,728 1,074,159
Debtors 1,243,054 3,551,255 2,780,635
Cash at bank & in hand 521,536 997,070 1,284,584
________ ________ ________
4,112,901 5,038,053 5,139,378
CREDITORS: Amounts falling due
within one year
Convertible loan notes - - (450,000)
Other creditors (1,515,099) (2,165,663) (2,168,944)
________ ________ ________
NET CURRENT ASSETS 2,597,802 2,872,390 2,520,434
________ ________ ________
TOTAL ASSETS LESS CURRENT
LIABILITIES 2,600,732 2,872,390 2,520,434
CREDITORS: Amounts falling due after
more than one year
Convertible loan notes - (500,000) -
________ ________ ________
NET ASSETS 2,600,732 2,372,390 2,520,434
________ ________ ________
========== ========== ==========
CAPITAL & RESERVES
Called up share capital -
equity 2,183,831 2,183,831 2,183,831
Share premium account 527,349 527,349 527,349
Profit & loss account (110,448) (338,790) (190,746)
________ ________ ________
EQUITY SHAREHOLDERS' FUNDS 2,600,732 2,372,390 2,520,434
________ ________ ________
========== ========== ==========
NET ASSETS PER ORDINARY
SHARE 5.96p 5.43p 4.71p
GRIFFIN GROUP PLC
Group Cash Flow Statement
Six months to Six months to 12 months to
31st March 31st March 30th September
2007 2006 2006
(Unaudited) (Unaudited) (Audited)
# # #
NET CASH (OUTFLOW)/INFLOW
FROM OPERATING ACTIVITIES (319,358) 18,896 567,743
RETURNS ON INVESTMENTS & SERVICING
OF FINANCE
Interest received 10,674 48,299 257,744
Interest paid (264) (21,735) (42,625)
________ ________ ________
NET CASH INFLOW FROM RETURNS ON
INVESTMENTS & SERVICING OF
FINANCE 10,410 26,564 215,119
TAXATION
UK Corporation Tax paid - - (407,269)
CAPITAL EXPENDITURE & FINANCIAL
INVESTMENT
Purchase of tangible fixed
assets (4,100) - -
________ ________ ________
NET CASH OUTFLOW FROM CAPITAL (4,100) - -
EXPENDITURE & FINANCIAL INVESTMENT
ACQUISITIONS AND DISPOSALS
Net cash disposed of with
subsidiary - (100,103) (100,103)
Sale of subsidiary undertaking - 422,262 429,643
________ ________ ________
NET CASH INFLOW FROM
ACQUISITIONS AND DISPOSALS - 322,159 329,540
EQUITY DIVIDENDS PAID - - -
________ ________ ________
NET CASH (OUTFLOW)/INFLOW
BEFORE FINANCING (313,048) 367,619 705,133
FINANCING
Issue of ordinary share capital - 150,000 -
Debt financing repaid (450,000) (425,000) (325,000)
________ ________ ________
NET CASH OUTFLOW FROM FINANCING (450,000) (275,000) (325,000)
________ ________ ________
(DECREASE)/INCREASE IN CASH (763,048) 92,619 380,133
________ ________ ________
========== ========== ==========
GRIFFIN GROUP PLC
Notes to the Statement of Cash Flows
A) RECONCILIATION OF OPERATING PROFIT TO
NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES
Six months to Six months to 12 months to
31st March 31st March 30th September
2007 2006 2006
(Unaudited) (Unaudited) (Audited)
# # #
Operating profit 104,299 427,326 398,813
Depreciation 1,170 - -
Profit on disposal of
subsidiary - - (997)
Provision against
investments 14,244 43,800 104,598
(Increase)/Decrease in
investments (1,288,396) 389,481 (255,748)
Decrease/(Increase) in
debtors 1,537,581 (373,930) 396,690
Decrease in creditors (688,256) (467,781) (75,613)
________ ________ ________
NET CASH (OUTFLOW)/INFLOW
FROM OPERATING ACTIVITIES (319,358) 18,896 567,743
________ ________ ________
========== ========== ==========
(B) RECONCILIATION OF NET CASH
FLOW TO MOVEMENT IN NET FUNDS
Six months to Six months to 12 months to
31st March 31st March 30th September
2007 2006 2006
(Unaudited) (Unaudited) (Audited)
# # #
(Decrease)/Increase in
cash in period (763,048) 92,619 380,133
Debt finance repaid 450,000 425,000 325,000
Conversion of loan notes - - 150,000
________ ________ ________
Movement in net funds in
the period (313,048) 517,619 855,133
Opening net funds 834,584 (20,549) (20,549)
________ ________ ________
Closing net funds 521,536 497,070 834,584
________ ________ ________
========== ========== ==========
(C) ANALYSIS OF NET CASH AND DEBT
At 31st March At 31st March At 30th
September
2007 2006 2006
(Unaudited) (Unaudited) (Audited)
# # #
Net Cash
Cash at bank 521,536 997,070 1,284,584
Other debt - (500,000) (450,000)
________ ________ ________
Net Funds 521,536 497,070 834,584
________ ________ ________
========== ========== ==========
GRIFFIN GROUP PLC
Notes to the Interim Statement
1. The interim financial information has been
prepared on the basis of the accounting policies set out in the Group's
statutory accounts to 30th September 2006. The interim figures have not been
audited. The interim financial statement does not constitute statutory accounts
within the meaning of Section 240 of the Companies Act 1985 (the "Act").
Comparative financial information for the 12 months ended 30th September 2006
has been extracted from the statutory accounts for the period which have been
delivered to the Registrar of Companies and upon which the auditors gave an
unqualified report, with no statement under Section 237(2) or (3) of the Act.
2. Taxation charges have been estimated for the
six months, based on a 30% Corporation tax rate in the UK.
3. The calculation of earnings per share is based
on the profit on ordinary activities after taxation and 43,676,629 (31st March
2006: 40,677,943; 30th September 2006: 42,324,981) ordinary shares being the
weighted average number of shares in issue during the half year.
The calculation of fully diluted earnings per share is based on the profit on
ordinary activities after taxation and 43,676,629 (31st March 2006: 41,130,699;
30th September 2006: 42,324,981) ordinary shares being the weighted average
number of shares in issue during the half year, after allowing for dilution by
share options, warrants and convertible loan notes.
4. On 27th April 2007, the issued share capital of the company, consisting of
43,676,629 Ordinary Shares of 5 pence each, was subdivided so that each of the
43,676,629 Ordinary Shares now has a par value of 0.1 pence. In all other
respects, the Ordinary Shares retain the same rights as previously. The Board
took this decision in order to facilitate further fund raising when suitable
opportunities are presented.
5. The Directors have not declared an interim dividend.
6. The interim statement was approved by the Board of Directors on 18 June 2007.
Copies of this statement will be available free of charge from the Company's
Registered Office at Hilden Park House, 79 Tonbridge Road, Hildenborough, Kent
TN11 9BH.
GRIFFIN GROUP PLC
Registered office: Hilden Park House, 79 Tonbridge Road, Hildenborough, Kent
TN11 9BH.
Registered No. 03861966
Contacts:
Company
Stephen Dean 00 34 605282211
Vince Nicholls 01732 836 180
Nominated Adviser
David Nabarro 020 7710 7400
Investor Relations
Melissa Gilmour 01732 836 180
This information is provided by RNS
The company news service from the London Stock Exchange
END
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