TIDMARGO

RNS Number : 9734K

ARGO Group Limited

29 August 2012

Argo Group Limited

("Argo" or the "Company")

Interim Results for the six months ended 30 June 2012

Argo today announces its interim results for the six months ended 30 June 2012.

The Company will today make available its interim report for the six month period ended 30 June 2012 on the Company's website www.argogrouplimited.com.

Key Highlights for the six month period ended 30 June 2012

   -     Revenues US$3.9 million (six months to 30 June 2011: US$6.2 million) 
   -     Operating profit US$0.7 million (six months to 30 June 2011: US$1.0 million) 

- Loss before tax US$15.3 million after a one-off goodwill impairment charge of US$14.9 million (six months to 30 June 2011: profit US$1.2 million)

- Net assets US$26.5 million (31 December 2011: US$43.4 million) after dividend payment of US$1.4 million

Commenting on the results and outlook, Kyriakos Rialas, Chief Executive of Argo said:

"Global markets have once again proved challenging and Argo has continued to meet this challenge head-on through fund restructuring, new fund initiatives and cost-cutting. During the period Argo paid an increased dividend and successfully completed various asset management initiatives at its retail parks in Romania and Ukraine. Emerging markets remain attractive and despite the challenges posed by the global markets for asset gathering we are confident that through its strong balance sheet Argo is well-positioned to weather the current economic downturn and to benefit from the eventual global recovery."

Enquiries

Argo Group Limited

Andreas Rialas

020 7535 4000

Panmure Gordon

Dominic Morley

020 7459 3600

CHAIRMAN'S STATEMENT

The Group and its objective

Argo's primary business is to deliver a diversified approach to investing in emerging markets. Its investment objective is to provide investors with absolute returns in the funds that it manages by investing in, inter alia, fixed income, special situations, local currencies and interest rate strategies, private equity, real estate, quoted equities, high yield corporate debt and distressed debt, although not every fund invests in each of these asset classes.

Argo was listed on the AIM market in November 2008 and has a performance track record dating back to 2000.

Business and operational review

This report sets out the interim results of Argo Group Limited for the half year ended 30 June 2012.

In the period under review markets once again proved challenging with the European sovereign debt crisis continuing to dominate events. The ongoing turmoil in the Eurozone continues to act as a major drag on the performance of the Argo funds which ended the period with Assets under Management ("AUM") at US$302.4 million, 7.0% lower than at the beginning of the period. The Argo funds have yet to regain their high-water mark.

For the six month period ended 30 June 2012 the Group generated revenues of US$3.9 million (six months to 30 June 2011: US$6.2 million) with management fees accounting for US$3.5 million (six months to 30 June 2011: US$4.9 million) reflecting the falling AUM throughout the period. There was no non-recurring income generated in the period.

In line with last year, the Group has continued to keep its cost base under review with total costs falling to US$3.2 million (six months to 30 June 2011: US$5.2 million). Further cost savings and efficiencies have been identified including the closure of the Buenos Aires office, with investments in Latin America continuing to be covered by the Group's investment teams operating out of its London office. The Group's cost base will remain under constant review whilst ensuring efficient deployment of Group resources and safeguarding of the requisite infrastructure.

Since the acquisition of the Argo businesses in 2008 the AUM attributable to the Group's separately identifiable business units have decreased significantly due to the volatility and uncertainty displayed by the global financial markets. As a result, operations have been scaled back and an impairment review of goodwill was undertaken at 30 June 2012. Following the review, the goodwill of US$14.9 million created on the purchase of the Argo businesses has been written off during the period.

Overall, the financial statements show an operating profit for the period of US$0.7 million (six months to 30 June 2011: US$1.0 million) and a loss before tax of US$15.3 million (six months to 30 June 2011: profit US$1.2 million) reflecting the goodwill impairment of US$14.9 million and the unrealised loss on current asset investments of US$1.0 million (six months to 30 June 2011: unrealised gain US$0.2 million).

At 30 June 2012, the Group had net assets of US$26.5 million (31 December 2011: US$43.4 million) and net current assets of US$25.8 million (31 December 2011: US$27.4 million) after paying a dividend of 2.0 cents (1.3 pence) per share on 20 June 2012 (2011: 1.9 cents, 1.2 pence) and a goodwill impairment charge of US$14.9 million.

Net current assets include investments in The Argo Fund ("TAF") and Argo Real Estate Opportunities Fund Limited ("AREOF") at fair values of US$16.8 million (31 December 2011: US$15.5 million) and US$0.7 million (31 December 2011: US$1.0 million) respectively. During the period the Group invested a further US$2 million in TAF.

The Group has provided AREOF with a notice of deferral in relation to amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. These amounts accrued or receivable at 30 June 2012 total US$2,786,003 (EUR2,215,333). AREOF continues to meet part of this obligation to the Argo Group as and when liquidity allows.

The number of employees of the Group at 30 June 2012 increased to 41 (six months to 30 June 2011: 30) predominantly due to the acquisition of the holding companies of the two shopping parks in Romania and the subsequent transfer of their staff to the Argo Group.

Fund performance

Whilst the performance of the Argo funds was disappointing it was near-inevitable given the prolonged period of volatility and uncertainty. The main fund, TAF, was behind by 4.70%, as was the Argo Distressed Credit Fund ("ADCF"), by 3.19%, albeit both funds finished on a positive note in June; by comparison, the main hedge fund indices showed a negative return of 0.36% for the same period.

Managing the Argo funds continues to be a challenge against the back-drop of the ongoing European debt crisis and turbulent markets, particularly as Argo specialises in illiquid funds. Investor confidence has been dented and, understandably, clients are reluctant to invest in illiquid assets at a time of such economic and political uncertainty.

Argo Funds

 
                           30           30 
                           June         June             2011 
                Launch      2012         2011             year                                  Sharpe     Down 
                                                                        Since       Annualised 
Fund              date     6 months     6 months          total        inception   performance    ratio     months     AUM 
--------------  -------  ----------  -----------  -------------  ---------------  ------------  -------  ---------  ------ 
                                  %            %          %                    %      CAGR                           US$m 
                                                                                        % 
--------------  -------  ----------  -----------  -------------  ---------------  ------------  -------  ---------  ------ 
                                                                                                            27 
The Argo                                                                                                     of 
 Fund            Oct-00       -4.70         1.02       0.10               123.49          7.84     0.69     141       82.1 
--------------  -------  ----------  -----------  -------------  ---------------  ------------  -------  ---------  ------ 
Argo                                                                                                        16 
 Distressed                                                                                                  of 
 Credit Fund     Oct-08       -3.19        -0.23    1.18                   20.60          5.33     0.65      45       24.4 
--------------  -------  ----------  -----------  -------------  ---------------  ------------  -------  ---------  ------ 
Argo Special 
 Situations                                                                                                5 of 
 Fund LP         Feb-12       -4.30          N/A       N/A                 -4.30        -10.10    -5.72      5       107.8 
--------------  -------  ----------  -----------  -------------  ---------------  ------------  -------  ---------  ------ 
Argo Real 
 Estate                                                                                                     30 
 Opportunities                                                                                               of 
 Fund            Aug-06       -7.18        36.90     178.23               -30.65        -10.31      N/A     72*      88.1* 
--------------  -------  ----------  -----------  -------------  ---------------  ------------  -------  ---------  ------ 
Total                                                                                                                302.4 
-----------------------  ----------  -----------  -------------  ---------------  ------------  -------  ---------  ------ 
 

* NAV only officially measured twice a year, March and September.

On 1 February 2012, Argo completed a significant fund restructuring exercise to reconfirm its mandate with the investor base of AGSSF Holdings Limited ("AHL") and Argo Capital Partners Fund ("ACPF") and to attract new liquidity. The portfolio assets of AHL and ACPF were transferred into a new fund, Argo Special Situations Fund LP ("SSF"), in exchange for ordinary partnership interests in SSF with the objective of acquiring follow-on investments and maximising the value of the assets. The Fund has been successful in attracting new subscriptions with all investors being invited to subscribe for two-year preference shares targeting a 13.5% annualised return. As part of this restructuring exercise the high-water mark for earning performance fees was reset to zero. SSF is a closed-ended fund with a realisation period of three years subject to extension. SSF finished in negative territory at the period end showing a negative return of 4.3%, largely the result of currency movements.

AREOF continues to operate in a particularly challenging and difficult environment albeit one which appears to be stabilising. The uncertainties surrounding the Eurozone crisis have impacted economic performance and property asset valuations, with pressures from competing centres in several of the regions in which AREOF operates changing the balance of negotiation in favour of the tenant. Whilst tenants continue to seek rent concessions and turnover only rents, the properties are consistently 98-100% let.

Despite the challenging trading environment AREOF successfully completed asset management initiatives at Sibiu Shopping City, Romania and Riviera Shopping City, Odessa both of which continue to maintain their trading dominance in the respective regions. The recently acquired shopping parks, ERA Shopping Park, Oradea and ERA Shopping Park, Iasi, in Romania, are both anchored by prominent international retailers with the former completing development of its 16,000 sqm shopping mall in early spring 2012 and the latter hoping to agree the restructuring of a EUR77m debt facility with a view to commencing the final phase development of its 28,000 sqm shopping mall this year.

AREOF has successfully renegotiated and agreed terms with its existing bankers on several of its loans which will provide development cash flow to complete the final phase of the asset management initiative at Sibiu Shopping City, Romania due to be competed in 2012.

The Fund's adjusted Net Asset Value was US$88.1 million (EUR70.0 million) as at 31 March 2012, compared with US$53.4 million (EUR37.1 million) a year earlier, the increase being attributable to the acquisition of the two Romanian shopping parks, ERA Shopping Park, Oradea and ERA Shopping Park in September 2011. Following the purchase of these assets AREOF has become the largest listed owner and operator of retail parks in the country thus making it more marketable to international investors over the long term. Further information may be found in the published accounts of AREOF on its website at www.argoproperty.com.

During the period the decision was taken to terminate Argo Global Special Situations Fund. The size of the Fund had diminished greatly as a result of redemptions and reached the quantum where administrative costs were too high relative to the Fund's size to continue trading. Fund operations were terminated on 1 June 2012 with investors being given the option to continue their exposure to a distressed credit strategy by switching their investment to ADCF.

Dividends

During the period the Group paid a dividend of 2.0 cents (1.3 pence) per share (2011: 1.9 cents, 1.2 pence). Going forward, the Company intends, subject to its financial performance, to pay a final dividend each year.

Outlook

Conditions in global financial markets are once again characterised by uncertainty amid investor anxiety about the future of the Eurozone. Unless there is a rapid return of investor confidence it is difficult to envisage anything other than another turbulent year ahead. This uncertainty has made attracting new investors to Argo's funds difficult.

Despite this backdrop the Group, with its strong balance sheet, is well positioned to continue to weather the economic and political challenges ahead. The business will continue to look for opportunities and invest in infrastructure where necessary whilst operating as cost-effectively as possible.

As a new initiative Argo is expanding its liquid product offering through a new fund, Argo Local Markets Fund, which will be launched over the coming months with the aim of achieving capital growth through investments in local bonds, interest rates and currency markets within the emerging markets sector.

The Board is confident that with its talented team the Group can continue to meet the ongoing economic challenges and is well placed to benefit from an eventual global recovery and in particular recovery of the emerging markets sector.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2012

 
                                               Six months   Six months 
                                                    ended        ended 
                                                  30 June      30 June 
                                                     2012         2011 
                                        Note      US$'000      US$'000 
 
 Management fees                                    3,543        4,868 
 Other income                                         316        1,355 
=====================================  =====  ===========  =========== 
 Revenue                                            3,859        6,223 
=====================================  =====  ===========  =========== 
 
 Legal and professional expenses                    (178)        (159) 
 Management and incentive                             (7)            - 
  fees payable 
 Operational expenses                               (845)        (831) 
 Employee costs                                   (1,832)      (3,883) 
 Foreign exchange loss                                (2)          (6) 
 Amortisation of intangible 
  assets                                 7          (317)        (341) 
 Depreciation                            8           (14)         (21) 
 Operating profit                                     664          982 
=====================================  =====  ===========  =========== 
 
 Impairment of intangible 
  assets                                 7       (14,945)            - 
 Interest income on cash and 
  cash equivalents                                      8           29 
 Unrealised (loss)/gain on 
  investments                                     (1,014)          159 
=====================================  =====  ===========  =========== 
 (Loss)/profit on ordinary 
  activities before taxation                     (15,287)        1,170 
=====================================  =====  ===========  =========== 
 
 Taxation                                5           (76)        (131) 
=====================================  =====  ===========  =========== 
 (Loss)/profit for the period 
  after taxation attributable 
  to members of the Company              6       (15,363)        1,039 
 
 Other comprehensive income 
 Exchange differences on translation 
  of foreign operations                             (127)          282 
=====================================  =====  ===========  =========== 
 Total comprehensive (loss)/income 
  for the period                                 (15,490)        1,321 
=====================================  =====  ===========  =========== 
 
 
                                     Six months   Six months 
                                          Ended        Ended 
                                        30 June      30 June 
                                           2012         2011 
                                            US$          US$ 
 Earnings per share (basic)      6        -0.23         0.01 
==============================      ===========  =========== 
 Earnings per share (diluted)    6        -0.23         0.01 
==============================      ===========  =========== 
 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2012

 
                                           30 June   At 31 December 
                                              2012             2011 
                                  Note     US$'000          US$'000 
 
 Assets 
 
 Non-current assets 
 Intangible assets                 7           660           15,942 
 Fixtures, fittings and 
  equipment                        8            62               70 
 Loans and advances receivable                  37               38 
===============================  =====  ==========  =============== 
 Total non-current assets                      759           16,050 
===============================  =====  ==========  =============== 
 
 Current assets 
 Investments                       9        17,525           16,539 
 Trade and other receivables       10        3,579            3,314 
 Cash and cash equivalents                   5,009            8,358 
 Loans and advances receivable                 258              240 
===============================  =====  ==========  =============== 
 Total current assets                       26,371           28,451 
===============================  =====  ==========  =============== 
 
 Total assets                               27,130           44,501 
===============================  =====  ==========  =============== 
 
 Equity and liabilities 
 
 Equity 
 Issued share capital              11          674              674 
 Share premium                              30,878           30,878 
 Revenue reserve                           (2,633)           14,123 
 Foreign currency translation 
  reserve                                  (2,377)          (2,250) 
===============================  =====  ==========  =============== 
 Total equity                               26,542           43,425 
===============================  =====  ==========  =============== 
 
 Current liabilities 
 Trade and other payables                      361              913 
 Taxation payable                  5           227              163 
===============================  =====  ==========  =============== 
 Total current liabilities                     588            1,076 
 Total equity and liabilities               27,130           44,501 
===============================  =====  ==========  =============== 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2012

 
                                                                     Foreign 
                              Issued                                currency 
                               share       Share     Revenue     translation 
                             capital     premium     reserve         reserve     Total 
                                2011        2011        2011            2011      2011 
                             US$'000     US$'000     US$'000         US$'000   US$'000 
 
 As at 1 January 
  2011                           737      32,199      13,645         (2,139)    44,442 
 
 Total comprehensive 
  income 
 Profit for the 
  period after taxation            -           -       1,039             282     1,321 
 
 Transactions with 
  owners recorded 
  directly in equity 
 Dividends to equity 
  holders (Note 11)                -           -     (1,418)               -   (1,418) 
 Purchase of own 
  shares (Note 11)              (39)       (793)           -               -     (832) 
 
 As at 30 June 2011              698      31,406      13,266         (1,857)    43,513 
========================  ==========  ==========  ==========  ==============  ======== 
 
 
 
                                                                  Foreign 
                           Issued                                currency 
                            share       Share     Revenue     translation 
                          capital     premium     reserve         reserve      Total 
                             2012        2012        2012            2012       2012 
                          US$'000     US$'000     US$'000         US$'000    US$'000 
 
 As at 1 January 
  2012                        674      30,878      14,123         (2,250)     43,425 
 
 Total comprehensive 
  income 
 Loss for the period 
  after taxation                -           -    (15,363)           (127)   (15,490) 
 
 Transactions with 
  owners recorded 
  directly in equity 
 Dividends to equity 
  holders (Note 11)             -           -     (1,393)               -    (1,393) 
 
 As at 30 June 2012           674      30,878     (2,633)         (2,377)     26,542 
=====================  ==========  ==========  ==========  ==============  ========= 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2012

 
                                          Six months   Six months 
                                               ended        ended 
                                             30 June      30 June 
                                                2012         2011 
                                   Note      US$'000      US$'000 
 
 Net cash inflow from operating 
  activities                        12           151          433 
 
 Cash flows (used in)/from 
  investing activities 
 Interest received on cash 
  and cash equivalents                             8           29 
 Purchase of current asset 
  investments                       9        (2,000)            - 
 Purchase of fixtures, 
  fittings and equipment            8            (8)         (10) 
 
 
 Net cash (used in)/from 
  investing activities                       (2,000)           19 
================================  =====  ===========  =========== 
 
 Cash flows used in financing 
  activities 
 Repurchase of own shares           11             -        (832) 
 Dividends paid                     11       (1,393)      (1,418) 
 
 Net cash used in financing 
  activities                                 (1,393)      (2,250) 
================================  =====  ===========  =========== 
 
 Net decrease in cash and 
  cash equivalents                           (3,242)      (1,798) 
 
 Cash and cash equivalents 
  at 1 January 2012 and 
  1 January 2011                               8,358       11,907 
 
 Foreign exchange (loss)/gain 
  on cash and cash equivalents                 (107)          141 
 
 Cash and cash equivalents 
  as at 30 June 2012 and 
  30 June 2011                                 5,009       10,250 
================================  =====  ===========  =========== 
 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2012

   1.       CORPORATE INFORMATION 

The Company is domiciled in the Isle of Man under the Companies Act 2006. Its registered office is at 33-37 Athol Street, Douglas, Isle of Man, IM1 1LB. The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

The consolidated financial statements of the Group as at and for the year ended 31 December 2011 are available upon request from the Company's registered office or at www.argogrouplimited.com.

The principal activity of the Company is that of a holding company and the principal activity of the wider Group is that of an investment management business. The functional and presentational currency of the Group undertakings is US dollars. The Group has 41 employees.

Wholly owned subsidiaries Country of incorporation

 
 Argo Capital Management (Cyprus)    Cyprus 
  Limited 
 Argo Capital Management Limited     United Kingdom 
 Argo Capital Management Property    Cayman Islands 
  Limited 
 Argo Capital Management (Asia)      Singapore 
  Pte. Ltd. 
 Argo Property Management Srl        Romania 
  (formerly North Asset Management 
  Srl) 
 North Asset Management Sarl         Luxembourg 
 Argo Investor Services AG           Switzerland 
 
   2.       BASIS OF PREPARATION 

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2011.

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2011.

These condensed consolidated interim financial statements were approved by the Board of Directors on 28 August 2012.

   3.      SEGMENTAL ANALYSIS 

The Group operates as a single asset management business.

The operating results of the companies set out in note 1 above are regularly reviewed by the directors of the Group for the purposes of making decisions about resources to be allocated to each company and to assess performance. The following summary analyses revenues, profit or loss, assets and liabilities:

 
 
                                            Argo                          Argo                 Six 
                                         Capital           Argo        Capital              months 
                              Argo    Management        Capital     Management               ended 
                             Group      (Cyprus)     Management       Property                  30 
                               Ltd           Ltd            Ltd            Ltd     Other      June 
                              2012          2012           2012           2012      2012      2012 
                           US$'000       US$'000        US$'000        US$'000   US$'000   US$'000 
 
 Revenues from 
  external customers             -         2,245              -          1,614         -     3,859 
 Intersegment 
  revenues                   2,200             -          1,093              -       184     3,477 
 
 Reportable 
  segment profit/(loss)        968       (1,443)          (510)            581        18     (386) 
 Intersegment 
  profit/(loss)              2,200       (3,297)            909              -       184       (4) 
 Profit/(loss) 
  excluding inter- 
  segment transactions     (1,232)         1,854        (1,419)            581     (166)     (382) 
 
 Reportable 
  segment assets            48,999           830          2,352          4,442       430    57,053 
 Reportable 
  segment liabilities           67           396            255            153        26       897 
========================  ========  ============  =============  =============  ========  ======== 
 
 
 Revenues, profit or loss, assets and            Six months 
  liabilities may be reconciled as follows: 
                                                      ended 
                                                    30 June 
                                                       2012 
                                                    US$'000 
 Revenues 
 Total revenues for reportable segments               7,336 
 Elimination of intersegment revenues               (3,477) 
==============================================  =========== 
 Group revenues                                       3,859 
==============================================  =========== 
 
 Profit or loss 
 Total loss for reportable segments                   (386) 
 Elimination of intersegment losses                       4 
 Other unallocated amounts                         (14,905) 
==============================================  =========== 
 Loss on ordinary activities before taxation       (15,287) 
==============================================  =========== 
 
 Assets 
 Total assets for reportable segments                57,053 
 Elimination of intersegment receivables              (325) 
 Elimination of Company's cost of investments      (29,598) 
==============================================  =========== 
 Group assets                                        27,130 
==============================================  =========== 
 
 Liabilities 
 Total liabilities for reportable segments              897 
 Elimination of intersegment payables                 (309) 
==============================================  =========== 
 Group liabilities                                      588 
==============================================  =========== 
 
 
 
                                            Argo                          Argo                 Six 
                                         Capital           Argo        Capital              months 
                              Argo    Management        Capital     Management               ended 
                             Group      (Cyprus)     Management       Property                  30 
                               Ltd           Ltd            Ltd            Ltd     Other      June 
                              2011          2011           2011           2011      2011      2011 
                           US$'000       US$'000        US$'000        US$'000   US$'000   US$'000 
 
 Revenues from 
  external customers             -         3,465          1,131          1,627         -     6,223 
 Intersegment 
  revenues                   4,000             -          1,575              -       266     5,841 
 
 Reportable 
  segment profit/(loss)      3,977       (2,684)          (454)            144        62     1,045 
 Intersegment 
  profit/(loss)              4,000       (5,578)          1,308              -       266       (4) 
 Profit/(loss) 
  excluding inter- 
  segment transactions        (23)         2,894        (1,762)            144     (204)     1,049 
 
 Reportable 
  segment assets            49,141         2,524          4,378          3,679       732    60,454 
 Reportable 
  segment liabilities           47           742            923            499        87     2,298 
========================  ========  ============  =============  =============  ========  ======== 
 
 
 Revenues, profit or loss, assets and liabilities    Six months 
  may be reconciled as follows: 
                                                          ended 
                                                        30 June 
                                                           2011 
                                                        US$'000 
 Revenues 
 Total revenues for reportable segments                  12,064 
 Elimination of intersegment revenues                   (5,841) 
==================================================  =========== 
 Group revenues                                           6,223 
==================================================  =========== 
 
 Profit or loss 
 Total profit for reportable segments                     1,045 
 Elimination of intersegment losses                           4 
 Other unallocated amounts                                  121 
==================================================  =========== 
 Profit on ordinary activities before taxation            1,170 
==================================================  =========== 
 
 Assets 
 Total assets for reportable segments                    60,454 
 Elimination of intersegment receivables                  (441) 
 Elimination of Company's cost of investments          (14,653) 
==================================================  =========== 
 Group assets                                            45,360 
==================================================  =========== 
 
 Liabilities 
 Total liabilities for reportable segments                2,298 
 Elimination of intersegment payables                     (451) 
==================================================  =========== 
 Group liabilities                                        1,847 
==================================================  =========== 
 
   4.   SHARE-BASED INCENTIVE PLANS 

On 14 March 2011 the Group granted options over 5,900,000 shares to directors and employees under The Argo Group Limited Employee Stock Option Plan. All options are exercisable in four equal tranches over a period of four years at an exercise price of 24p per share.

The fair value of the options granted was measured at the grant date using a Black-Scholes model that takes into account the effect of certain financial assumptions, including the option exercise price, current share price and volatility, dividend yield and the risk-free interest rate. The fair value of the options granted is spread over the vesting period of the scheme and the value is adjusted to reflect the actual number of shares that are expected to vest.

The principal assumptions for valuing the options are:

 
 Exercise price (pence)     24.0 
 Weighted average share 
  price at grant date 
  (pence)                   12.0 
 Weighted average option 
  life (years)              10.0 
 Expected volatility 
  (% p.a.)                  2.11 
 Dividend yield (% p.a.)    10.0 
 Risk-free interest rate 
  (% p.a.)                  5.0 
 

The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The total charge to employee costs in respect of this incentive plan is nil.

The number and weighted average exercise price of the share options during the period is as follows:

 
                                     Weighted        No. of share 
                                  average exercise      options 
                                       price 
 Outstanding at beginning of 
  period                               24.0p          5,465,000 
 Granted during the period               -                - 
 Forfeited during the period           24.0p            (50,000) 
==============================  ==================  ============= 
 Outstanding at end of period          24.0p          5,415,000 
==============================  ==================  ============= 
 Exercisable at end of period          24.0p          1,353,750 
==============================  ==================  ============= 
 

The options outstanding at 30 June 2012 have an exercise price of 24p and a weighted average contractual life of 10 years. They expire after 10 years. Outstanding share options are contingent upon the option holder remaining an employee of the Group.

The weighted average fair value of the options outstanding at the period end was nil.

   5.      TAXATION 

Taxation rates applicable to the parent company and the Cypriot, UK, Singaporean, Luxembourg, Swiss, Cayman and Romanian subsidiaries range from 0% to 25% (2011: 0% to 27%).

 
    Income Statement               Six months   Six months 
                                        ended        ended 
                                      30 June      30 June 
                                         2012         2011 
                                      US$'000      US$'000 
 
 Taxation charge for the period 
  on Group companies                       76          131 
================================  ===========  =========== 
 

The charge for the period can be reconciled to the profit per the Condensed Consolidated Statement of Comprehensive Income as follows:

 
                                     Six months   Six months 
                                          ended        ended 
                                        30 June      30 June 
                                           2012         2011 
                                        US$'000      US$'000 
 
 (Loss)/profit before tax              (15,287)        1,170 
==================================  ===========  =========== 
 
 Applicable Isle of Man tax                   -            - 
  rate for Argo Group Limited 
  of 0% 
 Timing differences                         (5) 
 Non-deductible expenses                      8 
 Non-taxable income                         (1) 
 Other adjustments                          (2)            - 
 Tax effect of different tax 
  rates of subsidiaries operating 
  in other jurisdictions                     76          131 
==================================  ===========  =========== 
 Tax charge                                  76          131 
==================================  ===========  =========== 
 
 
 Balance Sheet 
                            30 June   31 December 
                               2012          2011 
                            US$'000       US$'000 
 
 Corporation tax payable        227           163 
=========================  ========  ============ 
 
   6.      EARNINGS PER SHARE 

Earnings per share is calculated by dividing the net profit for the period by the weighted average number of shares outstanding during the period.

 
                                          Six months     Six months 
                                               ended          ended 
                                             30 June        30 June 
                                                2012           2011 
                                             US$'000        US$'000 
 
 Net (loss)/profit for the 
  period after taxation attributable 
  to members                                (15,363)          1,039 
=====================================  =============  ============= 
 
                                              No. of         No. of 
                                              shares         shares 
 
 Weighted average number of 
  ordinary shares for basic 
  earnings per share                      67,428,494     72,253,494 
 Effect of dilution (Note 4)               5,415,000      5,900,000 
=====================================  =============  ============= 
 Weighted average number of 
  ordinary shares for diluted 
  earnings per share                      72,843,494     78,153,494 
=====================================  =============  ============= 
 
 
                                 Six months   Six months 
                                      ended        ended 
                                    30 June      30 June 
                                       2012         2011 
                                        US$          US$ 
 
 Earnings per share (basic)           -0.23         0.01 
 Earnings per share (diluted)         -0.23         0.01 
==============================  ===========  =========== 
 
   7.      INTANGIBLE ASSETS 
 
                                             Fund management 
                                                   contracts 
                                                     US$'000 
 Cost 
 At 1 January 2011                                    18,554 
 Foreign exchange movement                                86 
==========================================  ================ 
 At 31 December 2011                                  18,640 
 Foreign exchange movement                                42 
==========================================  ================ 
 At 30 June 2012                                      18,682 
==========================================  ================ 
 
 Amortisation and impairment 
 At 1 January 2011                                     1,939 
 Amortisation of Argo business intangible 
  assets                                                 683 
 Foreign exchange movement                                76 
==========================================  ================ 
 At 31 December 2011                                   2,698 
 Impairment charge                                    14,945 
 Amortisation of Argo business intangible 
  assets                                                 317 
 Foreign exchange movement                                62 
==========================================  ================ 
 At 30 June 2012                                      18,022 
==========================================  ================ 
 
 Net book value 
 At 31 December 2011                                  15,942 
==========================================  ================ 
 At 30 June 2012                                         660 
==========================================  ================ 
 

The Group tests intangible assets annually for impairment, or more frequently if there are indications that the intangible assets may be impaired. The recoverable amounts of the intangible assets that have been reviewed for impairment are separately identifiable business units within the Group. The value in use approach has been used as the businesses were not considered saleable in their current form due to certain factors, the main being reliance on certain key individuals.

Since the acquisition of the Argo businesses in 2008 the assets under management attributable to the Group's separately identifiable business units have decreased significantly due to the volatility and uncertainty displayed by the global financial markets. As a result, operations have been scaled back and an impairment review of goodwill was undertaken at 30 June 2012. Following the review, the goodwill of US$14.9 million created on the purchase of the Argo businesses has been written off during the period. At the balance sheet date the carrying value of goodwill is US$nil (31 December 2011: US$14.9 million).

At the balance sheet date the carrying value of the Argo Real Estate Opportunities Fund Limited management contract is US$0.7 million (31 December 2011: US$1.0 million), net of amortisation. The intangible asset is being amortised over 5 years and 44 days, being the remaining period of the contract from the date of acquisition. The Group has successfully renegotiated the extension of this management contract by five years from the current termination date of 31 July 2013 to 31 July 2018.

   8.      FIXTURES, FITTINGS AND EQUIPMENT 
 
                                      Fixtures, 
                                       fittings 
                                    & equipment 
                                        US$'000 
 Cost 
 At 1 January 2011                          295 
 Additions                                   64 
 Foreign exchange movement                  (2) 
================================  ============= 
 At 31 December 2011                        357 
 Additions                                    8 
 Disposal                                  (13) 
 Foreign exchange movement                    - 
================================  ============= 
 At 30 June 2012                            352 
================================  ============= 
 
 Accumulated Depreciation 
 At 1 January 2011                          254 
 Depreciation charge for period              35 
 Foreign exchange movement                  (2) 
================================  ============= 
 At 31 December 2011                        287 
 Depreciation charge for period              14 
 Disposal                                  (12) 
 Foreign exchange movement                    1 
================================  ============= 
 At 30 June 2012                            290 
================================  ============= 
 
 Net book value 
 At 31 December 2011                         70 
================================  ============= 
 At 30 June 2012                             62 
================================  ============= 
 
   9.      INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS 
 
                                           30 June        30 June 
                                              2012           2012 
 Holding   Investment in management     Total cost     Fair value 
            shares 
                                           US$'000        US$'000 
 
   10      The Argo Fund Ltd                     0              0 
           Argo Capital Investors 
   10       Fund SPC                             0              0 
           Argo Capital Partners 
   10       Fund Ltd                             0              0 
           Argo Distressed Credit 
   100      Fund Ltd                             0              0 
   100     AGSSF Holdings Ltd                    0              0 
           Argo Special Situations 
    1       Fund LP                              0              0 
========  =========================  =============  ============= 
                                                 0              0 
========  =========================  =============  ============= 
 
 
  Holding     Investment in ordinary     Total cost     Fair value 
               shares 
                                            US$'000        US$'000 
 
   75,165     The Argo Fund Ltd              16,343         16,799 
              Argo Real Estate 
               Opportunities Fund 
 10,899,021    Ltd                              988            726 
===========  =======================  =============  ============= 
                                             17,331         17,525 
===========  =======================  =============  ============= 
 
 
                                        31 December     31 December 
                                               2011            2011 
 Holding   Investment in management      Total cost      Fair value 
            shares 
                                            US$'000         US$'000 
 
   10      The Argo Fund Ltd                      0               0 
           Argo Capital Investors 
   10       Fund SPC                              0               0 
           Argo Capital Partners 
   10       Fund Ltd                              0               0 
           Argo Distressed Credit 
   100      Fund Ltd                              0               0 
   100     AGSSF Holdings Ltd                     0               0 
========  =========================  ==============  ============== 
                                                  0               0 
========  =========================  ==============  ============== 
 
 
  Holding     Investment in ordinary     Total cost     Fair value 
               shares 
                                            US$'000        US$'000 
 
   66,435     The Argo Fund Ltd              14,343         15,579 
              Argo Real Estate 
               Opportunities Fund 
 10,899,021    Ltd                              988            960 
===========  =======================  =============  ============= 
                                             15,331         16,539 
===========  =======================  =============  ============= 
 
   10.     TRADE AND OTHER RECEIVABLES 

During the year ended 31 December 2011 the Group provided Argo Real Estate Opportunities Fund Limited ("AREOF") (to whom it provides investment management services) with a notice of deferral in relation to the amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. These amounts accrued or receivable at 30 June 2012 total US$2,786,003 (EUR2,215,333) (31 December 2011: US$2,480,165, EUR1,915,333). AREOF continues to meet part of this obligation to the Argo Group as and when liquidity allows.

In the audited financial statements of AREOF at 30 September 2011 and the interim report of AREOF at 31 March 2012, a material uncertainty surrounding the refinancing of bank debts was referred to in relation to the basis of preparation of the financial statements. In the view of the directors of AREOF, discussions with the banks are continuing satisfactorily and they have therefore concluded that it is appropriate to prepare those financial statements on a going concern basis.

   11.     SHARE CAPITAL 

The Company's authorised share capital is unlimited with a nominal value of US$0.01.

 
                          30 June     30 June    31 December   31 December 
                             2012        2012           2011          2011 
                              No.     US$'000            No.       US$'000 
 Issued and fully 
  paid 
 Ordinary shares 
  of US$0.01 each      67,428,494         674     67,428,494           674 
==================  =============  ==========  =============  ============ 
                       67,428,494         674     67,428,494           674 
==================  =============  ==========  =============  ============ 
 

The directors recommended a final dividend of 2.0 cents (1.3 pence) per share for the year ended 31 December 2011 (31 December 2010: 1.9 cents, 1.2 pence). The final dividend for the year ended 31 December 2011 of US$1,392,885 (GBP876,570) (31 December 2010: US$1,418,257, GBP 873,042) was paid on 20 June 2012 to ordinary shareholders who were on the Register of Members on 25 May 2012. Going forward, the Company intends, subject to its financial performance, to pay a final dividend each year.

During the six month period ended 30 June 2011 the directors authorised the repurchase of 3,910,000 shares at an average purchase price of 13.2p. No shares were repurchased during the current period.

   12.     RECONCILIATION OF NET CASH INFLOW FROM OPERATING ACTIVITIES TO 

(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

 
                                      Six months     Six months 
                                           ended          ended 
                                         30 June        30 June 
                                            2011           2011 
                                         US$'000        US$'000 
 
 (Loss)/profit on ordinary 
  activities before taxation            (15,287)          1,170 
 
 Interest income                             (8)           (29) 
 Impairment charge                        14,945              - 
 Amortisation of intangible 
  assets                                     317            341 
 Depreciation                                 14             21 
 Unrealised (loss)/gain on 
  investments                              1,014          (159) 
 Net foreign exchange loss                     2              6 
 (Decrease)/increase in payables           (552)            469 
 Increase in receivables                   (282)        (1,379) 
 Income taxes paid                          (12)            (7) 
=================================  =============  ============= 
 Net cash inflow from operating 
  activities                                 151            433 
=================================  =============  ============= 
 
   13.     RELATED PARTY TRANSACTIONS 

All Group revenues derive from funds or entities in which two of the Company's directors, Andreas Rialas and Kyriakos Rialas, have an influence through directorships and the provision of investment advisory services.

At the balance sheet date the Company holds investments in The Argo Fund Limited and Argo Real Estate Opportunities Fund Limited ("AREOF"). These investments are reflected in the accounts at a fair value of US$16,798,536 (31 December 2011: US$15,578,970 million) and US$726,450 (31 December 2011: US$959,694 million)respectively.

During the period the Group provided AREOF (to whom it provides investment management services) with a notice of deferral in relation to the amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. These amounts accrued or receivable at 30 June 2012 total US$2,786,003 (EUR2,215,333) (31 December 2011: US$2,480,165, EUR1,915,333). AREOF continues to meet part of this obligation to the Argo Group as and when liquidity allows.

In the audited financial statements of AREOF at 30 September 2011 and the interim report of AREOF at 31 March 2012, a material uncertainty surrounding the refinancing of bank debts was referred to in relation to the basis of preparation of the financial statements. In the view of the directors of AREOF, discussions with the banks are continuing satisfactorily and they have therefore concluded that it is appropriate to prepare those financial statements on a going concern basis.

Michael Kloter, the non-executive chairman, is also partner in a legal firm which supplies services to the Group. This firm charged US$1,530 (six months ended 30 June 2011: US$11,426) for services rendered to the Group in the period.

David Fisher, a non-executive director of the Company, is also a non-executive director of AREOF.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR GRGDIRSDBGDC

Argo (LSE:ARGO)
過去 株価チャート
から 6 2024 まで 7 2024 Argoのチャートをもっと見るにはこちらをクリック
Argo (LSE:ARGO)
過去 株価チャート
から 7 2023 まで 7 2024 Argoのチャートをもっと見るにはこちらをクリック