TIDMLGN
RNS Number : 0599B
Lagan Capital PLC
11 February 2011
11 February 2011
LAGAN CAPITAL PLC
("Lagan Capital" or the "Company")
Final Results for the year ended 30 June 2010
Chairman's review
Introduction
The year to 30 June 2010 saw the Company make two new
investments, being Evolving Outsourcing Limited ("Evolving") and
Ocuco Holdings Limited ("Ocuco").
Lagan has invested EUR20,000 for 20 per cent of the issued share
capital of Evolving with a further GBP500,000 being made available
by way of three year loan notes with a 10 per cent coupon. Lagan
has subscribed for GBP209,000 of these three year loan notes with a
further GBP291,000 being potentially available for subscription if
Lagan so chooses. Early indications are that Evolving is
progressing well, and that the next year will be key to its
development.
Ocuco is the holding company for Ocuco Limited in which it holds
67 per cent, the other 33 per cent being held mainly by the
management of Ocuco with less than 2 per cent held by external
investors. Ocuco Limited was established in 1995. Its main product,
Acuitas, which is sold internationally, is an Oracle based product
designed for optician retail chains. Ocuco Limited's other
international product is Innovations, a retail orientated
laboratory manufacturing package. Lagan has invested GBP300,000
under a 9 month rolling loan note with a coupon of 12% per cent;
this investment was disposed of on 31 January 2011 following the
repayment of the loan.
As the investment in Ocuco has been disposed of Lagan will seek
further investments, which may require the raising of additional
funds for such investments and for the further development of
Evolving whilst using existing available funds.
The Directors continue to maintain the Company on a very modest
cost base, and look forward to a successful year ahead.
On behalf of the Board
Peter J Holmes
Chairman
10 February 2011
For further information:
Peter Holmes, Chairman +44 (0) 1908 588800
Stephen Casey +353 872 844 7797
Lagan Capital Plc
Luke Cairns / Rod Venables +44 (0) 20 7492 4750
Northland Capital Partners
Limited
(Nominated Adviser)
The Report and Accounts for the year ended 30 June 2010 ("the
2010 Report and Accounts ") will be posted to shareholders on 11
February 2011 and will also be available on that date on the
Company's web site: www.lagancapital.com
Extracts from the Directors' Report to the 2010 Report and
Accounts
Business review
On 8 June 2009 the Group disposed of its principal trading
business to an entity partially controlled by its management team
in a related party transaction approved by the members at a general
meeting convened to consider the matter. Consequently, the
comparative amounts for the income statement, statement of
comprehensive income, balance sheet, statements of changes in
equity, cash flow statements and related notes are not entirely
comparable.
Principal activity
The parent company of the Group is an investing company, the
investing policy of which is as follows:
The Directors intend to focus on investing in businesses which,
in the opinion of the Directors, possess the opportunity for high
growth, generally through exploitation of intellectual property.
The main focus for identifying such businesses will be in the
communications, energy, resources and infrastructure sectors in
diverse geographic locations including Europe and North America.
The Directors anticipate that each such business will have the
management necessary to operate and develop that business.
The intention is to develop a diverse portfolio of such
opportunities and the Group is likely to raise further capital,
either by way of debt or equity issues, once it has invested a
significant proportion of its initial asset base.
The investments will be structured using both debt and/or equity
instruments, and derivatives thereof. The Group may act as either a
passive or an active investor. In the latter case, the Directors
anticipate being able to charge management and other advisory fees.
The Directors expect that each investment will be held for
approximately four years, with exits being achieved by way of a
trade sale or flotation. Initially, the proceeds arising from these
exits will be re-invested in building the capital base of the
Group.
The Directors believe that their broad collective experience
together with their extensive network of contacts will assist them
in the identification, evaluation and funding of investment
opportunities. When necessary, other external professionals will be
engaged to assist in the due diligence of prospective targets. The
Directors would also consider appointing additional directors with
relevant experience if required. The Directors recognise this
investing policy carries a high degree of risk; however they
believe that the successful prosecution of such an investing policy
will result in strong capital growth for shareholders.
Financial review
Turnover for the year to 30 June 2010 of GBP38,000 (2009:
GBP5,803,000) produced an operating loss of GBP83,000 (2009: profit
GBP5,921,000). The decrease is due to a gain realised upon the
disposal of the Group's principal trading business of GBP4,601,000
in 2009. The Group incurred a loss for the year after interest and
taxation of GBP66,000 (2009: profit GBP4,852,000).
There was no gain from taxation recorded for the year (2009:
GBP133,000) and the value of tax losses available to offset future
profits are estimated at GBP1,277,000 (2009: GBP1,266,000).
The basic loss per share for the year was 1.29p (2009: earnings
of 95.71p).
Net assets of the Group of GBP944,000 (2009: GBP984,000) include
net current assets of GBP718,000 (2009: GBP984,000).
Liquidity
The statement of cash flows for the year to 30 June 2010
illustrates that there was a decrease in cash for the year of
GBP322,000 (2009: increase of GBP304,000). This is stated after the
inflow of cash from operating activities of GBP172,000 (2009:
inflow GBP2,316,000) and the outflow of cash for financial
investments of GBP526,000 (2009: GBPnil).
Going concern
The Group has sufficient financial resources and the Directors
believe that the Group is well placed to manage its business risks
successfully despite the current uncertain economic outlook. The
Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future. Thus they continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
Consolidated statement of comprehensive income
for the year ended 30 June 2010
Year 15 months 15 months 15 months
ended 30 ended 30 ended 30 ended 30
June 2010 June 2009 June 2009 June 2009
Total Total Continuing Discontinued
Notes GBP000 GBP000 GBP000 GBP000
Revenue 38 5,803 - 5,803
Cost of sales - (771) - (771)
Gross profit 38 5,032 - 5,032
Admin expenses (121) (3,711) (298) (3,414)
Profit on
disposal - 4,601 - 4,601
Operating
(loss)/profit (83) 5,921 (298) 6,219
Finance costs 6 - (1,617) (140) (1,477)
Finance income 17 415 313 102
Pre-tax results
for the year (66) 4,719 (125) 4,844
Tax credit 7 - 133 - 133
Net result for
the year (66) 4,852 (125) 4,977
(Loss)/earnings
per share
- basic 8 (1.28p) 95.71p (2.46p) 98.17p
- diluted 8 (1.28p) 95.71p (2.46p) 98.17p
Consolidated balance sheet
as at 30 June 2010
30 June
2010 30 June
Notes GBP000 2009 GBP000
ASSETS
Non-current assets
Financial asset 9 17 -
Loans and receivables 9 209 -
226 -
Current assets
Trade and other receivables 9 560 400
Cash and cash equivalents 11 279 601
839 1,001
Total assets 1,065 1,001
Equity
Capital and reserves attributable
to the Company's equity holders
Share capital 12 2,536 2,535
Share premium account 7,614 7,600
Retained earnings (9,206) (9,151)
Total equity 944 984
LIABILITIES
Current liabilities
Trade and other payables 13 121 17
Total liabilities 121 17
Total equity and liabilities 1,065 1,001
Consolidated cash flow statement
for the year ended 30 June 2010
Year ended Period
30 June ended 30
2010 June 2009
GBP000 GBP000
Operating activities
Result for the year before tax (66) 4,719
Depreciation - 23
Share based payment expense 11 -
Gain on disposal - (4,601)
Tax credit - 133
Foreign exchange movements - (60)
Change in trade and other receivables 140 2,284
Change in trade and other payables 104 (1,384)
Interest paid - 1,617
Interest received (17) (415)
Net cash inflow from operating activities 172 2,316
Net cash flows attributable to disposed
Group - 3,682
Investing activities
Net cash received on disposal - 1,792
Additions to financial investments (526) -
Additions to Intangible fixed assets - (2,077)
Interest received 17 415
Cash paid for acquisition - (175)
Net cash outflow from investing activities (509) (45)
Net cash outflow attributable to disposed
Group - (2,150)
Financing activities
Proceeds from bank loans - 2,000
Repayment of bank loans - (2,350)
Interest paid - (1,617)
Shares issued 15 -
Net cash inflow/(outflow) from financing
activities 15 (1,967)
Net cash outflow attributable to disposed
Group - (1,827)
Cash and cash equivalents, beginning
of year 601 297
Net (decrease)/increase in cash and
cash equivalents (322) 304
Cash and cash equivalents, end of year 279 601
Statement of changes in equity
for the year ended 30 June 2010
Cumulative
Profit
Share Share Merger Equity Translation & Minority Total
capital Premium Reserve reserve Reserve Loss Total Interest Equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Balance
as at
1 April
2008 2,535 7,600 3,600 18 (60) (17,604) (3,911) 43 (3,868)
Movement
on merger
reserve - - (3,600) - - 3,600 - - -
Movement
on equity
reserve - - - (18) - 18 - - -
Transactions
with owners - - (3,600) (18) - 3,618 - - -
Profit
for the
period - - - - 59 4,836 4,895 (43) 4,852
Other
comprehensive
income
Exchange
differences
on
translating
foreign
operation - - - - 1 (1) - - -
Total
comprehensive
income
for the
period - - - - 60 4,835 4,895 (43) 4,852
Balance
as at
30 June
2009 2,535 7,600 - - - (9,151) 984 - 984
Share
options
expense - - - - - 11 11 - 11
Shares
issued 1 14 - - - - 15 - 15
Transactions
with owners 1 14 - - - 11 26 - 26
Loss for
the year - - - - - (66) (66) - (66)
Total
comprehensive
income
for the
year - - - - - (66) (66) - (66)
Balance
as at
30 June
2010 2,536 7,614 - - - (9,206) 944 - 944
Notes:
1. General information
Lagan Capital plc is a public limited company incorporated and
domiciled in the United Kingdom. The address of the registered
office is Sandymount, Station Road, Woburn Sands, Milton Keynes,
Buckinghamshire, MK17 8RR. The shares of Lagan Capital plc are
listed on the AIM Market of the London Stock Exchange. Lagan
Capital Plc has a subsidiary company Lagan Capital Investments
Limited, incorporated in the Republic of Ireland, which has not
traded to date and together these entities comprise the Group.
These financial statements have been approved for issue by the
Board of Directors on 10 February 2011.
2. Going concern
The Group has adequate financial resources and as a consequence,
the Directors believe that the Group is well placed to manage its
business risks successfully despite the current uncertain economic
outlook. The Directors have a reasonable expectation that the Group
has adequate resources to continue in operational existence for the
foreseeable future. Thus they continue to adopt the going concern
basis of accounting in preparing the annual financial
statements.
3. Segment reporting
Following the disposal of the healthcare business in the prior
period and the decision of the parent company to become an
investing company, the Board monitors performance on a unitary
basis comprising only one segment. Consequently there is no further
segmental analysis available for disclosure. The prior year
analysis was presented in accordance with the old policy
distinguishing between business and geographic segments and this
has not been represented.
4. Interest expense
15 month
period ended
Year ended 30 30 June
June 2010 2009
GBP000 GBP000
Interest expense:
- bank borrowings - 1,477
- other borrowings - 140
--------------
- 1,617
--------------
5. Income tax credit
The tax assessed on the loss on ordinary activities for the year
is the same as the standard rate of corporation tax in the UK of
28% (2009: domestic tax rates applicable to profits in the
respective countries). The differences are reconciled below:
2010 2009
GBP000 GBP000
(Loss)/profit before tax (66) 4,719
Tax calculated at domestic tax rates applicable
to profits
in the respective countries - 1,322
Tax calculated at standard rate of corporation
tax in the UK (18)
Adjustments for non-deductible expenses/tax
credit 11 (1,861)
Tax credits for research (133)
(Losses)/Profits arising in the year not
taxed due to tax losses - 591
Temporary difference - (52)
Losses carried forward 7
Actual tax credit - (133)
Comprising
Current tax credit - (133)
The weighted average applicable tax rate was 0% (2009: 2%).
6. Earnings per share
Basic
Basic earning per share is calculated by dividing the profit
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
15 months 15 months
Year ended 15 months ended 30 ended 30
30 June ended 30 June 2009 June 2009
2010 Total June 2009 Continuing Discontinued
GBP000 Total GBP000 GBP000 GBP000
(Loss)/profit
attributable to
equity holders
of the Company (66) 4,852 (125) 4,977
Weighted average
number of
ordinary shares
in issue
Basic and diluted 5,096,212 5,069,207 5,069,207 5,069,207
Basic and diluted (1.29p) 95.71p (2.46p) 98.17p
The exercise price of the options is in excess of the share
price as at the period end 30 June 2009 and year end 30 June 2010,
therefore these options are anti-dilutive and as such have been
excluded from the diluted EPS calculation.
7. Post Balance Sheet events
On 31 January 2011 the Group disposed of its interest in Ocuco
Holdings Limited following the repayment of a loan of
GBP300,000.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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