TIDMTVCH
RNS Number : 7508S
TVC Holdings PLC
12 November 2013
TVC Holdings plc
Interim financial results for the period ended 30 September
2013
TVC Holdings plc ("TVC" or the "Company"), the investment
holding company, today (Tuesday, 12 November 2013) announces its
Interim Financial Results for the 6 months ended 30 September
2013.
Key Performance Highlights:
Ø Gross portfolio return of EUR8.0 million in the 6 month period
to 30 September 2013 (2012: EUR3.5 million).
Ø Profit before tax of EUR6.8 million (2012: EUR2.4
million).
Ø Operating expenses, excluding share-based payment expenses,
decreased by 10% to EUR0.89 million (2012: EUR0.99 million).
Ø Special dividend of EUR45.3 million representing EUR0.495 per
share, approved at AGM in June 2013, paid in September 2013.
Ø In August 2013, repurchased 9.6 million shares at a price
equivalent to EUR0.445 per share excluding the special dividend.
TVC's closing share price on 11 November 2013 was EUR0.63.
Ø Increase of 14% in net asset value per share over the 6 month
period to EUR0.81 at 30 September 2013 excluding the impact of the
special dividend.
Ø Net assets at 30 September 2013 of EUR74.4 million including
cash at bank of EUR25.7 million (net of dividend withholding tax of
EUR4.1m paid in October 2013), quoted equity investments of EUR38.1
million and unquoted investments of EUR10.2 million. TVC has no
debt.
Commenting on the Interim Results, TVC Holdings' Executive
Chairman, Shane Reihill, said:
"TVC has continued to perform strongly in the first half of the
financial year delivering a gross portfolio return of EUR8.0
million that contributed to an increase of 14% in net asset value
per share. During the period, we continued to work actively with
our core portfolio investments to maximise their value and to
evaluate potential new investment opportunities.
"We returned in excess of EUR45 million to shareholders during
the period, through the payment of a special dividend, following
the approval granted by shareholders at our AGM in June 2013. The
Company had net assets of EUR74 million and no debt at 30 September
2013.
"TVC will continue to look for value-enhancing investments and
to manage our existing portfolio in order to maximise value for all
our shareholders".
For further information please contact:
TVC Holdings plc
Shane Reihill, Executive Chairman
John Tracey, Chief Executive Officer
Tel: +353-1-2057700
Murray Consultants
Pauline McAlester
Tel: +353-1-4980300
Davy
John Frain
Tel: +353-1-6796363
Executive Chairman's Statement
Overview of Investment Portfolio
The investment portfolio generated a gross portfolio return of
EUR8.0 million over the 6 month period to 30 September 2013,
representing 19% of the opening portfolio value at 31 March 2013.
This performance was largely driven by the increase in value of the
Company's quoted investment in UTV Media plc. There were no new
investments made during the period to 30 September 2013.
As at 30 September 2013, TVC's investment portfolio was
comprised as follows:
%
Value % Investments
EUR'000 Investments + Cash
---------------------- --------- ------------- -------------
UTV Media plc 38,149 79% 49%
Unquoted Investments 10,245 21% 13%
Total Investments 48,394 100% 62%
Cash 29,829 38%
Total Investments
+ Cash 78,223 100%
---------------------- --------- ------------- -------------
TVC's quoted investment in UTV Media plc was valued based on its
closing bid price of GBP1.85 on 30 September 2013. The unquoted
investments were valued in accordance with the International
Private Equity and Venture Capital Valuation Guidelines and the
Group's accounting policies.
Financial Review
Gross portfolio return
The principal components of TVC's gross portfolio return for the
6 months ended 30 September 2013 were:
Ø Revaluations - unrealised gain of EUR6.5 million representing
the increase in value of the Group's investment in UTV Media plc to
reflect the movement in its share price from GBP1.55to GBP1.85
during the period and an unrealised foreign exchange gain of EUR0.5
million due to the appreciation of Sterling against the Euro.
Ø Portfolio income - EUR1.4 million for the period, mainly
relating to dividends receivable from UTV Media plc.
Operating expenses
Operating expenses for the 6 month period to 30 September 2013,
excluding share-based payments expenses, were reduced by 10% to
EUR0.89 million (2012: EUR0.99 million).
Net asset value ("NAV") per share
The movement in the NAV per share during the 6 month period
ended 30 September 2013 was as follows:
Cent per
EUR'000 share
-------------------------------------- --------- ---------
Net asset value at 31 March 2013 121,900 120.6
Share buy backs (9,121) 2.6
Special dividend (45,307) (49.5)
Unrealised gain on quoted investment
in UTV Media plc 6,548 7.2
Other net income (excl. share-based
payments expenses) 359 0.4
Net asset value at 30 September 2013 74,379 81.3
-------------------------------------- --------- ---------
The NAV per share increased by 14% over the 6 months to 30
September 2013 when the effect of the special dividend is excluded
from the opening NAV position.
Special dividend
A special dividend of EUR0.495 per share, approved at the
Company's AGM in June 2013, was paid on 25 September 2013. This
gave rise to a total distribution of EUR45.3 million, including
Irish dividend withholding tax of EUR4.1 million which was paid in
October 2013.
Share buy back
At the EGM held in June 2013, shareholders renewed the Company's
authority to repurchase up to 20 per cent of the issued share
capital. In August 2013, 9.6 million shares were repurchased at a
price of EUR0.94 per share. The shares repurchased are held as
treasury shares.
Funding position
Cash at bank amounted to EUR29.8 million as at 30 September 2013
and the Group had no debt.
Investment portfolio
As at 30 September 2013, TVC's investment portfolio was valued
at EUR48.4 million, of which EUR38.1 million related to quoted
investments and EUR10.2 million related to unquoted
investments.
Business Strategy and Outlook
TVC's strategy is, in the medium term, to have a core portfolio
of two to three platform investments in quoted and unquoted
companies across a number of business sectors, and to continue to
realise significant value from the other companies in its
portfolio. The Company had net assets of EUR74 million and no debt
at 30 September 2013.
We will continue to look for value-enhancing investments and to
manage our existing portfolio in order to maximise value for all
our shareholders.
Shane Reihill
Executive Chairman
12 November 2013
Condensed consolidated statement of financial position
as at 30 September 2013
Unaudited Audited
-------------------------------- ------ ------------- --------
31
30 September March
2013 2013
Notes EUR'000 EUR'000
-------------------------------- ------ ------------- --------
Non-current assets
Investments designated as fair
value through
profit or loss
Quoted equity investments 38,149 31,601
Unquoted equity investments 8,245 8,935
Loans and receivables 2,000 2,000
-------------------------------- ------ ------------- --------
Total investment portfolio 2 48,394 42,536
Property, plant and equipment 81 99
--------------------------------- ------ ------------- --------
Total non-current assets 48,475 42,635
--------------------------------- ------ ------------- --------
Current assets
Available-for-sale investments 3 - 14,511
Other receivables 740 1,129
Current taxation recoverable 85 -
Cash and cash equivalents 29,829 65,001
--------------------------------- ------ ------------- --------
Total current assets 30,654 80,641
--------------------------------- ------ ------------- --------
Total assets 79,129 123,276
--------------------------------- ------ ------------- --------
Current liabilities
Trade and other payables 4 (4,750) (1,366)
Current taxation payable - (10)
Total current liabilities (4,750) (1,376)
--------------------------------- ------ ------------- --------
Net assets 74,379 121,900
--------------------------------- ------ ------------- --------
Equity
Shareholders' capital 1,011 1,011
Share option reserve 260 175
Reserve for own shares (9,121) -
Retained earnings 82,229 120,714
--------------------------------- ------ ------------- --------
Total equity 74,379 121,900
--------------------------------- ------ ------------- --------
Unaudited condensed consolidated income statement
for the 6 months ended 30 September 2013
6 months
6 months ended
ended 30
30 September September
2013 2012
Notes EUR'000 EUR'000
---------------------------------------------- ------ -------------- -----------
Realised profits over opening value
on the disposal of investments 41 3,909
Net unrealised profits/(losses)
on the revaluation of investments 6,548 (1,790)
---------------------------------------------- ------ -------------- -----------
6,589 2,119
Portfolio income
Dividends 1,406 1,367
Fees receivable 45 47
---------------------------------------------- ------ -------------- -----------
Gross portfolio return 5 8,040 3,533
Operating expenses (975) (1,057)
---------------------------------------------- ------ -------------- -----------
Net portfolio return 7,065 2,476
Finance income 118 207
Exchange movements (361) (278)
---------------------------------------------- ------ -------------- -----------
Profit before tax 6,822 2,405
Income tax - (95)
---------------------------------------------- ------ -------------- -----------
Profit after tax for the financial
period 6,822 2,310
---------------------------------------------- ------ -------------- -----------
Earnings per share
Basic EPS (cent) 8 6.9 2.3
Diluted EPS (cent) 8 6.9 2.2
---------------------------------------------- ------ -------------- -----------
Unaudited condensed consolidated statement of comprehensive
income
for the 6 months ended 30 September 2013
6 months
6 months ended
ended 30
30 September September
2013 2012
EUR'000 EUR'000
-------------------------------- -------------- -----------
Profit for the period 6,822 2,310
Other comprehensive income - -
Total comprehensive income for
the period 6,822 2,310
-------------------------------- -------------- -----------
Unaudited condensed consolidated statement of cash flows
for the 6 months ended 30 September 2013
6 months
6 months ended
ended 30
30 September September
2013 2012
EUR'000 EUR'000
---------------------------------------------- -------------- -----------
Cash flows from operating activities
Profit for period before tax 6,822 2,405
Adjusted for:
Depreciation 21 20
Net unrealised (profits)/losses on the
revaluation of investments (6,548) 1,790
Realised profits over opening value on
the disposal of investments (41) (3,909)
Exchange movements 361 278
Share-based payment expenses 85 70
Finance income (118) (207)
Proceeds from disposal of investments 731 7,577
Increase in other current assets (73) (381)
Decrease in trade and other payables (717) (359)
Tax received 7 187
Net cash inflow from operating activities 530 7,471
---------------------------------------------- -------------- -----------
Cash flows from investing activities
Purchase of available-for-sale investments - (14,748)
Redemption of available-for-sale investments 14,399 14,500
Interest received 591 429
Purchase of property, plant and equipment (3) (1)
Net cash inflow from investing activities 14,987 180
---------------------------------------------- -------------- -----------
Cash flows from financing activities
Purchase of own shares (9,121) -
Dividends paid (net of withholding tax) (41,208) -
---------------------------------------------- -------------- -----------
Net cash outflow from financing activities (50,329) -
---------------------------------------------- -------------- -----------
Net (decrease)/increase in cash and cash
equivalents (34,812) 7,651
Opening cash and cash equivalents 65,001 58,111
Effect of exchange rate fluctuations (360) (260)
Closing cash and cash equivalents 29,829 65,502
---------------------------------------------- -------------- -----------
Unaudited condensed consolidated statement of changes in
shareholders' equity
for the 6 months ended 30 September 2013
Share Reserve
Ordinary option for own Retained Total
No. of shares reserve shares earnings equity
shares EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
------------------------------- ----------- -------- -------- -------- --------- ---------
Balance at 1 April 2012 101,112,579 1,011 77 - 114,098 115,186
Profit for the period - - - - 2,310 2,310
Total other comprehensive
income - - - - - -
Total comprehensive income
for
the period - - - - 2,310 2,310
Share-based payments - - 70 - - 70
Balance at 30 September
2012 101,112,579 1,011 147 - 116,408 117,566
Profit for the period - - - - 4,306 4,306
Total other comprehensive
income - - - - - -
----------- -------- -------- -------- --------- ---------
Total comprehensive income
for
the period - - - - 4,306 4,306
Share-based payments - - 28 - - 28
Balance at 31 March 2013 101,112,579 1,011 175 - 120,714 121,900
Profit for the period - - - - 6,822 6,822
Total other comprehensive
income - - - - - -
----------- -------- -------- -------- --------- ---------
Total comprehensive income
for
the period - - - - 6,822 6,822
----------- -------- -------- -------- --------- ---------
Transactions with owners
of the Company,
recognised directly in
equity
Purchase of own shares - - - (9,121) - (9,121)
Dividends paid to shareholders - - - - (45,307) (45,307)
Share-based payments - - 85 - - 85
----------- -------- -------- -------- --------- ---------
Total transactions with
owners of
the Company - - 85 (9,121) (45,307) (54,343)
----------- -------- -------- -------- --------- ---------
Balance at 30 September
2013 101,112,579 1,011 260 (9,121) 82,229 74,379
------------------------------- ----------- -------- -------- -------- --------- ---------
The number of ordinary shares at 30 September 2013 includes
9,583,652 ordinary shares which are held as treasury shares.
Notes to the condensed consolidated interim financial
statements
1 Basis of preparation
The unaudited condensed consolidated interim financial
statements of the Company for the six months ended 30 September
2013 (the "Interim Financial Statements") comprise the Company and
its subsidiaries (together referred to as the "Group"). The Interim
Financial Statements were authorised for issue by the Directors on
11 November 2013.
The Interim Financial Statements have been prepared in
accordance with IAS 34, 'Interim Financial Reporting', as adopted
by the EU. The Interim Financial Statements do not include all of
the information required for full annual financial statements and
should be read in conjunction with the Group's consolidated
financial statements for the year ended 31 March 2013 as set out in
the 2013 Annual Report (the "2013 Accounts").
The Interim Financial Statements do not constitute statutory
financial statements. The statutory financial statements for the
year ended 31 March 2013, extracts from which are included in these
Interim Financial Statements, were prepared under IFRSs as adopted
by the EU and will be filed with the Registrar of Companies with
the Company's 2013 annual return. The auditor's report on those
statutory financial statements was unqualified.
The financial information contained in the Interim Financial
Statements has been prepared in accordance with the accounting
policies applied in the 2013 Accounts except for the adoption of
IFRS 13, 'Fair Value Measurement', as outlined below. None of the
other new IFRSs or interpretations that are effective for the
financial year ending 31 March 2014, as outlined on pages 32-33 of
the 2013 Accounts, had an impact on the Group's reported income or
net assets.
IFRS 13 Fair Value Measurement
IFRS 13 establishes a single framework for measuring fair value
when such measurements are required or permitted by other IFRSs.
The application of IFRS 13 has not materially impacted the fair
value measurements carried out by the Group. IFRS 13 also requires
specific disclosures on fair value, some of which replace existing
disclosure requirements in other standards, including IFRS 7
'Financial Instruments: Disclosures'. Some of these disclosures are
specifically required for financial instruments by IAS 34 thereby
affecting the interim condensed financial statements for the
period. These additional disclosures are included in note 11.
The Interim Financial Statements are presented in Euro, rounded
to the nearest thousand, which is the functional currency of both
the parent company and its subsidiaries.
Critical accounting estimates and judgements
The preparation of interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expenses. The
estimates and associated assumptions are based on historical
experience and other factors that are believed to be reasonable
under the circumstances, the results of which form the basis of
making the judgements about the carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ materially from these estimates. In
preparing the Interim Financial Statements, the significant
judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the
same as those that applied to the 2013 Accounts.
2 Investment portfolio
Equity investments Loans and
receivables Total
6 month period to 30 September 2013 EUR'000 EUR'000 EUR'000
------------------------------------- ------------------- ------------- --------
At 1 April 2013 40,536 2,000 42,536
Revaluation 6,030 - 6,030
Disposals (690) - (690)
Exchange movements 518 - 518
------------------------------------- ------------------- ------------- --------
At 30 September 2013 46,394 2,000 48,394
------------------------------------- ------------------- ------------- --------
Quoted 38,149 - 38,149
------------------------------------- ------------------- ------------- --------
Unquoted 8,245 2,000 10,245
------------------------------------- ------------------- ------------- --------
Equity investments Loans and
receivables Total
Year to 31 March 2013 EUR'000 EUR'000 EUR'000
------------------------------------- ------------------- ------------- --------
At 1 April 2012 41,610 500 42,110
Revaluation 6,325 1,500 7,825
Disposals (7,400) - (7,400)
Exchange movements 1 - 1
------------------------------------- ------------------- ------------- --------
At 31 March 2013 40,536 2,000 42,536
------------------------------------- ------------------- ------------- --------
Quoted 31,601 - 31,601
------------------------------------- ------------------- ------------- --------
Unquoted 8,935 2,000 10,935
------------------------------------- ------------------- ------------- --------
3 Available-for-sale investments
6 months ended Year ended
30 September 31 March
2013 2013
EUR'000 EUR'000
------------------------------ --------------- -----------
At beginning of period/year 14,511 14,513
Additions - 29,504
Disposals, repayments (14,500) (28,950)
Amortisation of premium paid (11) (556)
At end of period/year - 14,511
------------------------------ --------------- -----------
The available-for-sale investments at 31 March 2013 represented
investments in German government fixed rate Euro bonds with a
maturity date in April 2013.
4 Trade and other payables
Trade and other payables at 30 September 2013 included EUR4.1
million in respect of Dividend Withholding Tax (31 March 2013:
EURnil).
5 Segmental analysis
Segmental information is presented in respect of the Group's
investment portfolio based on whether the investee company is
quoted or unquoted. The Group has only one reportable geographical
segment as its investments are all located in the Island of
Ireland. The segmental information presented is consistent with the
Group's internal analysis of its investment portfolio.
UTV Unquoted
Media plc investments Total
6 month period to 30 September
2013 EUR'000 EUR'000 EUR'000
--------------------------------------- ----------- ------------- --------
Gross portfolio return
Realised profits over opening
value on the disposal of investments - 41 41
Unrealised profits on the revaluation
of investments 6,548 - 6,548
Portfolio income 1,406 45 1,451
--------------------------------------- ----------- ------------- --------
7,954 86 8,040
--------------------------------------- ----------- ------------- --------
Net (investment)/divestment
Realisation proceeds - 731 731
- 731 731
--------------------------------------- ----------- ------------- --------
UTV Unquoted
Media plc investments Total
6 month period to 30 September
2012 EUR'000 EUR'000 EUR'000
--------------------------------------- ----------- ------------- --------
Gross portfolio return
Realised profits over opening
value on the disposal of investments - 3,909 3,909
Unrealised losses on the revaluation
of investments (1,790) - (1,790)
Portfolio income 1,367 47 1,414
--------------------------------------- ----------- ------------- --------
(423) 3,956 3,533
--------------------------------------- ----------- ------------- --------
Net (investment)/divestment
Realisation proceeds - 7,400 7,400
- 7,400 7,400
--------------------------------------- ----------- ------------- --------
UTV Unquoted
Media plc investments Total
Statement of financial position EUR'000 EUR'000 EUR'000
--------------------------------------- ----------- ------------- --------
At 30 September 2013
--------------------------------------- ----------- ------------- --------
Value of investment portfolio 38,149 10,245 48.394
--------------------------------------- ----------- ------------- --------
At 31 March 2013
--------------------------------------- ----------- ------------- --------
Value of investment portfolio 31,601 10,935 42,536
--------------------------------------- ----------- ------------- --------
6 Share-based compensation
The Company operates an equity-settled share option plan under
which it grants share options to certain employees and executive
directors. Options are exercisable between the third and tenth
anniversaries of the date of grant to the extent that performance
targets have been met over a performance period of three years from
the date of grant.
On 20 June 2013, 1,434,953 share options were granted. 50% of
these options vest subject to a performance condition, measured
over a three-year performance period, relating to average annual
percentage growth in net asset value ('NAV') per share relative to
the average annual percentage change in the Irish Consumer Price
Index ('CPI'). The remaining 50% of the options vest subject to a
performance condition, measured over a three-year performance
period, relating to average annual percentage growth in the
Company's share price relative to the average annual percentage
change in CPI. The vesting of options is determined as follows:
NAV/share price
growth required % vesting
Minimum vesting CPI + 3% 25%
Maximum vesting CPI + 7% 100%
For NAV and/or share price growth between the minimum and
maximum vesting levels, the options vest on a pro-rata basis.
1,324,156 options granted in June 2012 vest subject to two
performance conditions similar to those set out above. 1,213,810
options granted in June 2011 vest subject to one performance
condition relating to the growth in NAV compared to CPI as set out
above.
The fair value of services received in return for share options
granted is measured by reference to the fair value of share options
granted. The fair value of the options granted is estimated as of
the date of the grant based on the Black-Scholes option-pricing
model. The fair value per option and the assumptions used in the
calculations are as follows:
2013 2012 2011
Weighted average share price EUR0.935 EUR0.84 EUR0.77
Weighted average exercise
price EUR0.935 EUR0.84 EUR0.77
Expected life 5 years 5 years 5 years
Expected volatility 17% 18% 19%
Expected dividend yield 0% 0% 0%
Risk-free rate 0.730% 0.323% 2.267%
Fair value per option EUR0.16 EUR0.14 EUR0.17
The Company determined expected volatility by using the
Company's historic share price volatility over the five-year period
(2012: four-year period) preceding the date of grant. The risk-free
interest rate assumption was based upon the average yield on German
Government bonds with maturities equivalent to the expected term of
the share options.
No options were exercised during the current or prior period.
The Company recognised an expense of EUR85,000 relating to share
options during the period ended 30 September 2013 (2012:
EUR70,000).
6 Share-based compensation (continued)
Details of share options outstanding during the period are as
follows:
2013 2013 2012 2012
Weighted average Number Weighted average
Number of exercise price of share exercise price
share options (cent) options (cent)
----------------------------- --------------- ----------------- ---------- -----------------
Outstanding at 1 April 2,537,966 0.80 1,789,870 0.77
Granted during the
period 1,434,953 0.935 1,640,714 0.84
Outstanding at 30 September 3,972,919 0.85 3,430,584 0.80
----------------------------- --------------- ----------------- ---------- -----------------
Exercisable at 30 September - - - -
----------------------------- --------------- ----------------- ---------- -----------------
The weighted average remaining contractual life for the share
options outstanding at the end of the period was 8.78 years (2012:
9.23 years).
As outlined in note 9, the Company paid a special dividend of
EUR0.495 per ordinary share on 25 September 2013. Participants in
the Share Option Plan were not, by virtue of the options they hold,
entitled to participate in the special dividend. However, the Share
Option Plan contains provisions to allow the Remuneration Committee
to adjust the exercise price and the performance conditions of
issued options to take account of the special dividend. In November
2013, the option exercise price and the NAV and share price growth
conditions used to measure performance targets for vesting of such
options were adjusted by the amount of the special dividend of
EUR0.495 per ordinary share. This exercise of the Company's right
to adjust the terms of the share options as a result of the special
dividend did not constitute a 'modification' as defined in IFRS 2
Share-based payments. Additionally, the adjustments did not result
in a change in the fair value of the share-based payment
arrangements and were not beneficial to option holders.
Accordingly, no accounting adjustments were required.
The weighted average exercise price of the outstanding options
over 3,972,919 ordinary shares is now EUR0.36. The range of
exercise prices for the options is EUR0.275 - EUR0.44 (2012:
EUR0.77 - EUR0.84).
7 Reserve for treasury shares
The reserve for treasury shares comprises of the cost of the
Company's shares held by the Group. At 30 September 2013, the Group
held 9,583,652 of the Company's ordinary shares (2012: nil).
Dividends are not payable in respect of treasury shares and
treasury shares are excluded from the calculation of earnings per
share.
8 Earnings per share
6 months
6 months ended
ended 30
30 September September
2013 2012
--------------------------------------------------- -------------- ------------
Basic earnings per share (cent) 6.9 2.3
Diluted earnings per share (cent) 6.9 2.2
Earnings (EUR'000)
Profit for the period 6,822 2,310
Number of shares (Number)
Weighted average number of shares in issue 101,112,579 101,112,579
Less: weighted average own shares held (2,802,074) -
--------------------------------------------------- -------------- ------------
Weighted average number of shares for calculation
of basic
earnings per share 98,310,505 101,112,579
Weighted average number of dilutive shares
under options 1,188,668 1,789,870
--------------------------------------------------- -------------- ------------
Weighted average number of shares including
dilutive share options 99,499,173 102,902,449
--------------------------------------------------- -------------- ------------
Basic earnings per share is calculated by dividing the profit
for the period attributable to ordinary shareholders by the
weighted average number of ordinary shares during the period.
Diluted earnings per share is calculated by dividing the profit
for the period attributable to ordinary shareholders by the
weighted average number of ordinary shares adjusted for the effect
of all potentially dilutive shares and instruments, including share
options.
9 Dividends
On 25 September 2013, a special dividend of 49.5 cent per
ordinary share was paid giving rise to a total distribution of
EUR45,306,819. The special dividend was approved by shareholders at
the Annual General Meeting held on 27 June 2013.
10 Related party transactions
With the exception of the transactions detailed below, related
party transactions occurring in the period were similar in nature
to those described in the 2013 Annual Report.
Key management personnel - purchase of own shares
On 8 August 2013 and 9 August 2013, the Company purchased
4,845,925 and 4,737,727 ordinary shares respectively at a price of
EUR0.94 per ordinary share. As part of the trades on 8 August 2013,
certain directors of the Company sold ordinary shares as
follows:
Number of ordinary
Director shares sold
David Doyle 1,198,311
Pádraig Ó
Ríordáin 833,333
John Tracey 862,424
10 Related party transactions (continued)
Special dividend
On 25 September 2013, a special dividend of 49.5 cent per
ordinary share was paid to shareholders on the register on 13
September 2013. The shareholdings of the directors and secretary at
that date were as follows:
Number of ordinary
shares at
13 September
Director 2013
Shane Reihill 27,088,378
John Tracey 252,832
David Doyle 1,101,000
John B. McGuckian 66,667
Gavin O'Reilly 166,667
Pádraig Ó -
Ríordáin
John Fagan 265,024
11 Fair values
The following table shows financial instruments recognised at
fair value, analysed between those whose fair value is based
on:
Ø quoted prices (unadjusted) in active markets for identical
assets or liabilities (Level 1);
Ø those involving inputs other than quoted prices included in
Level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (derived from prices) (Level 2);
and
Ø those with inputs for the asset or liability that are not
based on observable market data (unobservable inputs) (Level
3).
30 September 2013
Level Level Level Total
1 2 3 EUR'000
EUR'000 EUR'000 EUR'000
----------------------------- ----- ----- ----- ---------- --------- --------- --------- ---------
Financial assets at
fair value through
profit or loss
Quoted equity investments 38,149 - - 38,149
Unquoted equity investments - - 8,245 8,245
Loans and receivables - - 2,000 2,000
Total 38,149 - 10,245 48,394
-------------------------------------------------------------- --------- --------- --------- ---------
During the period ended 30 September 2013, there were no
transfers between Level 1 and Level 2 fair value measurements and
no transfers into or out of Level 3 fair value measurements.
11 Fair values (continued)
The following table shows a reconciliation of all movements in
the fair value of financial instruments categorised within Level 3
during the period.
6 months ended
30 September 2013
Unquoted Loans
equity and
investments receivables Total
EUR'000 EUR'000 EUR'000
---------------------------------------- --------------- ------------- ------------
Opening balance 8,935 2,000 10,935
Total profits for year in profit
or loss 41 - 41
Sales (731) - (731)
Closing balance 8,245 2,000 10,245
---------------------------------------------------- --------------- ------------- ------------
Realised profits for the year included
in profit or loss 41 - 41
---------------------------------------------------- --------------- ------------- ------------
Total profits for the year in profit
or loss 41 - 41
---------------------------------------------------- --------------- ------------- ------------
Valuation techniques
Level 1 financial instruments comprise active listed equities
included in the Group's investment portfolio and are valued at
closing bid price at the reporting date. In accordance with IFRS,
no discount is applied for liquidity of the stock or any dealing
restrictions.
Level 3 financial instruments relate to the unquoted equity
investments and loans and receivables included in the Group's
investment portfolio.
The fair value of the Group's unquoted investments is generally
obtained by calculating the enterprise value of the investee
company. The enterprise value is then adjusted for net cash or debt
and for financial instruments ranking ahead of the Group's
instruments in the investee company. The remaining value is then
apportioned over the other financial instruments including those
held by the Group to assess the fair value of the Group's
investment.
The enterprise value is determined using a number of
methodologies which include earnings multiple, revenue multiple and
imminent sale proceeds. The valuation techniques take account of
the lack of marketability or liquidity and the relative size of the
unquoted investments. Consideration is also given to recently
completed third party transactions of comparable companies.
The valuations of the Group's unquoted investments at 30
September 2013 were determined having regard to the above
methodologies. The valuation of such investments involves
exercising judgement as it requires management to make assumptions
with regard to valuation inputs many of which are not supported by
observable current market transactions. Given the uncertainties
inherent in estimating fair value, a degree of caution is applied
in exercising judgements and making the necessary estimates.
The Group determines the fair value of its investment portfolio
using the International Private Equity and Venture Capital
Valuation Guidelines. However, amounts ultimately realised on
disposal of an investee company can differ materially from the
previous carrying value and therefore have a significant impact on
the Group's profits and net assets.
The Executive Directors and the Chief Financial Officer are
responsible for all significant fair value measurements, including
Level 3 fair value measurements. Level 3 fair value measurements,
together with any changes in valuations, are reported to the Board
and the Audit Committee.
12 Subsequent events
There have been no significant events affecting the Group in the
period from 30 September 2013 to the date of approval of the
Interim Financial Statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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