UCP PLC Half Yearly Report (0030J)
2015年12月15日 - 12:44AM
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RNS Number : 0030J
UCP PLC
14 December 2015
UCP plc
("UCP" or the "Company")
Half-Yearly Report
UCP Plc (formerly Unitech Corporate Parks Plc), announces its
half-yearly report for the six month period ended 30 September
2015.
The Company's half-yearly report for the period ended 30
September 2015 will shortly be available on the Company's website
www.ucpplc.com in accordance with AIM Rule 26.
For further information please contact:
Westhouse Securities Limited Tel: +44 (0)20 7601 6100
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Alastair Moreton
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Rose Ramsden
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FIM Capital Limited Tel: +44 (0)1624 681250
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Philip Scales
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Graham Smith
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Chairman's Statement
Introduction
It is now over a year since the Company sold its entire interest
in Candor, the Company's wholly owned subsidiary and holding
company for all UCP's property interests in India. This led to an
initial distribution to shareholders of 49.25 pence per share on 9
January 2015. At the time of the disposal of Candor we thought that
a period of 12 months from completion could be sufficient to
complete the return of capital to shareholders and for the Company
to enter into a members' voluntary winding up. However, the process
to recover UCP's share of certain funds, amounting to 1.57 billion
Rupees (GBP15.8 million) at the date of completion, which had been
placed by two of the project SPVs with Indian financial
institutions, continues. We note the useful changes to the Indian
Arbitration Act which came into force in October 2015. This
recovery process remains the key factor determining the length of
the future life of the company and the amount and timing of further
distribution(s) to shareholders.
Change of Company name
At the AGM on 11 November 2015, the shareholders approved the
change of the Company's name from Unitech Corporate Parks PLC to
UCP PLC.
Recovery of deposits from SREI and ATEN; losses caused by
Nectrus
As referred to above, GBP15.8 million was the sterling value at
the date of the Candor sale of its indirect interest in the
deposits placed by two of the project SPVs with Indian financial
institutions SREI and ATEN (which includes ATEN PM and ATEN
Capital) which had not been repaid as due. The sale and purchase
agreement governing the sale of Candor provided that this amount be
deducted from the Candor proceeds and set outa mechanism by which
the recovery of the deposits is to be pursued and the sums
recovered ultimately paid to UCP.
The recovery is being actively pursued through multiple avenues,
including the Indian arbitration process prescribed under the
agreements and with the appropriate regulators. A claim for damages
has also been notified to the Company's former investment manager
Nectrus for GBP18.2 million, which comprises the GBP15.8 million
deducted from the sale proceeds, plus an estimate of the total
costs associated with recovery of the funds. These costs arise in
Rupees and Sterling, and, as is the case with any legal action, it
is impossible to forecast these with precision. The Board believes
the placing of the deposits represented breaches by Nectrus of the
investment management agreement with inter alios the Company, and
accordingly it withheld GBP18.2 million from funds otherwise
payable to Nectrus pursuant to the shareholder distribution in
January 2015.
The amounts due to UCP in relation to the project SPV funds are
recognised as a contingent asset of up to GBP17.8 million (being
the Rupee value of Candor's interest in the deposits plus estimated
interest and foreign currency movement up to 30 September 2015
amounting to 1.75 billion Rupees in total). Note 7 sets out further
information on the recovery of the project SPV funds. Given that
the claims are ongoing, we are not in a position to provide further
detail save to say that all efforts are focused on the recovery of
these funds.
Provision for run-off costs
The interim financial statements contain a provision of GBP2.3
million to cover the future anticipated running costs of the
Company, including legal fees and costs relating to a winding up.
The actions to recover the deposits in India have the potential to
be subject to delays and unanticipated procedure developments, and
therefore the actual future costs may differ significantly from the
amounts estimated in the provision.
Update on Indian tax
UCP had reserved GBP4 million in cash for a potential Indian tax
liability in its calculation of the amount available for
distribution in January 2015. We continue to be advised that no tax
is payable on the disposal of Candor, but tax filings in India are
nevertheless required. The tax return has now been filed. The
official confirmation of a nil assessment has not yet been received
and we have no information as to how long this will take. Assuming
the nil assessment is confirmed, this GBP4 million cash would be
available for distribution to shareholders.
Trading on AIM
Since it has been more than 12 months from the date of
completion of the sale of Candor, the Company's shares were
suspended from trading on AIM on 5 November 2015. The Company's
administrator, FIM Capital Limited ('FIM'), has agreed to provide a
service to assist in providing liquidity for shareholders through
matched bargains. FIM is regulated by the Isle of Man Financial
Services Authority and the UK Financial Conduct Authority. Any
shareholder interested in trading in the Company's shares should
contact FIM and lodge an expression of interest. FIM will
thereafter introduce buyers and sellers to each other as
appropriate, with trades to be effected off-market.
Further distribution to shareholders
Our cash position as of 30 November 2015 was GBP26.0 million. We
intend to continue to implement our stated strategy of actively
pursuing recovery of the deposits from SREI and ATEN, maintain our
claim against Nectrus and possibly commencing actions against other
parties (where appropriate), closely monitoring our costs,
eliminating unnecessary expenses and ultimately return the residual
capital to shareholders.
Donald Lake
Chairman
14 December 2015
Company Statement of Comprehensive Income
Unaudited Unaudited Audited
Year
Six months ended Six months ended ended
30 Sep 2015 30 Sep 2014 31 Mar 2015
Notes GBP '000 GBP '000 GBP '000
Income
Interest income on cash balances 36 1,143 65
36 1,143 65
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Expenditure
Operating expenses 3 935 842 2,323
Change in provision for run-off costs 4 (700) (550) 1,250
235 292 3,573
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Operating (loss)/profit for the period (199) 851 (3,508)
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Change in value of assets held for sale - (2,183) (1,138)
De-recognition of other receivables - - (14,624)
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Loss for the period before tax (199) (1,332) (14,624)
Current tax expense - - -
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Loss for the period (199) (1,332) (19,270)
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Other comprehensive loss
Foreign currency translation differences for foreign
operations - - -
Other comprehensive loss for the period net of income
tax - - -
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Total comprehensive loss for the period (199) (1,332) (19,270)
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Basic and diluted loss per share 5 (0.06)p (0.37)p (5.35)p
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