15 Jun 2009 07:00
ο»Ώ
15 June 2009
AlbanyΒ Capital plc
("AlbanyΒ Capital" or "the Company")
Interim results for the six months endedΒ 31 March 2009
Albany CapitalΒ plcΒ (ticker:Β ALB.L) is pleased to announce unaudited interim results for the six months ended 31 March 2009Β which are based on the recognition and measurement principles ofΒ IFRS.
Summary of results:
LossΒ before tax for the six months endedΒ 31 March 2009Β ofΒ Β£3,145,882Β (31 March 2008:Β profit ofΒ Β£727,316)
Consolidated net assets per share atΒ 31 March 2009Β ofΒ 39.0Β penceΒ (31 March 2008:Β 55.9Β pence)
Consolidated cash reserves atΒ 31 March 2009Β of Β£1.16Β million (31 March 2008: Β£8.96Β million)
Chairman's Statement
I am pleased to report Albany Capital's interim results for the six months endedΒ 31 March 2009. These interim financial statements have been prepared in accordance with the International Financial Reporting StandardsΒ requirements ("IFRS"),Β as they are part of the period covered by the Company's IFRS financial statement for the year endingΒ 30 September 2009.Β
In the six monthsΒ toΒ 31 March 2009, the Company made aΒ lossΒ before tax of Β£3,145,882Β (31 March 2008:Β profit ofΒ Β£727,316) and reported net assets per share ofΒ 39.0Β penceΒ (31 March 2008: 55.9 pence).
Due to the current economic climate and market conditions, there was aΒ loss on investments at fair value as atΒ 31 March 2009Β ofΒ Β£2,882,411 (31 March 2008: Gain of Β£1,035,866).
TheΒ underlying performance of theΒ Company's core investment portfolio, which is invested in accordance with the strategy outlined in the Company's annual report and accounts for the period endedΒ 30 September 2008, has performedΒ in-line with our expectationsΒ despite the challenging conditions placed on both the Chinese economy and the well documented externalΒ economicΒ conditions.
The Company's coreΒ investmentΒ portfolio is structured around the creation of listedΒ shell companies, which subsequently targets the acquisition of larger companies by a methodΒ of reverse takeover. The first of these, Vestpa Plc, came toΒ AIMΒ in June 2007 and later successfully completed the reverse takeover of Full Fortune Holdings PTE in December 2007. The business was subsequently renamed China Food Company PlcΒ ("China Food Company") and is a leading producer of soya sauce, vinegar and bean paste from its operations in Shandong province in the Peoples Republic of China.
China Food CompanyΒ has recently reported its full year results for 31 December 2008Β announcing profit before tax of Β£7.51Β millionΒ (2007: Β£7.52 million) on revenuesΒ of Β£38.2 million (31 December 2007: Β£25.3 million)Β an increase of 51Β per cent onΒ theΒ prior year, with an EBITDA of Β£8.2 million (31 December 2007: Β£8.0 million).Β Β China Food Company wasΒ able to increaseΒ itsΒ salesΒ volumes, increase pricesΒ and maintain profitability by improving bothΒ itsΒ inventory management andΒ Β manufacturingΒ efficiency during the period. Albany Capital has a holdingΒ of 20% in China Food Company. In their recent trading update released onΒ 27thΒ May 2009, China Food Company statedΒ that due to current market conditions it does not expect results for 2009 to match those achieved in 2008.
Albany Capital's second cash shell, Ninety Plc, was listed onΒ AIMΒ in October 2007 andΒ in September 2008 successfully completed the reverse takeover ofΒ a leading food preservatives group,Β Sorbic International PlcΒ ("Sorbic International") which is also based inΒ ShandongΒ province. Sorbic InternationalΒ has recentlyΒ reported its interim results for the six months period ended 31 March 2009 announcing profit before tax of Β£2.59Β millionΒ (31 March 2008: Β£1.9Β million), an increase of 36% on the prior year. Strong demand pushed production to its highest level for the first quarter and despite the global recessionary environment,Β itΒ maintained favourable margins although these came under pressure due to destocking and increased levels of competition in the second quarter of the period. Sorbic InternationalΒ achieved revenues of Β£8.5 million (31 March 2008: Β£6.7 million) an increase of 26.4% on the prior year, with a Gross Profit Margin of 40.8% (31 March 2008: 35.6%).Β Albany Capital has a holding of 26% in Sorbic International Plc.
To dateΒ AlbanyΒ has invested Β£8.36Β millionΒ in its coreΒ investmentΒ portfolio. The net book value of this portfolioΒ at theΒ 31 March 2009Β was Β£7.6Β millionΒ (31 March 2008: Β£8.9 million).
In line with our Chinese strategy, Albany Capital continues to focus on identifying further investment opportunities in Shandong province, North Eastern China.Β
The Company's non-core investment portfolio had a net book value of Β£2.01 million (31 March 2008: Β£3.4 million) relative to a cost of Β£5.05 million (31 March 2008: Β£4.0 million) at 31 March 2009 and consists of investments held in Evolve Capital Plc (formerly Blue Oar Plc), Densitron Technologies Plc, Journey Group Plc (formerly Watermark Plc), China Evoline Plc (formerly ZTC Plc) and Brimac Carbon Services Limited (unquoted). It is our intention to eventually dispose of our holdings in all of these investments.
Albany Capital entered into an agreement with Hermes Financial Group (BVI) Ltd datedΒ 6 February 2009. Albany Capital agreed to lend up to Β£1.75 million on a secured short term basis at an interest rate of 18% and drawdown fee of 3%. Security is by way of charges in Albany Capital's favour over 5,561,072 ordinary shares in Sorbic International Plc. Β£1.5Β millionΒ of the loanΒ (net of interest and drawdown fee)Β was transferred onΒ 10 March 2009Β which was used by Hermes to pay off an existing debt owed to Sorbic International Plc. The loan matures six months from drawdown. OnΒ 15 May 2009, Β£661,010Β of the Hermes loan was repaid to Albany Capital.
The Company's consolidated cash reserves at theΒ 31 March 2009Β were Β£1.16 million (31 March 2008: Β£8.96 million)Β andΒ asΒ atΒ 31 May 2009Β were Β£1.75 million.
John McLean
Chairman
15Β June 2009
Enquiries:
|
AlbanyΒ CapitalΒ John McLean, Chairman |
tel: +44 (0)7768 031454 |
|
|
WH Ireland James Joyce |
tel: +44 (0) 20 7220 1698 |
|
|
Hansard Group John Bick |
tel: +44 (0) 20 7245 1100 |
Β Β Consolidated interim incomeΒ statement
|
Β
|
6 months to
31 March
2009
|
6 months to
31 March
2008
|
Year to
30 September
2008
|
|
Β
|
Β£
|
Β£
|
Β£
|
|
Β
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
(Loss)/gainsΒ on investments at fair value through profit or loss |
(2,882,411) |
1,035,866 |
(746,887) |
|||
|
Investment income |
- |
13,200 |
33,000 |
|||
|
FeeΒ income |
92,413 |
194,482 |
419,065 |
|||
|
------------------------- |
-------------------- |
------------------------- |
||||
|
Total Revenue |
(2,789,998) |
1,243,548 |
(294,822) |
|||
|
------------------------- |
-------------------- |
--------------------------- |
||||
|
Management expenses |
(314,279) |
(653,400) |
(878,453) |
|||
|
LossΒ on disposal of operations |
- |
(38,134) |
- |
|||
|
Share based payments |
(99,870) |
(203,723) |
(314,423) |
|||
|
------------------------- |
-------------------- |
------------------------- |
||||
|
Operating expenses |
(414,149) |
(895,257) |
(1,192,876) |
|||
|
------------------------- |
-------------------- |
------------------------- |
||||
|
Operating profit/(loss) |
(3,204,147) |
348,291 |
(1,487,698) |
|||
|
Finance income |
58,265 |
379,025 |
447,073 |
|||
|
------------------------- |
-------------------- |
------------------------- |
||||
|
(Loss)/profitΒ before tax |
(3,145,882) |
727,316 |
(1,040,625) |
|||
|
TaxationΒ |
(258,657) |
(278,667) |
192,951 |
|||
|
------------------------- |
-------------------- |
------------------------- |
||||
|
(Loss)/profitΒ for the periodΒ |
(3,404,539) |
448,649 |
(847,674) |
|||
|
==================== |
================ |
===================== |
||||
Attributable to:Β
|
Equity holders of the parent |
(3,404,539) |
470,500 |
(847,647) |
|
Minority interest |
- |
(21,850) |
- |
|
--------------------- |
--------------------- |
--------------------- |
|
|
(3,404,539) |
448,649 |
(847,647) |
|
|
================= |
================= |
================ |
Earnings per share:Β
|
Basic and dilutedΒ (note 3) |
(10.79) |
1.491 |
(2.69) |
|
============== |
================= |
================= |
The comparative figures have been extractedΒ from the unauditedΒ 31 March 2008Β interim financial statements and the auditedΒ 30 September 2008Β financial statements.
Β Β
Consolidated interim balance sheet
|
31 March 2009 |
31 March 2008 |
30 SeptemberΒ 2008 |
||||||
|
Β£ |
Β£ |
Β£ |
||||||
|
(unaudited) |
(unaudited) |
(audited) |
||||||
|
ASSETS |
||||||||
|
Non-current assets |
||||||||
|
Property, plant and equipment |
6,330 |
11,332 |
8,831 |
|||||
|
Deferred tax |
- |
109,598 |
258,657 |
|||||
|
------------------------- |
------------------------ |
------------------------- |
||||||
|
6,330 |
120,930 |
267,488 |
||||||
|
------------------------- |
------------------------ |
------------------------- |
||||||
|
Current assets |
||||||||
|
Financial assets at fair value through profit or loss |
9,601,824 |
9,001,288 |
12,484,235 |
|||||
|
Trade and other receivables |
1,676,752 |
117,573 |
292,663 |
|||||
|
Cash and cash equivalents |
1,161,934 |
8,958,358 |
2,800,597 |
|||||
|
-------------------------- |
------------------------ |
------------------------- |
||||||
|
12,440,510 |
18,077,219 |
15,577,495 |
||||||
|
------------------------- |
------------------------ |
------------------------- |
||||||
|
Total assets |
12,446,840 |
18,198,149 |
15,844,983 |
|||||
|
============ |
============ |
============= |
||||||
|
LIABILITIES |
||||||||
|
Current liabilities |
||||||||
|
Trade and other payables |
145,369 |
159,959 |
238,843 |
|||||
|
Current tax liabilities |
- |
375,760 |
- |
|||||
|
------------------------- |
------------------------ |
------------------------- |
||||||
|
Total liabilities |
145,369 |
535,719 |
238,843 |
|||||
|
------------------------- |
------------------------ |
------------------------- |
||||||
|
Net assets |
12,301,471 |
17,662,430 |
15,606,140 |
|||||
|
============= |
============ |
============= |
||||||
|
EQUITY |
||||||
|
Equity attributable to equity holders of the parent |
||||||
|
Share capital |
7,890,090 |
7,890,090 |
7,890,090 |
|||
|
Share premium account |
7,939,812 |
7,939,812 |
7,939,812 |
|||
|
Shares to be issued |
672,642 |
462,072 |
572,772 |
|||
|
Retained earningsΒ / (deficit) |
(4,201,073) |
532,451 |
(796,534) |
|||
|
------------------------ |
------------------------- |
------------------------- |
||||
|
Equity attributable to owners of the parent |
12,301,471 |
16,824,425 |
15,606,140 |
|||
|
Minority interest |
- |
838,005 |
- |
|||
|
------------------------ |
------------------------- |
------------------------- |
||||
|
Total equity |
12,301,471 |
17,662,430 |
15,606,140 |
|||
|
============ |
============= |
============= |
||||
Β Β
Consolidated interim statement of recognised income and expense
|
6 months toΒ 31 MarchΒ 2009 |
6 months toΒ 31 MarchΒ 2008 |
Year to 30 September 2008 |
||
|
Β£ |
Β£ |
Β£ |
||
|
(unaudited) |
(unaudited) |
(audited) |
||
|
(Loss)/profitΒ for the period |
(3,404,539) |
448,649 |
(847,674) |
|
|
----------------------- |
----------------------- |
---------------------- |
||
|
Total recognised income and expense for the period |
(3,404,539) |
448,649 |
(847,674) |
|
|
============ |
============ |
=========== |
||
Attributable to:
|
Equity holders of the parent |
(3,404,539) |
470,500 |
(847,674) |
|
Minority interest |
- |
(21,850) |
- |
|
------------------------ |
---------------------- |
---------------------- |
|
|
(3,404,539) |
448,649 |
(847,674) |
|
|
============ |
=========== |
=========== |
Β Β
Consolidated interim cash flow statement
|
6 months toΒ 31 March 2009 |
6 months to 31 MarchΒ 2008 |
Year toΒ 30Β September 2008 |
|
|
Β£ |
Β£ |
Β£ |
|
|
(unaudited) |
(unaudited) |
(audited) |
Cash flows from operating activities
|
Cash used in operations |
(1,710,130) |
(528,770) |
(562,256) |
|
Purchase of investments held at fair value through profit and loss |
- |
(2,536,195) |
(7,723,420) |
|
Interest received |
71,467 |
483,587 |
521,502 |
|
Dividends received |
- |
13,200 |
33,000 |
|
----------------------- |
--------------------- |
--------------------- |
|
|
Net cash used in operating activities |
(1,638,663) |
(2,568,178) |
(7,731,174) |
|
----------------------- |
--------------------- |
--------------------- |
Cash flows from investing activities
|
Purchase of subsidiary undertaking |
- |
(2,223,379) |
- |
|
Cash acquired with subsidiary undertaking |
- |
3,065,370 |
- |
|
Deemed disposal of subsidiary net of cash |
- |
(2,914,029) |
- |
|
Purchase of property, plant and equipment |
- |
(8,352) |
(8,351) |
|
----------------------- |
--------------------- |
--------------------- |
|
|
Net cash (used in) / from investing activities |
- |
(2,080,390) |
(8,351) |
|
----------------------- |
--------------------- |
--------------------- |
|
Net (decrease) / increaseΒ in cash and cash equivalents |
(1,638,663) |
(4,648,568) |
(7,739,525) |
|
Cash and cash equivalents at beginning of periodΒ |
2,800,597 |
13,606,926 |
10,540,122 |
|
------------------------ |
--------------------- |
--------------------- |
|
|
Cash and cash equivalents at end of period |
1,161,934 |
8,958,358 |
2,800,597 |
|
============ |
========== |
========== |
Β Β
Notes to the consolidated interim financial statements
1.Β General information
Albany CapitalΒ plcΒ ('AlbanyΒ Capital')Β is the Group's ultimate parent company. It is incorporated and domiciled inΒ Great Britain. The registered address ofΒ Albany CapitalΒ isΒ 17 Hanover Square,Β London,Β W1S 1HU. Its shares are listed onΒ theΒ AIMΒ of the London Stock Exchange.
These consolidated interim financial statements have been approved for issue by the Board of Directors onΒ 12Β June 2009.
The financial information set out in this interim report does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The Group's statutory financial statements for the year endedΒ 30 September 2008, prepared underΒ IFRS, have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain any statements under Section 237(2) of the Companies Act 1985.
2.Β Basis of preparation
These interim financial statements have been prepared in accordance with the accounting policies which are based on the recognition and measurement principles ofΒ IFRSΒ in issue as adopted by the European Union (EU) andΒ wereΒ adopted and effective atΒ 31Β March 2009.
These financial statements have been prepared under the historical cost convention, except for revaluation of certain financial instruments.Β These interim financial statements are presented in Pounds Sterling (Β£), which is also the functional currency of theΒ Company.Β The interim financial statements have not been prepared in accordance with IAS 34.Β
The accounting policies have been applied consistently throughout theΒ CompanyΒ for the purposes of preparation of these interim financial statements. TheΒ Company'sΒ revised accounting polices underΒ IFRSΒ will be published in full in the financial statements for the year endingΒ 30 September 2009.
Financial Assets
Financial assets are divided into the following categories:
β’ loans and receivables
β’ financial assets at fair value through profit or loss
β’ available-for-sale financial assets
Financial assets are assigned to the different categories on initial recognition, depending on the characteristics of the instrument and its purpose. A financial instrument's category is relevant for the way it is measured and whether any resulting income and expense is recognised in profit or loss or directly in equity.Β
Loans and receivables
Generally, Albany Capital recognises all financial assets using settlement day accounting. An assessment of whether a financial asset is impaired is made at least at each reporting date. All income and expense relating to financial assets are recognised in the income statement line item "finance income" or finance costs" respectively. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition these are measured at amortised cost using the effective interest rate method, less provision for impairment. Any change in their value is recognised in profit or loss. Albany Capital's trade and most other receivables fall into this category of financial instruments. Discounting, however, is omitted where the effect of discounting is immaterial.
Significant receivables are considered for impairment on a case-by-case basis when they are past due at the balance sheet date or when objective evidence is received that a specific counterparty will default. All other receivables are reviewed for impairment in groups, which are determined byΒ reference to the industry and region of a counterpartyΒ and other available features of shared credit risk characteristics, if any. The percentage of the write down is then based on recent historical counterparty default rates for each identified group.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or are designated by the entity to be carried at fair value through profit or loss upon initial recognition.Β For listed investments fair value is considered to be market bid price at the date of valuation.
An associate is an entity over which the group is in a position to exercise significant influence, but not control or jointly control, through the financial and operating policy decisions of the investee entity. In accordance with IAS 39, investments are measured at fair value, with changes in fair value recognised in profit and loss in the period which they occur.Β
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that do not qualify for inclusion in any of the other categories of financial assets. Albany Capital's available-for sale financial assets include non-quoted investments.Β Non-quoted investments areΒ stated at fair value, based on appropriate valuation techniques as described in IAS 32.
All other available-for-sale financial assets are measured at fair value, with subsequent changes in value recognised in equity. Gains and losses arising from financial instruments classified as available-for-sale are only recognised in profit or loss when they are sold or when the investment is impaired. In the case of impairment, any lossΒ previouslyΒ recognised in equity is transferred to the income statement. Losses recognised in the income statement on equity instruments are not reversed through the income statement but charged to equity. Losses recognised in prior period consolidated income statements resulting from the impairment of debt securities are reversed through the income statement, if the subsequent increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss.
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Deferred taxation
Deferred tax is the taxΒ expectedΒ to be payable orΒ recoverableΒ on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheetΒ liabilityΒ method. Deferred tax liabilitiesΒ are recognised for allΒ temporaryΒ difference andΒ deferred taxΒ assets are recognised to theΒ extentΒ that itΒ is probable that taxable profits will be available against which deductible temporary difference can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Fee Income
RevenueΒ for transactionΒ and management services are recognised in the accounting period in which the services are rendered, by reference to completion of the specific transaction, assessed on the basis of the actual service provided as a proportion of the total service to be provided.Β
Equity
Share capital is determined using the nominal value of shares that have been issued.
Additional paid-in capital includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from additional paid-in capital, net of any related income tax benefits.
Equity-settled share-based employee remuneration is credited to the shares to be issued reserve until related stock options are exercised.
Retained earnings include all current and prior period results as disclosed in the income statement.
Dividend distributions payable to equity shareholders are included in "other short term financial liabilities" when the dividends are approved in General Meeting prior to the balance sheet date.
3.Β Earnings per shareΒ and net asset value per share
Basic and diluted earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the average number of shares in issue during the year. There were no dilutive instruments in issue for all periods.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
|
6 months toΒ 31 MarchΒ 2009 |
6 months toΒ 31 MarchΒ 2008 |
Year to 30 September 2008 |
|
|
Β£ |
Β£ |
Β£ |
|
|
(unaudited) |
(unaudited) |
(audited) |
|
|
Profit/(loss) after taxΒ |
(3,404,539) |
470,500 |
(847,674) |
|
Weighted average number of shares |
31,560,359 |
31,560,359 |
31,560,359 |
|
Basic and diluted earnings / (loss) per share (pence) |
(10.79) |
1.491 |
(2.69) |
|
============= |
=========== |
========== |
|
Β Β
Net asset value per share
The group's undiluted basic net asset value per ordinary share is based on the net assets of the company at period end and on the weighted average number of shares for the period. There were no dilutive instruments in issue for all periods. Reconciliations of the net asset value and weighted average number of shares used in the calculations are set out below.
|
6 months toΒ 31 MarchΒ 2009 |
6 months toΒ 31 MarchΒ 2008 |
Year toΒ 30 September 2008 |
|
|
Β£ |
Β£ |
Β£ |
|
|
(unaudited) |
(unaudited) |
(audited) |
|
|
Net asset valueΒ |
12,301,471 |
17,662,430 |
15,606,104 |
|
Weighted average number of shares |
31,560,359 |
31,560,359 |
31,560,359 |
|
Basic and diluted net asset value per shareΒ (pence) |
38.98 |
55.9 |
49.45 |
|
============= |
=========== |
========== |
|
4.Β Dividends
The directors do not propose the payment of a dividend for the period.
5.Β Reconciliation of operation profits to cash flows from operations activities
|
6 months toΒ 31 MarchΒ 2009 |
6 months toΒ 31 MarchΒ 2008 |
Year toΒ 30 September 2008 |
|
|
Β£ |
Β£ |
Β£ |
|
|
(unaudited) |
(unaudited) |
(audited) |
Cash flows from operating activities
|
Profit / (loss) after taxation |
(3,404,539) |
448,649 |
(847,674) |
|
Adjustments for: |
|||
|
Depreciation, amortisation and impairment |
2,501 |
1,612 |
4,112 |
|
Taxation recognised in the income statement |
258,657 |
278,667 |
(192,951) |
|
Interest income |
(58,265) |
(379,025) |
(447,073) |
|
Dividend income |
- |
(13,200) |
(33,000) |
|
Investment revaluation in the income statement |
2,882,411 |
(1,035,866) |
746,887 |
|
LossΒ on disposal of subsidiary |
- |
38,134 |
- |
|
Stock based compensation |
99,870 |
203,723 |
314,423 |
|
(Increase)/decrease in trade receivables |
(1,397,291) |
(701,117) |
(224,665) |
|
Increase in trade payables |
(93,474) |
629,653 |
117,685 |
|
---------------------- |
-------------------- |
-------------------- |
|
|
Cash used in operations |
(1,710,130) |
(528,770) |
(562,256) |
Β Β 6.Β Warrants and Further Subscription Rights
AtΒ 31 March 2009, there were 647,500 warrantsΒ in issue with a right to subscribe for one ordinary share of 25p at 62.50p which may be exercised at any time up toΒ 31 December 2010.
AtΒ 31 March 2009, there were 440,000 further subscription rights in issue with the right to subscribe for one ordinary share of 25p at 62.50p which may be exercised at any time up toΒ 31 December 2010.
AtΒ 31 March 2009, the fair value was calculated for the warrants and the further subscription rights using the Black Scholes model. This resulted in a fair value of Β£nil.
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