AMBR.L Regulatory News (AMBR)

11 April 2011

AMBRIAN CAPITAL PLC

Final Results

 for the year ended 31 December 2010

Ambrian Capital plc ("Ambrian" or "the Company"), the natural resources investment bank, today announced its final results for the year ended 31 December 2010.

Financial Highlights

·; Total income of £22.65 million (2009: £18.78 million)

·; Profit before tax of £2.90 million (2009: £2.93 million)

·; Net asset value per share of 33.3p as at 31 December 2010 (2009: 33.3p)

·; Basic earnings per share of 1.99p (2009: 2.76p)

·; Final dividend of 0.75p per share recommended taking the full year dividend to 1.50p (2009:1.50p)

Operating Highlights

·; Ranked 1st by number of retained corporate clients in the AIM Basic Materials Sector for the 11th consecutive quarter (Hemscott First Quarter 2011)

·; Raised more than £450 million for corporate clients during the year

·; Ambrian handled 242,449 tonnes of refined copper in 2010 compared to 213,882 tonnes in 2009

·; Strengthened commodities business with entry into physical energy with senior hires and acquisition of biofuels business

Commenting on the results, Lawrence Banks, Chairman of Ambrian, said:

"A strong performance in the second half, driven by our equities business and a significant increase in profits from our investments, improved Ambrian's performance for the full year. Our recent expansion into biofuels and oil trading are good examples of how Ambrian's integrated and complementary client-focused equities and physical metals trading businesses in the natural resources sector offer excellent opportunities to develop and grow the business.

In February 2011, Tom Gaffney resigned as Chief Executive to fulfill family commitments. I would like to thank Tom for his significant contribution to the Company and we wish him every success for the future. We are fortunate to have secured Robert Ashley, who had a distinguished career at NM Rothschild and has a wealth of natural resources expertise, as Chief Executive. We are committed to developing the Ambrian platform so the business can achieve its full potential."

Enquiries

Notes to Editors:

AMBRIAN CAPITAL PLC

Ambrian Capital plc (AIM: AMBR) is a natural resources investment bank active in Commodities, Corporate Finance & Equities and Principal Investments.

Corporate Finance & Equities

Ambrian Partners Limited is known in the market for its leading positions in the metals & mining, oil & gas and cleantech sectors. It provides corporate finance advice, equity research, sales and trading and market making services. Ambrian Partners is a member of the London Stock Exchange and is authorised and regulated by the Financial Services Authority.

Commodities

Ambrian Metals Limited is an independent physical metals supplier with a particular strength in refined copper. Through Ambrian Metals' offices in London and Shanghai and agents in New York, Santiago, São Paulo, Seoul and Tokyo, it sources non-ferrous metals from producers for distribution to an international client base of metals consumers and merchants.

Ambrian Energy Limited is a physical energy trading company focused on the supply of biofuels, crude oil and fuel oil. Ambrian Energy deploys agents in Turkey, Azerbaijan, the Middle East, South Africa, USA, Korea and Australia/New Zealand. Ambrian Energy is the founder and manager of Strategic Energy Assurance Limited, a company focused on the needs of governments' strategic petroleum reserves.

Principal Investments

Ambrian Principal Investments Limited is an investment company which holds the Group's principal investment portfolio. It is managed by Ambrian Asset Management Limited, which is authorised and regulated by the Financial Services Authority.

Further information on Ambrian is available on the Company's website: www.ambrian.com

CHAIRMAN'S REPORT

Ambrian made further progress in 2010 in developing its integrated and complementary business model providing value-added services to the natural resources sector.

Ambrian has built enviable market positions in the London natural resources capital markets. We raise capital for companies exploring and developing natural resources, we market their production and we make principal investments in their businesses. Good progress has been made to strengthen our position in commodity markets, notably expanding into biofuels and oil trading.

Despite difficult markets, we have maintained a strong financial position. Swift action was taken to refocus the equities business on our core sector of natural resources where we have compelling and sustainable competitive advantage. This led to a very sharp turnaround in the financial performance of Ambrian Partners in the second half of 2010.

In February 2011, Tom Gaffney resigned as Chief Executive to fulfill family commitments. Tom was instrumental in Ambrian's development, and the Board and I thank him for his contribution to the business and wish him well for the future.

We are fortunate to have secured Robert Ashley as Chief Executive. Rob had a distinguished career at NM Rothschild and has a wealth of experience in the natural resources sector. He brings an experienced leadership to grow our business and develop the Ambrian platform so the business can achieve its full potential.

We are also delighted to welcome Julian McIntyre to the Board; Julian has a financial markets background, is a successful entrepreneur and is a principal of MWB Capital which is a significant shareholder in Ambrian.

I also take this opportunity to extend our thanks to the staff for their support and considerable efforts throughout the year.

Financial Review

Total income was £22.65 million in 2010 up 20.6% from £18.78 million in 2009.

Profit before tax was £2.90 million in 2010 compared to £2.93 million in 2009.

Basic earnings per share were 1.99p in 2010 compared to 2.76p in 2009.

The Corporate Finance & Equities division reported revenue of £9.78 million in 2010 compared to £8.95 million in 2009. The division experienced a very strong second half 2010 performance with revenue of £7.06 million, up 260% from £2.72 million in the first half of 2010.

Our Investment portfolio, principally held through Ambrian Principal Investments Limited ("APIL") showed excellent performance with gains of £4.09 million in 2010, an increase of 222% on the £1.27 million gains generated by the Group's principal investments in 2009.

The commodities physical metals division saw tonnage volume of refined copper rise 13.4% to 242,449 tonnes in 2010 compared to 213,882 tonnes in 2009. The increased volumes were offset by lower premiums that left profitability steady at £2.57 million (2009: £2.69 million).

The commodities energy business had an impressive start, reporting revenues of £1.34 million for its short first trading period to the end of 2010.

The commodities futures and options business reported a higher gross profit of £0.36 million in 2010 compared to £0.22 million in 2009.

Administrative expenses were £19.75 million in 2010 compared to £15.86 million in 2009. This increase included circa £1m of costs incurred during 2010 by Ambrian Partners associated with the non-natural resources stockbroking activities which we abandoned; in addition, there were incremental costs associated with growth initiatives including the physical energy business.

Remuneration expenses, before share-based payment charges, were £10.73 million in 2010 (2009: £9.85 million) of which (i) £8.18 million was represented by salaries, employers' national insurance and benefits (2009: £6.53 million) and (ii) £2.52 million represented a provision for year-end profit-related bonuses (2009: £3.33 million). The ratio of total remuneration expenses (excluding share-based payment charges) to total income was 49.7% for 2010 (2009: 52.5%). Share-based payment charges in 2010 were £0.52 million compared to £1.08 million in 2009.

Total headcount as at 31 December 2010 stood at 78, an increase of 5 (principally in Commodities) in 2010. Of the headcount, 45 are in the Corporate Finance and Equities business and 33 in Commodities activities.

Statement of Financial Position

Shareholders' Equity

Shareholders' equity was £32.82 million at 31 December 2010 compared to £32.43 million at 31 December 2009.

Net asset value per share was 33.3p and tangible net asset value per share was 31.1p decreasing by 0.68% and 0.30% respectively from 31 December 2009. Net asset value per share and tangible net asset value per share are based on 98,542,909 ordinary shares, being the weighted average number of ordinary shares outstanding in 2010 (excluding Treasury shares and shares held by the Ambrian Capital Employee Benefit Trust).

The aggregate regulatory capital requirement for the Group's regulated subsidiaries was £4.10 million at 31 December 2010 (2009: £4.05 million). Aggregate regulatory resources of the regulated subsidiaries were £17.60 million (2009: £16.14 million).

Liquidity

Cash and cash equivalents were £31.12 million at 31 December 2010 compared to £37.43 million at 31 December 2009.

The Group's own cash resources, net of amounts due to clients totalled £18.97 million at 31 December 2010 compared to £23.77 million at 31 December 2009. This change results principally from the working capital contribution to our physical energy business and the increase in the investment portfolio managed by Ambrian Asset Management Limited ("AAM").

At 31 December 2010, the Group had access to uncommitted trade finance facilities exceeding $320 million (31 December 2009 : $200 million) which provide short term finance capacity to support the growth of the physical commodities businesses. Ambrian Metals benefits from the strong support of its bankers, with existing providers of these short term borrowings increasing their limits and a number of new banks providing credit lines during the year. The principal providers of trade finance are BNP Paribas, Standard Chartered Bank, Standard Bank, ING, Rabobank, Credit Suisse, BCV and UBS.

Working Capital

The growth of Ambrian's physical commodities business, with increased tonnage volumes and higher commodity prices resulted in larger working capital requirements. Some of our inventory is financed by the use of short term borrowings which are refinanced by sale and repurchase agreements (repos). Both the asset and liability relating to these repos are recognised in our balance sheet. These factors and the commencement of trading in our physical energy business, explain the substantial expansion in our balance sheet.

Inventory levels increased to £225.27 million at 31 December 2010 compared to £58.55 million at 31 December 2009. 67% of inventory comprised pre-sold material in transit with the metal price risk on the inventory fully hedged reflecting prevailing competitive market conditions, the Group's inventory days unsold increased to 24 days in 2010 compared to 15 days in 2009.

Trade receivables increased to £87.22 million as at 31 December 2010, compared to £38.75 million as at 31 December 2009.

Prepayments and accrued income rose to £194.56 million as at 31 December 2010 from £134.48 million as at 31 December 2009. Prepayments and accrued income mainly consisted of sales of physical commodities that will be realised in 2011.

Trade and other payables mainly consist of accruals and deferred income in respect of purchases of physical commodities that have been contracted but not paid for (2010: £204.47 million, 2009: £132.00 million) and trade payables (2010: £31.11 million, 2009 £21.46 million). Excluding the fair value losses/gains, the trade and other payables and accrued liabilities days were 24 days in 2010 compared to 20 days in 2009.

Short term borrowings, providing trade finance facilities to the Commodities businesses, amounted to £177.85 million (2009: £85.59 million). In addition, there was £82.36 million outstanding as at 31 December 2010 under repos.

Business Review

Corporate Finance & Equities

Our equities business is committed to providing client-focused financial advisory services to companies operating in the mining, oil & gas and cleantech sectors.

Corporate Finance

Ambrian is the recognised leader in the AIM Basic Metals Sector. For the 11th consecutive quarter, we were ranked first by number of retained corporate clients in the Hemscott First Quarter 2011 AIM Advisers Rankings Guide.

Ambrian is focused on providing corporate finance advisory services to a select group of retained Nomad and/or Corporate Broking clients, with quality assets and management teams, and growth potential. Retained corporate broking clients include the best performing mining share on AIM in 2010 (Condor Resources plc) and two of the top three best performing AIM oil & gas shares in 2010 (Chariot Oil & Gas Limited and Nautical Petroleum Limited).

At 31 December 2010, Ambrian Partners had 33 retained corporate clients compared to 32 at 31 December 2009. Ambrian's retained quoted clients had an average market capitalisation of £178.6 million at 31 December 2010 compared to the average market capitalisation of an AIM-listed company at that date of £66.3 million.

Capital Markets

In 2010, Ambrian strengthened its reputation for bringing attractive companies to the London market. In 2010, Ambrian was involved in 20 transactions including 16 where new capital in excess of £450 million was raised, including the following:-

·; Kalahari Minerals plc's £41.8 million equity offering

·; Nautical Petroleum plc's £30.4 million equity offering

·; Oilex Limited's £6 million equity offering

·; Tiger Resources Limited's A$21.9 million equity offering

·; Archipelago Resources plc's two equity offerings raising a total of £58 million

·; Aurelian Oil & Gas plc's £98.0 million secondary offering

Equities

During early 2010, efforts were made to diversify the equities business; however, in an over-supplied stockbroking environment it was quickly recognised that the costs of investing further capital in non-core sectors would result in continuing cash outflows. The decision was swiftly taken, therefore, in July 2010 for Ambrian to focus on its core strengths in natural resources.

Our sectoral strength was again affirmed with the equities team ranked second overall in the UK small-cap metals and mining sector in the 2010 Thomson Reuters Extel Survey.

The business also benefitted from the continued strength in the shares of companies exposed to commodities prices. The FTSE AIM Basic Resource Index rose by 90.1% in 2010 compared to growth of 42.7% in the broader AIM market.

Ambrian made further progress during the year in improving research-driven brokerage revenue. In 2010, revenue from brokerage commissions and commission sharing arrangements (CSAs) increased by 53.7%.

Ambrian makes markets in the shares of 47 companies which contributes to the provision of liquidity in our "house stocks". Equity market making was profitable in 2010 and generated revenue of £1.24 million compared to £1.49 million in 2009.

Commodities

Ambrian's commodities businesses are focused on the sourcing and supply of metals globally (Ambrian Metals Limited) and trading physical energy products (Ambrian Energy GmbH). Both companies have well-developed franchises in their respective products. Ambrian Energy has also established a base and positioned itself for early growth in fossil fuel products.

Ambrian Metals

Ambrian has become a recognised independent refined copper trader with a particular focus on LME grade copper cathode and copper wire-rod.

In 2010, Ambrian handled 242,449 tonnes of refined copper compared to 213,882 tonnes in 2009.

With offices in London and Shanghai, and a network of agents in New York, Santiago, Sao Paulo, Seoul and Tokyo, Ambrian's direct presence in local markets enables us to provide a value-added service in the flow of metals by integrating sourcing and sales of copper on a global basis. We source copper from mines, refiners and wire-rod manufacturers located in Brazil, Chile, India, Japan, Kazakhstan, Russia and Zambia, offering them cost-effective marketing, logistical and financing services and spot and long-term sales.

For copper consumers, Ambrian provides a reliable and flexible source of metal. Our independence from metals producers ensures that we are objective in matching customer needs in terms of quantity, specifications, financial terms and delivery schedule. Approximately 24% of Ambrian's tonnage volume in 2010 was sold to customers in the Middle East and 64% was sold to Chinese customers, with the balance taken up by customers in Europe and North America.

Ambrian generates its revenue at the margin taking into account the location and quality of the product shipped. Hedges are put in place to minimise exposure to underlying benchmark metals price fluctuations.

Copper premiums were highly volatile during 2010 reflecting varying supply and demand equations for physical supplies throughout the world. Copper premiums on CIF (Cost, Insurance and Freight) to Shanghai rose to a high of $120/tonne in March 2010 when the copper price averaged $7,460/tonne and ended the year at $40/tonne with a year end 2010 copper price of $9,600/tonne.

In the Middle East, demand for copper at the start of 2010 was muted as surplus inventory remaining from the second half of 2009 was consumed. Demand for copper has since recovered with copper premiums ranging between $80 and $100/tonne at the end of 2010 depending on quality.

The spot market for copper in North America remained subdued throughout 2010 as consumers made their purchases under their long-term contracts or swapped copper cathode for high grade scrap being put on to the spot market due to the high copper price.

In a competitive environment, Ambrian was able to increase its tonnage volume by 12.7% in 2010 but experienced downwards pressure on gross profit margin per tonne compared to the exceptionally high gross profit per tonne achieved in 2009. In 2010, the gross profit per tonne averaged $33.7/tonne compared to an average of $44.1/tonne for 2009.

Ambrian Energy

During the second half of 2010, Ambrian entered the physical energy products market with the acquisition of the physical biofuels business of the Masefield Group, which operates as Ambrian Energy GmbH. Its head office is in Hamburg and it has a representative office in Singapore.

Ambrian attaches great importance to ecological concerns and sustainability requirements. We are a member of the Roundtable on Sustainable Palm Oil ("RSPO"), an organisation that promotes the growth and use of sustainable palm oil. All PME sold into the EU must meet ISCC certification of sustainability as from the start of 2011. Ambrian Energy has been granted a certificate of compliance with ISCC (International Sustainability & Carbon Certification).

The growth in demand for biofuels in Europe is driven by the EU Renewable Energy Directive (RED) 2009/28/EC which set a 10% target for energy from renewable sources for road transport by 2020. In 2010, it was estimated that 5.1% of energy used for road transport was from renewable sources.

Ambrian Energy supplies a European client base with bio-diesel and other renewable fuels. Price risk is substantially hedged through the use of futures and swap contracts. The major focus of the business is on Palm Methyl Ester ("PME") and we also trade Rapeseed Methyl Ester ("RME"), Soybean Methyl Ester ("SME") and blends of all three. The business leases 10,000 tonnes of bio-diesel storage capacity in Ghent, Belgium which enables us to blend bio-diesel feedstock to meet customer specifications.

From start-up of the business, Ambrian Energy has supplied, through spot transactions, a number of major European customers with a range of bio-diesel products. We have also contracted with a number of major South East Asian producers of PME.

The goal for Ambrian Energy is to become one of the top five PME suppliers to the European bio-diesel market.

The skills and delivery infrastructure of Ambrian Energy have also been applied to establish a platform for developing a physical crude oil and refined products business. We have recruited a small team of traders and have put in place a network of agents in Turkey, Austria, USA, South Africa, Korea and New Zealand. We have already secured an exclusive off-take contract for crude oil and refined products from a major oil producing nation which we anticipate to commence shipments during 2011. We are looking at several avenues to develop this business.

Ambrian Commodities

Towards the end of the year we decided to withdraw from the LME futures & options brokerage business to focus on trading physical metals and physical energy products which we believe offer greater growth potential and higher returns on capital. On 7 April 2011, we announced the disposal (conditional, inter alia, upon the approval of the Financial Services Authority) of our investment in Ambrian Commodities Limited for a net consideration equivalent to its book cost.

Asset Management

The total value of the Group's investment portfolio at 31 December 2010 was £5.93 million, compared to £2.53 million at 31 December 2009. The investment portfolio includes the Group's principal investment in Consolidated General Minerals Limited which was acquired in late 2010.

At the beginning of 2010, substantially all of the Group's investment portfolio was consolidated into Ambrian Principal Investments Limited ("APIL") which is actively managed by Ambrian Asset Management Limited ("AAM"), a wholly-owned FSA authorised investment manager. APIL's investment objective is to apply our familiarity and expertise in the natural resources sector to produce superior investment returns by investing in a portfolio of equities and derivatives in mining and energy companies.

APIL commenced with an investment portfolio of £2.53 millon in January 2010, to which was added a cash contribution of £0.47 million. The portfolio returned a gross profit of £3.35 million out of which fund overheads and performance fees (payable to AAM) amounted to £0.7 million, producing a net result of £2.65 million. This represents a net asset per share performance of 88.4% compared to its benchmark of 49.3%. The benchmark comprises 33.3% gold price (in sterling), 33.3% oil price (in sterling) and 33.3% AIM Basic Resources Index.

At 31 December 2010, APIL had 24 holdings, the three largest being Tiger Resources Limited (valued at £0.54 million), Fire River Gold (valued at £0.51 million) and Hummingbird Limited (valued at £0.44 million).

The unlisted investments were valued at £0.71 million at 31 December 2010, compared to £0.16 million at 31 December 2009.

Dividend

The Board is recommending a final dividend of 0.75p per share, which will be paid on 24 June 2011 to shareholders on the register at 27 May 2011. This would take the total dividend for the year to 1.50p per share.

Outlook

Whilst the economic climate continues to be uncertain and volatile, the longer term outlook for the natural resources sector remains positive. China remains a key driver and its GDP growth appears well maintained in excess of 7% per annum.

These factors present Ambrian with both opportunities as well as challenges, and we are convinced that our strength of expertise in the natural resources sector and experienced staff will stand us in good stead in growing our business in the future.

This is an exciting phase in the growth of Ambrian. We believe that there will be opportunities to add new staff and services in complementary areas of activity and to further strengthen our leading position in the natural resources equities business.

Lawrence Banks

Chairman

8 April 2011

AMBRIAN CAPITAL PLC

FINANCIAL STATEMENTS FOR THE YEAR ENDED

31 DECEMBER 2010

Consolidated statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of changes in equity

Consolidated cash flow statement

Notes to the condensed consolidated financial statements

1. Basis of preparation

The financial information set out in this announcement does not constitute the Group's statutory accounts for the years ended 31 December 2010 or 2009 but is derived from those accounts. Statutory accounts for 2009 have been delivered to the Registrar of Companies, and those for 2010 will be delivered in due course.

The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain statements under section 498 (2) or (3) of the Companies Act 2006. The results for the year ended 31 December 2010 were approved by the Board of Directors on 8 April 2011 and are audited.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs) as endorsed for use in the European Union, this announcement does not itself contain sufficient information to comply with IFRSs. The Group expects to publish full financial statements that comply with IFRSs in May 2010.

2. Cash at bank and in hand

Cash and cash equivalents includes amounts of £12,149,805 (2009 - £13,463,398) held as deposits on trading positions and on behalf of third parties.

Within the above amounts held as deposits on trading positions, there is a restriction in the use of £1,029,509 (2009: £4,203,770) cash to the extent that contracts for the future physical delivery of metals move to a liability position due to adverse market price movements. Where the bank has a potential exposure in connection with that liability it has the right to withhold repayment of these cash deposits. This relates to the business of Ambrian Metals Limited.

3. Earnings per share

The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year, excluding shares held in the Employee Benefit Trust on 31 December 2010 of 8,383,899 (2009: 10,326,197) and Treasury shares 31 December 2010 of 4,500,058 (2009: 4,382,058).

The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares on the assumed conversion of all dilutive options.

Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.

4. Non-controlling interest

The non-controlling interest disclosed in the statement of comprehensive income and statement of financial position represents a 20% minority interest in Ambrian Resources AG held by shareholders other than Ambrian Capital plc.

Ambrian Resources AG, a private equity business, was established in February 2010 in partnership with a team of three former executives from Glencore who hold 20% of the share capital of the company.

Copies of the 2010 Report and Financial Statements will be posted to shareholders in due course. Copies of this announcement are available from the Company at Old Change House, 128 Queen Victoria Street, London, EC4V 4BJ.