Crawshaw Group Regulatory News (CRAW)

18 Mar 2008 07:05

Felix Group PLC18 March 2008 18 March 2008 Felix Group Plc Final Results for the 8 Months Ended 31 January 2008 HIGHLIGHTS •Felix announces a change in year end to 31 January 2008 •Felix has focused on its investing strategy since its trading subsidiary, Felix Corporation Limited, went into administration in December 2007 •Felix is announcing today the acquisition of Crawshaw Group Limited which will be classified as a reverse takeover under the AIM Rules - this will form part of a separate announcement. The Company's accounting reference date has been changed from May to January sothat the Company is able to present more up-to-date audited financial statementsahead of pursuing its investing strategy. Therefore, the results for the 8 monthperiod to 31 January 2008 are not directly comparable to the results for the 12months to 31 May 2007. The Company is presenting Company only and not consolidated accounts as, at itsyear end, it had no trading subsidiaries. The pre-tax loss for the 8 months to 31 January 2008 was £26.3m (2007 - £0.4m)and includes a number of exceptional one-off costs and write downs (£25.6m)mainly relating to the administration of Felix Corporation Limited •A full write down of £11.8m in fixed asset investments which represents the cost of the shares acquired in Felix Corporation Limited on Admission to AIM in April 2004. •The impairment of the inter company debtor, due from Felix Corporation Limited, from £13.1m to £0.1m representing the forecast recoverable amount as advised by the Joint Administrators of Felix Corporation Limited. •The costs associated with an aborted transaction were £0.75m. The Company's current cash balance is approximately £2m. The Company presents its full financial results under International FinancialReporting Standards as adopted by the EU (adopted IFRS's) for the first timefollowing publication in February 2008 of its interim results under IFRS for the6 months to November 2007. Chairman's Statement Following publication in February 2008 of its interim results for the six monthsto 30th November 2007 under adopted IFRS's, the Company also reports its fullfinancial results under adopted IFRS's.. The results for the year to 31 May 2007have been restated in accordance with IFRS principles. The results of the trading subsidiary, Felix Corporation Limited have not beenincluded in the financial results of Felix Group plc. As advised in the interimstatement in February, on 10 December 2007 it was announced that following adetailed review of the Group's business model the Company would cease to fundits trading subsidiary, Felix Corporation Limited. It was subsequently announcedthat Felix Corporation Limited had entered administration and David Costley-Woodand Brian Green of KPMG LLP had been appointed joint administrators. Felix Group PLC has divested itself of its trading business and it is now aninvesting company as described below. Under the AIM Rules for Companies published by the London Stock Exchange plc(the "AIM Rules") where a company whose shares are traded on AIM divests itselfof all or substantially all of its trading business activities it will betreated as an "investing company", and is effectively a cash shell. Such acompany must then state its investing strategy going forward and implement itsinvesting strategy, to the satisfaction of the London Stock Exchange plc (the"London Stock Exchange"), within 12 months of Shareholders approving theinvesting strategy. After careful consideration the Board determined that the investing strategywould be to acquire a trading business displaying one or more of the followingcharacteristics: currently and historically profitable, cash generative andcapable of organic growth or growth by acquisition. The Board said it wasintended that any such acquisition would be completed within 12 months from 14thJanuary 2008, the date of the EGM. The Board was aware that if no suchacquisition was completed within this timescale, the London Stock Exchange wouldsuspend the Company's quotation on AIM. To assist the Company in pursuing its investing strategy the Board of Directorshave approved a change to the Company's accounting reference date from May toJanuary. The pre-tax loss for the 8 month period to 31st January 2008 was £26.3m (2007£0.4m) and is made up of a number of exceptional items and write downs (£25.6m),mainly related to the Administration of Felix Corporation Limited as follows: •A write down of £11.8m in fixed asset investments which relates to the cost of the shares acquired in Felix Corporation Ltd on Admission to AIM in April 2004. •The impairment of the debtor due from Felix Corporation Limited, from £13.1m to £0.1m representing the forecast recoverable amount as advised by the Joint Administrators of Felix Corporation Limited. •Aborted Transaction fees of £0.75m. On the 10th December 2007, within the results of our business review, I advised that the Group Board had been in discussions regarding a potential merger with a company operating in the same market sector. There was much synergy between the two companies and the Board believed a merger would have provided opportunities for cost savings and growth. Following due diligence on the company in question, however, the prospective merger was terminated. Post Balance Sheet Events As announced separately today Felix Group PLC have agreed, subject toshareholder approval, to acquire the entire issued share capital of CrawshawGroup Ltd. Richard Rose Chairman Income Statement 8 Months ended 31 January 2008 Note 8 months ended 12 months ended 31 January 2008 31 May 2007 £'000 £'000 Administrative expenses (26,356) (552)(including exceptional one-off items of£25,628,000 - 12 months to 31 May 2007: ----------- -----------£nil)Operating loss (26,356) (552) Finance income 96 116 ----------- -----------Loss before income tax (26,260) (436) Income tax expense - - ----------- -----------Loss for the period attributable toequity shareholders of the Company (26,260) (436) ----------- ----------- Loss per share attributable toequity shareholders of the Company -basic (pence) 2 (11.383)p (0.239)p ----------- ----------- Balance Sheet As at 31 January 2008 31 January 2008 31 May 2007 £'000 £'000Non-current assetsInvestments - 12,040Trade and other receivables - 11,452 ---------- ---------- - 23,492Current assetsTrade and other receivables 137 12Cash and cash equivalents 2,617 482 ---------- ---------- 2,754 494 Total Assets 2,754 23,986 ---------- ---------- Current liabilitiesTrade and other payables (572) (46)Provisions (315) - ---------- ---------- (887) (46) ---------- ----------Net Assets 1,867 23,940 ---------- ---------- EquityShare capital 2,407 1,827Share premium 15,982 12,401Merger reserve - 10,830Retained earnings (16,522) (1,118) ---------- ----------Total equity attributable to equityshareholders of the Company 1,867 23,940 ---------- ---------- These financial statements were approved by the Board on 18 March 2008. Statement of Cash Flows 8 Months ended 31 January 2008 Note 8 months ended 12 months ended 31 January 2008 31 May 2007 £'000 £'000 Cash flows from operating activitiesLoss for the period (26,260) (436)Adjustments for:Impairment of fixed assetinvestments 11,831 -Loss on disposal of investment 100 -Impairment of trade and otherreceivables 12,952 -Interest received (96) (116) ---------- ----------Operating cash flow before movementsin working capital (1,473) (552) Change in trade and otherreceivables (1,625) (4,176)Change in trade and other payables 841 (109) ---------- ---------- Net cashflow from operations (2,257) (4,837)Interest received 96 116 ---------- ----------Net cash from operating activities (2,161) (4,721) ---------- ---------- Cashflows from investing activitiesSale/(purchase) of shares ininvestments 135 (250) ---------- ----------Net cash generated by/(used in)investing activities 135 (250) Cashflows from financing activitiesProceeds from issue of share capital 4,161 5,187 ---------- ----------Net cash generated by financingactivities 4,161 5,187 Net increase in cash and cashequivalents 2,135 216 Cash and cash equivalents and thebeginning of the period 482 266 ---------- ----------Cash and cash equivalents at the endof the period 2,617 482 ---------- ---------- Statement of Changes in Equity 8 Months ended 31 January 2008 Share Share Merger Retained Capital Premium Reserve Earnings Total £000 £000 £000 £000 £000 Balance at 1st June 2006 1,277 7,764 10,830 (968) 18,903 Loss for the period - - - (436) (436)Issue of share options - - - 286 286Share capital issued 550 4,950 - - 5,500Share issue costs - (313) - - (313) ------- -------- -------- -------- --------Balance at 31st May 2007 1,827 12,401 10,830 (1,118) 23,940 Loss for the period - - - (26,260) (26,260)Issue of share options - - - 26 26Share capital issued 580 3,759 - - 4,339Share issue costs - (178) - - (178)Transfer - - (10,830) 10,830 - ------- -------- -------- -------- --------Balance at 31st January 2008 2,407 15,982 - (16,522) 1,867 ======= ======== ======== ======== ======== Notes: Note 1 - Publication of Non Statutory Accounts The financial information set out in this preliminary announcement does notconstitute statutory accounts as defined in Section 240 of the Companies Act1985. The financial information for the year ended 31 January 2008 has been extractedfrom the Company's financial statements to that date, which have received anunqualified auditors' report but have not yet been delivered to the Registrar ofCompanies. Note 2 - Loss per Share The calculation of basic loss per share is based on a loss for the period of£26,260,000 (2007 - £436,000) and on 230,694,469 (2007 - 182,055,486) ordinaryshares, being the weighted average number of ordinary shares in issue during theperiod. Diluted EPS is not separately calculated on the basis that the Company has madea loss in the current and proceeding financial periods. Note 3 - Annual Report and Accounts A copy of the Annual Report and Accounts will be sent to all shareholdersshortly and will also be available from the Company's registered office:Manchester Business Park, 3000 Aviator Way, Manchester M22 5TG. The Annual Report and Accounts will also be published on the Company's websitewww.felixgroupplc.com For further information please contact: Media Enquiries: Tulchan CommsSuzanna Voyle/Celia Gordon-Chute020 7353 4200 Other Enquiries: Investec Investment BankingJames Grace/Martin Smith0207 597 5970 This information is provided by RNS The company news service from the London Stock Exchange