14 Oct 2008 07:00
14th October 2008
Crawshaw Group PLC (Formerly Felix Group PLC)
Interim Results for the six months ended 31st July, 2008
Highlights
Sales £7.2m for the 26 weeks to 31 July 2008 (£4.1m for the 15 weeks to 31st July 2007*)
Like for like sales from all retail outlets have strengthened over the period, +2% for the half year, and continue to strengthen.
Operating profit of £360k for the half year, before exceptional costs associated with the reverse acquisition of £1,449k, (see note 3 to the accounts).
Profit comparison to last year not meaningful due to other one off and exceptional costs, both this half year and last.
Cash balance at half year end £1,882k. Strong operating cash flow.
Recent rebranding exercise at two existing outlets very successful
First new store opened in late July and is performing very well. Second new store opened in early October with initial performance extremely positive.
Three further stores to be opened in the fourth quarter and others planned for 2009.
Chairman's Statement - Interims 31st July, 2008.
Since the reverse acquisition of Crawshaw Group Ltd (renamed Crawshaw Holdings Ltd) and the share subscription of £4 million in April 2008 I am delighted by the Groups' business performance to date.
Trading has strengthened as our wide and varied product offer continues to be popular with our customers - good quality food, available locally and at a value price is an ideal combination in the current economic climate.
It is difficult to make useful comparisons when comparing our performance for the half year under review as compared to the similar period during the prior year. As was explained in the admission document which was dated April 2008, there were a number of one off costs during the prior year and during the half year under review the business incurred significant exceptional costs, largely to do with the refinancing, as well as additional recurring costs in order to ensure that systems and processes were sufficiently robust to support the roll out of additional stores.
Existing Outlets:
Turnover
Since the reverse acquisition in April, sales have strengthened in all retail areas of the business. For the period February to mid April 2008, cumulative like for like sales at Markets, Stores and Mart were running at -7%, +1% and -8% respectively, (total -2%). For the period mid April to July 2008 they had strengthened to +1%, +3% and +2% respectively, (total +3%). Wholesale sales were slightly down during the period reflecting an increasing focus on the utilisation of product through our own, rather than 3rd party, channels.
Margin
Our retail pricing is competitive, offering our customers exceptional value for money which is made possible by our vertically integrated business model. Rapidly rising meat prices during May put pressure on our gross margins for a 6 week period but we were able to pass the increases on and gross margins have since been restored. We continue to offer our customers exceptional value for money.
New Outlets:
The admission document referred to the key growth opportunity for the business being the potential to open more stores, replicating the current successful format. Accordingly our first new store since admission was opened during late July 2008 in Retford Nottinghamshire and has been a resounding success. Turnover and margin are in line with our expectations and the capital investment will take less than two years to pay back. With no pre marketing or advertising, the new store demonstrated a very short maturity curve by, from its first day trading at a level that, if it is sustained, would delight us long term.
Our store in Meadowhall closed in July 2008 as the landlord took back the site for redevelopment.
Post half year end events and current trading.
Our second new store opened at the beginning of October 2008 in Castleford, WestYorkshire. Performance for the 2 weeks to date is extremely positive and indicates another successful store opening.
Leases for three other stores have now been signed up in Chesterfield, Mansfield and Huddersfield and all are expected to open in the coming weeks. This will bring the total of new stores opened during 2008 to five.
We have already identified a sixth new site which will open early in 2009 and we plan to continue opening new stores at the maximum rate that the business can prudently handle.
Since the half year end sales have continued to strengthen in all retail areas of the group. Like for like sales for the last 10 weeks are up 4 %, September being up 5%.
Brand
We have recently started to trial the potential impact of a major rebranding of our current stores, mart and market locations. The aim is (i) to generally strengthen our brand as we grow and (ii) to ensure that our quality and value message is relevant and strong in today's retail trading environment and so that the Company maximises its potential.
Our first existing location to be rebranded has since seen a 27% uplift in sales which is extremely encouraging as the increase in performance should pay back the cost of the rebranding exercise in just a few weeks. The improved result is a consequence of increased footfall as more customers notice our presence. We have subsequently rebranded a second existing site which has seen a 15% uplift in sales. We are now planning to roll the re-branding out to further stores over the coming weeks although we expect a more modest uplift in sales when applied across the whole store portfolio.
The only significant area of our operation where we are behind plan is in the timing of our new store opening program. Back in April 2008 we had planned to begin opening new stores in May. The property market however was softening rapidly then and so we took the view that a little patience would result in better deals - and this has since proved to be the case. We were also formulating plans for the re-branding referred to above and decided to delay the opening of Retford so that it could carry the new image. Again, this proved to be a successful decision. We plan to compensate for the slower than expected start by accelerating our new store timetable for the remainder of this year and into next subject to utility capacity and planning restraints at each individual site.
Outlook
Our value food proposition and local presence is a perfect formula in the current economic environment. Given the strengthening performance from our existing business and the positive results from our new store openings and rebranding exercise the Board remains very optimistic about our prospects for growth in the future.
Richard Rose
Chairman
| CHIEF FINANCIAL OFFICER'S REPORT | | | | | ||||
| | | | | | | | | |
| Following the reverse acquisition of Crawshaw Group Ltd in April 2008 and the subsequent £4m | ||||||||
| raised via the share subscription, I am very pleased with the financial progress of the business to | ||||||||
| date. Adjusting for the transaction costs, underlying operating cash flows remain strong, the | ||||||||
| balance sheet is robust and the business is ideally positioned for its expansion. The business has | ||||||||
| incurred the planned additional overhead costs in the period to ensure that systems and | ||||||||
| processes are sufficiently robust to allow the group to proceed with its plans for rapid expansion. | ||||||||
| | | | | | | | | |
| Reverse acquisition accounting | | | | | | |||
| | | | | | | | | |
| On the 11th of April 2008 Crawshaw Group Ltd was acquired by the cash shell Felix Group plc in a | ||||||||
| "reverse takeover". The accounting rules surrounding a reverse acquisition are complex and | ||||||||
| detailed and have crystallised various exceptional items in the period under review. Under IFRS 3 | ||||||||
| Crawshaw Group Ltd is deemed the acquirer and as such all comparatives have been restated to | ||||||||
| show that this was always the case. The restatement of both the balance sheet and income | ||||||||
| statement comparatives has resulted in less meaningful direct comparisons with prior periods as | ||||||||
| both the half year and full year comparatives are based on the 15 weeks and 41 weeks from 15th | ||||||||
| April 2007 respectfully, this being the date of the original acquisition of Crawshaw Butchers Ltd by | ||||||||
| Crawshaw Group Ltd. Following the reversal Crawshaw Group Ltd changed its name to Crawshaw | ||||||||
| Holdings Ltd and Felix Group plc assumed the name Crawshaw Group plc. | | | ||||||
| | | | | | | | | |
| Exceptional items | | | | | | | ||
| | | | | | | | | |
| With reference to note 3 in the financial statements, exceptional items were incurred in both the | ||||||||
| period ended 31st January 2008 and 31st July 2008. The exceptional items in the current reporting | ||||||||
| period relate to transaction costs related to the reverse takeover (£1,050k), renegotiating | ||||||||
| new bank facilities following the reverse takeover (£184k) and impairment of goodwill (£215k). | ||||||||
| Per note 6 in the financial statements the goodwill represents the excess of consideration over | ||||||||
| net assets acquired, under IFRS3 this is deemed to be as if Crawshaw Group Ltd was the | ||||||||
| acquirer. As Felix Group plc was a non trading cash shell at the time of the acquisition the | ||||||||
| directors have deemed that a full impairment of this goodwill balance be made. | | |||||||
| | | | | | | | | |
| Adjusting for the exceptional items above would result in an operating profit of £360k and | ||||||||
| adjusted earnings per share of 1p for the reporting period. | | | | |||||
| | | | | | | | | |
| Summary | | | | | | | | |
| | | | | | | | | |
| Following a period of consistent performance in its existing units and planned investment in | ||||||||
| processes and systems, the business is now in an ideal position to realise its roll out potential | ||||||||
| which has started with the opening of new stores in Retford and Castleford. | | |||||||
| | | | | | | | | |
| Andrew Richardson | | | | | | | ||
| Chief Financial Officer | | | | | | | ||
| CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT | ||||||||
| FOR THE 6 MONTHS ENDED 31/7/2008 | ||||||||
| Unaudited | Audited | Unaudited | ||||||
| 31.7.08 | 31.1.08 | 31.7.07 | ||||||
| Note | £000 | £000 | £000 | |||||
| Revenue | 2 | 7,169 | 11,339 | 4,080 | ||||
| Cost of sales | (4,132) | (6,453) | (2,326) | |||||
| Gross profit | 3,037 | 4,886 | 1,754 | |||||
| Other income | 6 | 105 | 30 | |||||
| Administrative expenses | ||||||||
| Before exceptional items | (2,683) | (4,036) | (1,480) | |||||
| Exceptional refinancing costs | 3 | (1,449) | (126) | - | ||||
| Operating (loss) / profit | (1,089) | 829 | 304 | |||||
| Finance income | 36 | 20 | 12 | |||||
| Finance expenses | (125) | (410) | (145) | |||||
| Net finance expense | (89) | (390) | (133) | |||||
| Share of profit of equity accounted investees (net of tax) | - | 19 | - | |||||
| (Loss) / Profit before income tax | (1,178) | 458 | 171 | |||||
| Income tax expense | 4 | (5) | (161) | - | ||||
| (Loss) / Profit for the period | (1,183) | 297 | 171 | |||||
| Attributable to: | ||||||||
| Equity holders of the Company | (1,183) | 297 | 171 | |||||
| Basic and diluted earnings per ordinary share | 5 | (2.9p) | 1.1p | 0.7p | ||||
| CONDENSED CONSOLIDATED INTERIM BALANCE SHEET | ||||||||
| AT 31/7/2008 | ||||||||
| Unaudited | Audited | Unaudited | ||||||
| 31.7.08 | 31.1.08 | 31.7.07 | ||||||
| ASSETS | Note | £000 | £000 | £000 | ||||
| Non Current Assets | ||||||||
| Property, plant and equipment | 2,517 | 2,319 | 2,394 | |||||
| Intangible assets - goodwill and related | ||||||||
| acquisition intangibles | 6 | 7,737 | 7,755 | 7,761 | ||||
| Investment in equity accounted investees | 96 | 96 | 3 | |||||
| Total Non Current Assets | 10,350 | 10,170 | 10,158 | |||||
| Current Assets | ||||||||
| Inventories | 491 | 277 | 258 | |||||
| Trade and other receivables | 623 | 235 | 336 | |||||
| Cash and cash equivalents | 1,882 | 531 | 271 | |||||
| Total Current Assets | 2,996 | 1,043 | 865 | |||||
| Total Assets | 13,346 | 11,213 | 11,023 | |||||
| EQUITY | ||||||||
| Share capital | 4,500 | 2,407 | 2,404 | |||||
| Share premium | 19,363 | 15,982 | 15,982 | |||||
| Reverse acquisition reserve | (16,103) | (16,349) | (16,346) | |||||
| Capital contribution reserve | 120 | 120 | - | |||||
| Retained earnings | (849) | 297 | 171 | |||||
| Total Equity | 7 | 7,031 | 2,457 | 2,211 | ||||
| LIABILITIES | ||||||||
| Non Current Liabilities | ||||||||
| Other payables | - | 9 | - | |||||
| Interest bearing loans and borrowings | 840 | 6,150 | 6,592 | |||||
| Deferred tax liabilities | 397 | 392 | 236 | |||||
| Total Non Current Liabilities | 1,237 | 6,551 | 6,828 | |||||
| Current Liabilities | ||||||||
| Trade and other payables | 2,088 | 1,373 | 1,164 | |||||
| Tax payable | (13) | 119 | 91 | |||||
| Interest bearing loans and borrowings | 3,003 | 713 | 729 | |||||
| Total Current Liabilities | 5,078 | 2,205 | 1,984 | |||||
| Total Liabilities | 6,315 | 8,756 | 8,812 | |||||
| Total Equity and Liabilities | 13,346 | 11,213 | 11,023 | |||||
| CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENT | ||||||||
| FOR THE 6 MONTHS ENDED 31/7/2008 | ||||||||
| Unaudited | Audited | Unaudited | ||||||
| 31.7.08 | 31.1.08 | 31.7.07 | ||||||
| £000 | £000 | £000 | ||||||
| Cash flows from operating activities | ||||||||
| (Loss) / Profit before tax | (1,178) | 458 | 171 | |||||
| Adjustments for: | ||||||||
| Share based payments charge | 37 | - | - | |||||
| Depreciation of property, plant and equipment | 100 | 176 | 54 | |||||
| Amortisation of intangible assets and goodwill impairment | 233 | 6 | - | |||||
| Loss / (Profit) on sale of property, plant and equipment | 13 | (2) | 1 | |||||
| Net financial charges | 89 | 390 | 133 | |||||
| Share of profit of equity accounted investees (net of tax) | - | (19) | - | |||||
| Movement in trade and other receivables | (388) | 27 | (336) | |||||
| Movement in trade and other payables | 606 | 433 | 1,187 | |||||
| Movement in inventories | (214) | (33) | (258) | |||||
| Cash generated from operations | (702) | 1,436 | 952 | |||||
| Interest paid | (104) | (278) | (145) | |||||
| Tax paid | (132) | (294) | - | |||||
| Net cash generated from operating activities | (938) | 864 | 807 | |||||
| Cash flows from investing activities | ||||||||
| Purchase of property, plant and equipment | (311) | (80) | (2,560) | |||||
| Acquisition of subsidiary, net of cash acquired | 1,584 | (6,889) | - | |||||
| Dividend received | - | 5 | - | |||||
| Interest received | 36 | 20 | 12 | |||||
| Net cash generated by / (used in) investing activities | 371 | (6,080) | (1,741) | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from issue of share capital | 4,000 | 2,012 | 2,012 | |||||
| Net (repayment) / issue of loans | (3,020) | 4,599 | - | |||||
| Net cash generated from financing activities | 1,351 | 531 | 271 | |||||
| Net change in cash and cash equivalents | ||||||||
| Cash and cash equivalents at start of period | 531 | - | - | |||||
| Cash and cash equivalents at end of period | 1,882 | 531 | 271 | |||||
| NOTES | ||||||||
| 1. BASIS OF PREPARATION | ||||||||
| BASIS OF PREPARATION | ||||||||
| This unaudited interim financial information is for the 6 month period ending 31 July 2008 and is | ||||||||
| prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and under | ||||||||
| the historical cost convention. | ||||||||
| The comparative figures for the financial year ended 31 January 2008 are not the company's | ||||||||
| statutory accounts for that financial year. Those accounts have been reported on by the | ||||||||
| company's auditors and delivered to the registrar of companies. The report of the auditors was | ||||||||
| (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 a | ||||||||
| statement under section 237(2) or (3) of the Companies Act 1985. | ||||||||
| INTERIM FINANCIAL INFORMATION | ||||||||
| The interim financial information for the 6 month period ended 31 July 2008 has not been audited | ||||||||
| but has been reviewed by the auditors. Their review report for the 6 month period ended 31 July | ||||||||
| 2008 is set out on page 17. Figures for the 6 month period ended 31 July 2007 are extracted from | ||||||||
| the Company's financial records for the period ended 31 July 2007. The financial statements for | ||||||||
| the year ended 31 January 2008 have been reported on by the company's auditors and delivered | ||||||||
| to the registrar of companies. The report of the auditors was (i) unqualified (ii) did not include a | ||||||||
| reference to any matters to which the auditors drew attention by way emphasis without | ||||||||
| qualifying their report, and (iii) did not contain a statement under section 237(2) or (3) of the | ||||||||
| Companies Act 1985. | ||||||||
| SIGNIFICANT JUDGEMENTS, KEY ASSUMPTIONS AND ESTIMATION UNCERTAINTY | ||||||||
| The preparation of interim financial statements in conformity with adopted IFRS requires | ||||||||
| management to make judgements, estimates and assumptions that affect the application of | ||||||||
| policies and reported amounts of assets and liabilities, income and expenses. The estimates and | ||||||||
| associated assumptions are based on historical experience and various other factors that are | ||||||||
| believed to be reasonable under the circumstances, the results of which form the basis of | ||||||||
| making the judgements about carrying values of assets and liabilities that are not readily | ||||||||
| apparent from other sources. Actual results may differ from these estimates. | ||||||||
| GOING CONCERN | ||||||||
| The Group has in place borrowing facilities up to a maximum of £6,342,690. These facilities | ||||||||
| are subject to financial performance covenants. They consist of a mortgage of £840,000, loan notes | ||||||||
| totalling £3,002,690 and a loan facility of £2,500,000 which has not been used to date. | ||||||||
| The board has prepared a working capital forecast based upon assumptions as to trading and has | ||||||||
| concluded that the Group has adequate working capital, will meet the financial performance | ||||||||
| covenants and that therefore it is appropriate to use the going concern basis of preparation for | ||||||||
| this financial information. | ||||||||
| CONSOLIDATION | ||||||||
| Crawshaw Group plc acquired all the equity and financial instruments of Crawshaw Group | ||||||||
| Limited on 11th April 2008. Crawshaw Group Limited was the significantly larger merger partner | ||||||||
| and in line with IFRS 3 is deemed to be the acquirer of the group. Consequently the business | ||||||||
| combination has been treated as a reverse acquisition. | ||||||||
| In accordance with IFRS 3: | ||||||||
| The pre combination results of the new group are those of Crawshaw Group Limited group. | ||||||||
| The accumulated loss of the group is based on the pre-combination reserves of Crawshaw | ||||||||
| Group Limited. | ||||||||
| Crawshaw Group plc has been consolidated from the date of its reverse acquisition at the fair | ||||||||
| values as at that date. | ||||||||
| Crawshaw Butchers Limited was acquired by Crawshaw Group Limited on 15 April 2007. | ||||||||
| Comparative figures therefore only include the trade of Crawshaw Butchers Limited from 15 | ||||||||
| April 2007. | ||||||||
| 2. REVENUE | ||||||||
| The directors have undertaken a review of the Group's continuing operations and its associated | ||||||||
| business risks and consider that the continuing operations should be reported as a single | ||||||||
| business segment. The directors consider that the continuing operations represent one product | ||||||||
| offering with similar risks and rewards and should be reported as a single business segment in | ||||||||
| line with the Group's internal reporting framework. All revenue received during the period was | ||||||||
| received from customers within the United Kingdom. | ||||||||
| Unaudited | Audited | Unaudited | ||||||
| 3. EXCEPTIONAL ITEMS | 31.7.08 | 31.1.08 | 31.7.07 | |||||
| £000 | £000 | £000 | ||||||
| Refinancing costs | 184 | 126 | - | |||||
| Acquisition costs | 1,050 | - | - | |||||
| Impairment of goodwill | 215 | - | - | |||||
| Refinancing costs are in relation to a change in the company's bankers and acquisition costs and | ||||||||
| goodwill impairment relate to the reverse acquisition of Felix Group plc. | ||||||||
| Unaudited | Audited | Unaudited | ||||||
| 4. INCOME TAX EXPENSE | 31.7.08 | 31.1.08 | 31.7.07 | |||||
| £000 | £000 | £000 | ||||||
| The income tax expenses is based on the estimated effective | ||||||||
| rate of taxation on trading for the period and represents: | ||||||||
| Current tax | 0 | 198 | - | |||||
| Deferred tax: | ||||||||
| Origination and reversal of timing differences | 5 | (37) | - | |||||
| Income tax expense | 5 | 161 | - | |||||
| 5. EARNINGS PER ORDINARY SHARE | ||||||||
| Basic earnings per ordinary share have been calculated by using profit after taxation, and the | ||||||||
| average number of qualifying shares of 5p in issue of 40,693,377 (31/1/08: 27,281,282) | ||||||||
| (31/07/07: 23,297,612). | ||||||||
| Diluted earnings per ordinary share normally vary from basic earnings per ordinary share due to | ||||||||
| the effect of the notional exercise of outstanding share options. However, the effect of the | ||||||||
| share options of the company is anti-dilutive. The options have therefore not been included in | ||||||||
| the calculation of diluted earnings per ordinary share. | ||||||||
| 6. ACQUISITION IN THE PERIOD | ||||||||
| The acquired business in the six month period relates to the reverse acquisition of Felix Group | ||||||||
| plc by Crawshaw Group Limited. Felix Group plc has subsequently changed its name to | ||||||||
| Crawshaw Group plc. Felix Group plc was a non trading cash shell. The acquisition took place on | ||||||||
| 11 April 2008. 100% of the ordinary and preference shares of Crawshaw Group Limited were | ||||||||
| acquired. Crawshaw Group Limited has now changed its name to Crawshaw Holdings Limited. | ||||||||
| The consideration payable is made up of: | £000 | |||||||
| Cost of investment at nominal value | 1,560 | |||||||
| Fair value adjustment | 246 | |||||||
| Acquisition consideration payable | 1,806 | |||||||
| The acquisition has been accounted for using the purchase method as required by IFRS 3. | ||||||||
| The Group has yet to finalise the valuation of intangible assets acquired and therefore the total | ||||||||
| of intangible assets and goodwill is shown as one number below. | ||||||||
| The integration exercise has concentrated to date on maximising the profitability and | ||||||||
| operating efficiency of Crawshaw Group plc and it may be that other fair value adjustments | ||||||||
| will arise in the six months ended 31 January 2009. | ||||||||
| Goodwill and fair value adjustments have been necessarily calculated on a provisional basis | ||||||||
| and are expected to be finalised for the Group Financial Statements for the year ended 31 | ||||||||
| January 2009. | ||||||||
| The provisional value of net assets acquired and goodwill and intangible assets arising was as | ||||||||
| follows: | ||||||||
| Fair | ||||||||
| value of | ||||||||
| Book | Fair | net assets | ||||||
| value | value | assets/ | ||||||
| prior to | adjust- | (liabilities) | ||||||
| acquisition | ments | acquired | ||||||
| £000 | £000 | £000 | ||||||
| Trade and other receivables | 1,423 | - | 1,423 | |||||
| Cash and cash equivalents | 1,669 | - | 1,669 | |||||
| Trade and other payables | (1,501) | - | (1,501) | |||||
| Total net assets acquired | 1,591 | - | 1,591 | |||||
| Total investment cost (as above) | 1,806 | |||||||
| Provisional goodwill and intangible assets arising | 215 | |||||||
| From the date of acquisition (11 April 2008) to 31 July 2008, the contribution of Crawshaw | ||||||||
| Group plc to the Group results was as follows: | ||||||||
| £000 | ||||||||
| Revenue | - | |||||||
| Profit before tax | 17 | |||||||
| 10,666,667 ordinary shares were issued in order to raise funds at a premium of 32.5p per 5p | ||||||||
| share. The cost of the investment of Crawshaw Group plc in Crawshaw Holdings Limited was | ||||||||
| £1,560,000 representing 31,200,000 5p shares. The value of the shares issued was £11,700,000 | ||||||||
| (37.5p per 5p share) which represented the market value at that date. | ||||||||
| The original 240,676,303 1p shares of Crawshaw Group plc were increased to 240,676,350 via | ||||||||
| the issue of 47 additional shares. These shares were then split into 240,676,350 0.1p ordinary | ||||||||
| shares and 240,676,350 0.9p deferred shares. The 0.1p ordinary shares were swapped for 5p | ||||||||
| ordinary shares via a 50:1 share exchange, leaving 4,813,527 5p ordinary shares and 240,676,350 | ||||||||
| 0.9p deferred shares. The additional 31,200,000 issued by Crawshaw Group plc and 10,666,667 | ||||||||
| shares issued to raise new funds left a total of 46,680,194 issued ordinary 5p shares and | ||||||||
| 240,676,350 0.9p deferred shares at 31 July 2008. | ||||||||
| During August 2008, the 240,676,350 0.9p deferred shares were cancelled, leaving the number | ||||||||
| of issued shares at 46,680,194 5p ordinary shares. | ||||||||
| 7. CAPITAL AND RESERVES | ||||||||
| Share | Share | Rev. Acq. | Capital | Retained | Total | |||
| Current period | Capital | Premium | Reserve | Cont. Res. | Earnings | Equity | ||
| £000 | £000 | £000 | £000 | £000 | £000 | |||
| Balance at 1 February 2008 | 2,407 | 15,982 | (16,349) | 120 | 297 | 2,457 | ||
| Total recognised income and | ||||||||
| expense for the period | - | - | - | - | (1,146) | (1,146) | ||
| Reverse acquisition | ||||||||
| capital adjustment | 2,093 | 3,381 | (3,754) | - | - | 1,720 | ||
| Proceeds from listing | - | - | 4,000 | - | - | 4,000 | ||
| 4,500 | 19,363 | (16,103) | 120 | (849) | 7,031 | |||
| Reverse acquisition | ||||||||
| On 11 April 2008, the company acquired in a share for share exchange the whole of the ordinary | ||||||||
| share capital of Crawshaw Holdings Limited. The reverse acquisition reserve arises on the | ||||||||
| accounting for the share for share exchange. Reverse acquisition accounting requires that | ||||||||
| Crawshaw Holdings Limited is treated as the acquirer and the company the acquirer. A reverse | ||||||||
| acquisition reserve arises which represents the difference between the issued equity | ||||||||
| instruments of Crawshaw Holdings Limited immediately before the share for share exchange | ||||||||
| and the equity instruments of the company along with the shares issued to effect the share for share exchange. | ||||||||
|
| ||||||||
| The intention of reverse acquisition accounting is to present the group as having always | ||||||||
| existed except that the capital reserves presented in the group balance sheet are those of the | ||||||||
| company in all years and not Crawshaw Holdings Limited. As a result the reverse acquisition | ||||||||
| reserve arises at 1 February 2007 that being the start of the earliest comparative period. | ||||||||
| The movement in the reverse acquisition reserve in the current year in respect of the listing | ||||||||
| proceeds relates to the net consideration received on the issue of the shares. | ||||||||
| Share Issue | ||||||||
| In conjunction with the acquisition, 10,666,667 ordinary shares were issued at 37.5p per share | ||||||||
| raising a total of £4,000,000. The premium arising on the issue of these shares was £3,467,000. | ||||||||
| Prior year | Share | Share | Rev. Acq. | Capital | Retained | Total | ||
| Capital | Premium | Reserve | Cont. Res. | Earnings | Equity | |||
| £000 | £000 | £000 | £000 | £000 | £000 | |||
| Balance at 1 February 2007 | 1,827 | 12,401 | (12,188) | - | - | 2,040 | ||
| Issue of new shares | 580 | 3,581 | (4,161) | - | - | - | ||
| Total recognised income and | ||||||||
| expense for the period | - | - | - | - | 297 | 297 | ||
| Capital contribution | - | - | - | 120 | - | 120 | ||
| 2,407 | 15,982 | (16,349) | 120 | 297 | 2,457 | |||
| Number of Ordinary 5p shares | ||||||||
| Share capital | 31.7.08 | 31.1.08 | 31.7.07 | |||||
| 000 | 000 | 000 | ||||||
| Balance at 1 February | 240,676 | 240,676 | 182,658 | |||||
| Issued for cash | 10,666 | 58,018 | 57,680 | |||||
| Consolidation of existing 1p shares | (235,862) | - | - | |||||
| Share for share exchange | 31,200 | - | - | |||||
| 46,680 | 240,676 | 240,338 | ||||||
| Number of Deferred 0.9p shares | ||||||||
| 31.7.08 | 31.1.08 | 31.7.07 | ||||||
| 000 | 000 | 000 | ||||||
| Balance at 1 February | - | - | - | |||||
| Subdivision of existing ordinary shares | 240,676 | - | - | |||||
| 240,676 | - | - | ||||||
| Authorised | £000 | £000 | £000 | |||||
| 96,678,257 ordinary shares of 5p each | 4,834 | - | - | |||||
| 500,000,000 ordinary shares of 1p each | - | 5,000 | 5,000 | |||||
| 4,834 | 5,000 | 5,000 | ||||||
| Allotted, called up and fully paid | £000 | £000 | £000 | |||||
| 46,680,194 ordinary shares of 5p each | 2,334 | - | - | |||||
| 240,338,226 ordinary shares of 1p each | - | - | 2,404 | |||||
| 240,676,350 ordinary shares of 1p each | - | 2,407 | - | |||||
| 240,676,350 deferred shares of 0.9p each | 2,166 | - | - | |||||
| 4,500 | 2,407 | 2,404 | ||||||
| The company was incorporated as Felix Group plc and had an authorised share capital of | ||||||||
| £5,000,000 representing 500,000,000 1p ordinary shares. | ||||||||
| The company changed its name to Crawshaw Group plc. | ||||||||
| On 11 April 2008, the authorised share capital was decreased to £4,833,913 following the | ||||||||
| reverse acquisition of Crawshaw Group plc by Crawshaw Holdings Limited. The shares were | ||||||||
| reclassified as 96,678,257 ordinary shares of 5p each. | ||||||||
| The following describes the nature and purpose of each reserve within owners' equity: | ||||||||
| Share premium - amount subscribed for share capital in excess of nominal value. | ||||||||
| Retained earnings - cumulative net gains and losses recognised in the consolidated income | ||||||||
| statement. | ||||||||
| Reverse acquisition reserve - arises on the reverse acquisition accounting applied to the share | ||||||||
| for share exchange of Crawshaw Holdings Limited by the company. | ||||||||
| 8. POST BALANCE SHEET EVENTS | ||||||||
| The company cancelled deferred shares representing 90% of the existing shares that were | ||||||||
| in existence prior to the reverse acquisition of Crawshaw Group plc by Crawshaw Holdings | ||||||||
| Limited. The nominal value of the shares cancelled was £2,166,087, reducing the company's | ||||||||
| share capital to £2,334,009. The company also transferred share premium in relation to these | ||||||||
| shares of £14,383,800, adding £16,550,000 to the capital reduction reserve. | ||||||||
| 9. RELATED PARTY TRANSACTIONS | ||||||||
| Crawshaw Butchers Limited, a subsidiary of Crawshaw Holdings Limited, holds a 50% share | ||||||||
| in a partnership which trades under the name of RGV Refrigeration. The operations of the | ||||||||
| partnership comprise of the maintenance and repair of refrigeration machinery for a variety | ||||||||
| of customers. The group received management charges of £6,000 in the period from RGV | ||||||||
| Refrigeration. | ||||||||
A copy of the full interim report will be sent to all shareholders today and will be available from the company's registered office : Unit 15 Bradmarsh Business Park, Bow Bridge Close, Rotherham, S60 1BY, shortly. It will also be published on the Company's website www.crawshawgroupplc.com.
For further information please contact:
Crawshaw Group PLC
Lynda Sherratt, Company Secretary,
01709 369 602
Investec Investment Banking
James Grace/Martin Smith
0207 597 5970