30 Mar 2012 07:00
Rubicon Diversified Investments Plc ("Rubicon" or the "Company"; AIM: RUBI) announces its unaudited results for the six months ended 31 December 2011.
HIGHLIGHTS
·; Disposal of trading subsidiary (Rubicon Software Limited) and change in strategic direction
·; £8.8m (net) raised through placing of new shares during the period
·; Identified strategy to develop a low cost airline focused on Africa
·; Geoffrey White and David Lenigas welcomed to the Board
·; Entered into arrangements with easyGroup Holdings Ltd to provide strategic and management consultancy
Commenting on these results Chairman, Rob Burnham, said:
"An enormous amount has been accomplished in the six month period to reposition Rubicon to deliver value for its shareholders, and while we have no doubt about the hard work which lies ahead, we are confident that we are on track to deliver against our strategy.
The combined Rubicon/easyGroup team has made substantial progress in the past three months in building the business model and launch programme for the planned low-cost airline. In particular, we are focusing on West Africa for launching the new model, and we have received initial recommendations from Stelios and his team regarding location of hubs, route networks and frequencies, and choice of aircraft model.
The work completed to date has validated our views on the attractiveness and potential of this exciting new venture."
For further information, please contact:
Rubicon Diversified Investments Plc Tel: 07776 133 421 Robert Burnham
WH Ireland Tel: 0207 220 1666James Joyce/Nick Field
CHAIRMAN'S STATEMENT
Review of developments
On 5 August 2011 the Company disposed of its operating subsidiary, Rubicon Software Limited, to a company controlled by the former Chief Executive Officer of Rubicon, Alistair Hancock. At the same time the Company became an investing company according to Rule 15 of the AIM Rules. The activities of the disposed subsidiary are presented as discontinued in these interim results and comparatives have been restated accordingly On 18 November 2011 Rubicon announced a conditional placing and a change in the Company's investing policy to that of seeking an acquisition or acquisitions in the global aviation and aviation services sector with a particular focus on Africa.
On 5 December 2011 it was announced that the Company had entered into a conditional arrangement with easyGroup Holdings Ltd ('easyGroup'), a company controlled by Sir Stelios Haji-Ioannou, under which easyGroup will become a shareholder in Rubicon and Rubicon will use the services of Stelios and easyGroup's experienced aviation management team to provide general strategic, management and branding advice on the feasibility of implementing a low cost, point-to-point, no frills, all jet aircraft business model for Africa.
Placing of new shares
In December 2011 Rubicon completed two placings of new shares. The first, announced on 18 November 2011, raised £400,000 before expenses through the issuance of 40,000,000 new shares at a price of 1p per share. The second, announced on 12 December 2011, raised £9,000,000 before expenses through the issuance of 225,000,000 new shares at a price of 4p per share. These funds were raised in order to enable the Company to pursue its new investing policy and for general working capital purposes.
Potential Reverse Takeover Transaction
On 23 February 2012, the Company's shares were temporarily suspended from trading on the AIM market, pending an announcement and publication of an admission document relating to the potential acquisition of Fly 540, an African aviation business controlled by Lonrho Plc. Work on this potential acquisition continues although there can be no assurance that the transaction will be completed. The Company will provide an update in due course.
Board changes
At the General Meeting held on 13 December 2011 we were delighted to welcome to the Board David Lenigas and Geoffrey White, respectively Executive Chairman and Chief Executive Officer of Lonrho Plc which acquired shares in the initial £400,000 placing. Their deep knowledge of African business will be a major asset to the Company as we implement our investing strategy.
Financial review
The activities of the Company's disposed subsidiary, Rubicon Software Limited, are presented as discontinued in these interim results and comparatives have been restated accordingly.
In the six months to 31 December 2011 the Company made a loss from continuing activities after tax of £260,000 (0.39p per share). This compares with a loss from continuing activities of £15,000 for the six months to 31 December 2010 (0.03p per share), and with a loss of £68,000 for the year to 30 June 2011 (0.16p per share).
The Company had no income from continuing activities during the period, and the losses represent the ongoing management and administrative expenses as well as costs associated with the disposal and fund-raisings.
A total of £9.4 million (£8.8 million after expenses) was raised during the period from the placing of shares in the Company.
Issue of options to directors
At the General Meeting held on 13 December 2011 a resolution was passed to approve the grant of options over 3,000,000 shares to each of Richard Blakesley and Robert Burnham. The exercise price of the options is 1p per share, and the options may only be exercised in the event of the completion by the company of an acquisition or acquisitions constituting a reverse takeover under AIM Rule 14.
Outlook
Following the substantial repositioning of the Company which was achieved during the six months under review we have now entered a period of intensive due diligence and planning activity as we implement Rubicon's new investing strategy. The combined Rubicon/easyGroup team has huge experience in the airline sector and in Africa, and we are confident that our combined efforts will generate positive returns for shareholders.
Rob Burnham
Chairman
30 March 2012
Consolidated statement of comprehensive income
6 months to 31 December 2011 | 6 months to 31 December 2010 | Year to 30 June 2011 | ||
£'000 | £'000 | £'000 | ||
Note | (Unaudited) | (Unaudited, restated)
| (Audited)
| |
Revenue | - | - | - | |
Operating charges | (260) | (15) | (68) | |
Operating loss | (260) | (15) | (68) | |
Finance income | - | - | - | |
Finance charges | - | - | - | |
Loss from continuing activities before tax | (260) | (15) | (68) | |
Tax charge |
- |
- |
- | |
Loss from continuing activities after tax | (260) | (15) | (68) | |
(Loss)/profit from discontinued activities | 2 | (29) | (165) | 25 |
Loss and total comprehensive income for the period | (289) | (180) | (43) | |
Loss per share (basic and diluted) (pence) |
3 | |||
From continuing activitiesFrom discontinued activities | (0.39)(0.04) | (0.03)(0.38) | (0.16)0.06 | |
Total | (0.43) | (0.41) | (0.10) |
Consolidated statement of changes in equity
Share Capital | Share premium | Share option reserve |
Merger reserve |
Retained earnings |
Total equity | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Balance at 1 July 2010 | 436 | 414 | 17 | 596 | (1,238) | 225 |
Shares issued | 1 | 2 | - | - | - | 3 |
Transactions with owners | 1 | 2 | - | - | - | 3 |
Comprehensive loss | - | - | - | - | (180) | (180) |
Balance at 31 December 2010 | 437 | 416 | 17 | 596 | (1,418) | 48 |
Share based payments | - | - | 12 | - | - | 12 |
Share options lapsed | - | - | (15) | - | 15 | - |
Transactions with owners | - | - | (3) | - | 15 | 12 |
Comprehensive income | - | - | - | - | 137 | 137 |
Balance at 30 June 2011 | 437 | 416 | 14 | 596 | (1,266) | 197 |
Shares issued | 2,658 | 6,750 | - | - | - | 9,408 |
Share issue costs | - | (641) | 80 | - | - | (561) |
Share based payments | - | - | 14 | - | - | 14 |
Share options lapsed | - | - | (5) | - | 5 | - |
Share options adjustment | 7 | - | (7) | - | ||
Other transactions with owners | - | - | - | - | (62) | (62) |
Transactions with owners | 2,658 | 6,109 | 96 | - | (64) | 8,799 |
Realised on disposal of subsidiary | - | - | - | (596) | 596 | - |
Comprehensive loss | - | - | - | - | (289) | (289) |
Balance at 31 December 2011 | 3,095 | 6,525 | 110 | - | (1,023) | 8,707 |
Consolidated BALANCE SHEET
At31 December 2011 | At31 December 2010 | At 30 June 2011 | ||
£'000 | £'000 | £'000 | ||
(Unaudited) | (Unaudited, restated) | (Audited)
| ||
Assets
| ||||
Current assets | ||||
Cash and cash equivalents | 8,763 | 2 | 3 | |
Receivables | 10 | 2 | 5 | |
Assets held for sale
| 8,773
-
| 4
386
| 8
431
| |
Total assets | 8,773 | 390 | 439 | |
Equity | ||||
Called up equity share capital | 3,095 | 437 | 437 | |
Share premium account | 6,525 | 416 | 416 | |
Share option reserve | 110 | 17 | 14 | |
Merger reserve | - | 596 | 596 | |
Retained earnings | (1,023) | (1,418) | (1,266) | |
Total equity | 8,707 | 48 | 197 | |
Liabilities
Current liabilities | ||||
Trade and other payables | 66 | - | 29 | |
Liabilities associated with assets held for sale
|
-
| 342
| 29
213 | |
Total liabilities | 66 | 342 | 242 | |
Total liabilities and equity | 8,773 | 390 | 439 | |
Consolidated statement of cash flows
6 months to 31 December 2011 | 6 months to 31 December 2010 | Year to 30 June 2011 | ||
£'000 | £'000 | £'000 | ||
(Unaudited) | (Unaudited) | (Audited) | ||
Operating activities | ||||
Result for the period | (289) | (179) | (43) | |
Loss on disposal of subsidiary | 56 | - | - | |
Depreciation of property, plant and equipment | - | 3 | 7 | |
(Increase)/decrease in receivables | (5) | 160 | 106 | |
Increase/(decrease) in trade and other payables | 18 | 34 | (5) | |
Share option charges | 14 | - | 12 | |
Net cash flow from operating activities | (206) | 18 | 77 | |
Investing activities | ||||
Sale of subsidiary net of costs | 104 | - | - | |
Purchase of property, plant and equipment | - | - | (7) | |
Net cash flow from in investing activities | 104 | - | (7) | |
Financing activities | ||||
Proceeds from the issue of shares | 8,848 | 3 | 3 | |
Loan repayments | - | - | (61) | |
Finance lease payments | - | (2) | (2) | |
Net cash flow from financing | 8,848 | 1 | (60) | |
Net movement in cash and cash equivalents | 8,746 | 19 | 10 | |
Opening cash and cash equivalents balance | 17 | 7 | 7 | |
Closing cash and cash equivalents balance | 8,763 | 26 | 17 |
Classified on the balance sheet as: Cash and cash equivalents | 8,763 | 2 |
3 | |
Assets held for sale | - | 24 | 14 | |
Closing cash and cash equivalents balance | 8,763 | 26 | 17 |
Notes to the interim results
1. Basis of preparation and accounting policies
The financial information set out in this interim results statement is for the six months to 31 December 2011 and has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting". The interim financial information has not been audited and does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
The accounting policies applied are consistent with those of the last annual financial statements for the year ended 30 June 2011, which were prepared in accordance with IFRS as adopted for use in the European Union, and on which the auditor gave an unqualified opinion containing no statement under either Section 498(2) or (3) of the Companies Act 2006. The Group's annual financial statements have been filed with the Registrar of Companies.
At 30 June 2011 the Company had no subsidiary undertakings. The directors have prepared the interim results on a consolidated basis for consistency with previous periods and in anticipation of the Company acquiring further subsidiaries in future.
The interim financial statements have been prepared under the historical cost convention and are presented in Pounds Sterling (£), which is the functional currency of all Group companies.
Application of the Group's accounting policies in preparing these interim financial statements requires management to make judgements and estimates that affect the reported amount of assets and liabilities, revenues and expenses. Actual results may ultimately differ from these estimates.
Rubicon Diversified Investments plc is incorporated and domiciled in Great Britain. The Group's shares are listed on the AIM Market of the London Stock Exchange.
2. Discontinued activities
The Company disposed of its interest in Rubicon Software Limited on 5 August 2011. Details of the disposal have been previously announced and are summarised in the Chairman's statement. The activities of the disposed subsidiary are presented as discontinued in these interim results and comparatives have been restated accordingly. The amount stated as loss from discontinued activities in the income statement for the current period is comprised of the results of the subsidiary undertaking for the period to disposal, and the loss arising on disposal.
3. Loss per share
The loss per share is calculated using the loss figures as stated in the statement of comprehensive income divided by the weighted average number of shares in issue. In view of the losses from continuing activities, the share options in issue have no dilutive effect.
4. Share capital
During the period the company raised £8,848,000 (net of costs) by the placing of new shares.
Copies of this interim report will be available shortly on the company's website: www.rubicondiv.co.uk
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