26 Sep 2012 07:00
26 September 2012 | AIM: GMA |
GMA RESOURCES Plc
("GMA" or "the Company")
Half-Yearly Results for the six months ended 30 June 2012
Chairman's Statement
- Profit attributable to GMA shareholders in the six months ended 30 June 2012 of £4.72 million (H1 2011: £2.66 million loss) arising primarily from the disposal of the Company's Algerian subsidiary Enterprise d'Exploitation des Mines d'Or Spa ("ENOR") for a nominal sum on 17 April 2012.
- On 29 May 2012, the Company announced that it had signed a non-binding heads of agreement with a third party to acquire the Company which, if completed, would result in a reverse takeover under the AIM Rules. As a result, the Company's shares were suspended from trading on the AIM market on 29 May 2012.
- In conjunction with the heads of agreement the same parties have also signed a loan agreement under which the vendor has agreed to advance up to £400,000 on an unsecured basis to provide on-going working capital for the Company to cover day-to-day costs and certain of the costs of the proposed reverse takeover transaction.
- Interest of LIBOR plus 5% will accrue on the outstanding balance, payable on repayment of the loan, which will be on 27 May 2013 unless the directors of GMA withdraw from the transaction or breach certain covenants, whereupon the loan becomes repayable on demand.
- For the purposes of concluding the proposed reverse takeover transaction Ken Crichton and I are the only remaining directors of the Company.
- It is our belief that the counterparty with which GMA has signed the non-binding heads of agreement and loan agreement represents the best option available to protect and enhance GMA bond holders' and shareholders' interests.
Ralph Browning
Chairman
25 September 2012
Condensed consolidated statement of comprehensive income
6 months to | 6 months to | Year ended | ||
30 June | 30 June | 31 December | ||
2012 | 2011 | 2011 | ||
Note | £'000 | £'000 | £'000
| |
Unaudited | Unaudited | Audited | ||
Revenue | - | - | - | |
Cost of Sales | - | - | - | |
Gross (loss)/profit | - | - | - | |
Administration costs | (1,298) | (309) | (872) | |
Operating loss | (1,298) | (309) | (872) | |
Finance costs net | (309) | (129) | 171 | |
Exceptional gain on disposal | 6,331 | - | - | |
Profit/(loss) before income tax | 4,724 | (438) | (701) | |
Income tax expense | - | - | - | |
Profit/(loss) on continuing operations | 4,724 | (438) | (701) | |
Loss on discontinued operations | - | (4,274) | (27,998) | |
4,724 | (4,712) | (28,699) | ||
Other comprehensive income:
| ||||
Exchange differences on translating foreign operations | 1,039 | (70) | (1) | |
Total comprehensive profit/(loss) for the year | 5,763 | (4,782) | (28,700) | |
Profit/(loss) for the year attributable to:
| ||||
Equity holders of the parent undertaking | 4,724 | (2,660) | (15,698) | |
Minority interest | - | (2,052) | (13,001) | |
4,724 | (4,712) | (28,699) | ||
Total comprehensive profit/(loss) for the year attributable to:
| ||||
Equity holders of the parent undertaking | 5,763 | (2,730) | (15,699) | |
Minority interest | - | (2,052) | (13,001) | |
5,763 | (4,782) | (28,700) | ||
Earnings/(loss) per share - basic | 5 | |||
Equity holders of the parent undertaking | 0.76p | (0.45 p) | (2.62p) | |
The disposal group (discontinued operations) | - | (0.38p) | (2.50p) | |
Continuing operations | 0.76p | (0.07p) | (0.12p) | |
Condensed consolidated statement of financial position
30 June | 30 June | 31 December | ||
2012 | 2011 | 2011 | ||
Note | £'000 | £'000 | £'000 | |
Unaudited | Unaudited | Audited | ||
ASSETS | ||||
Non-current | ||||
Intangible assets | - | 25 | - | |
Property, plant and equipment | - | 32,719 | - | |
Non-current assets | - | 32,744 | - | |
Current | ||||
Inventories | - | 19,853 | - | |
Trade and other receivables | - | 5,096 | - | |
Cash and cash equivalents | - | 544 | 22 | |
Current assets | - | 25,493 | 22 | |
Total assets of continuing group | - | 58,237 | 22 | |
Total assets of disposal group | - | - | 37,288 | |
Total assets | - | 58,237 | 37,310 | |
EQUITY | ||||
Equity attributable to owners of the parent: | ||||
Share capital | 4 | 6,180 | 6,130 | 6,180 |
Share premium account | 27,890 | 27,747 | 27,890 | |
Share based payments reserve | 360 | 362 | 340 | |
Loan stock reserve | 7 | 1,413 | 1,919 | 1,413 |
Currency translation reserve | (602) | (1,710) | (1,641) | |
Retained earnings | (41,488) | (31,530) | (44,497) | |
(6,247) | 2,918 | (10,315) | ||
Minority interest | - | 9,234 | (1,715) | |
Total equity | (6,247) | 12,152 | (12,030) | |
LIABILITIES | ||||
Non-current | ||||
Long-term borrowings | - | 9,290 | - | |
Long-term finance leases | - | 2,841 | - | |
Unsecured convertible loan stock | - | 5,782 | - | |
Non-current liabilities | - | 17,913 | - | |
Current | ||||
Overdraft | - | 3,380 | - | |
Trade and other payables | 477 | 17,819 | 260 | |
Short-term borrowings | - | 3,748 | - | |
Short-term finance leases | - | 3,225 | - | |
Unsecured convertible loan stock | 7 | 5,770 | - | 5,461 |
Current liabilities | 6,247 | 28,172 | 5,721 | |
Total liabilities of continuing group | 6,247 | 46,085 | 5,721 | |
Total liabilities of disposal group | - | - | 43,619 | |
Total liabilities | 6,247 | 46,085 | 49,340 | |
Total equity and liabilities | - | 58,237 | 37,310 | |
Condensed consolidated statement of changes in equity
Share capital
| Share premium account | Share based payment reserve | Loan stock reserve | Currency translation reserve | Retained earnings | Total | Minority interest | Total equity | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Balance at 1 January 2011 | 5,584 | 27,405 | 254 | 1,534 | (1,640) | (28,870) | 4,267 | 11,286 | 15,553 |
Issue of share capital | 496 | 124 | - | - | - | - | 620 | - | 620 |
Conversion of loan stock | 50 | 218 | - | (79) | - | - | 189 | - | 189 |
Loan note issue | - | - | - | 464 | - | - | 464 | - | 464 |
Share based payment charges | - | - | 108 | - | - | - | 108 | - | 108 |
Transactions with owners | 546 | 342 | 108 | 385 | - | - | 1,381 | - | 1,381 |
Loss for the period | - | - | - | - | - | (2,660) | (2,660) | (2,052) | (4,712) |
Other comprehensive income: | - | - | - | - | (70) | - | (70) | - | (70) |
Total comprehensive loss for the year |
- |
- |
- |
- |
(70) |
(2,660) |
(2,730) |
(2,052) |
(4,782) |
Balance at 30 June 2011 | 6,130 | 27,747 | 362 | 1,919 | (1,710) | (31,530) | 2,918 | 9,234 | 12,152 |
Issue of share capital | |||||||||
Conversion of loan stock | 50 | 143 | - | (42) | - | - | 151 | - | 151 |
Loan note issue | - | - | - | (464) | - | - | (464) | - | (464) |
Lapsed options | - | - | (71) | - | - | 71 | - | - | - |
Share based payment charges | - | - | 49 | - | - | - | 49 | - | 49 |
Transactions with owners | 50 | 143 | (22) | (506) | - | 71 | (264) | - | (264) |
Loss for the period | - | - | - | - | - | (13,038) | (13,038) | (10,949) | (23,987) |
Other comprehensive income: | - | - | - | - | 69 | - | 69 | - | 69 |
Total comprehensive loss for the year | - | - | - | - | 69 | (13,038) | (12,969) | (10,949) | (23,918) |
Balance at 31 December 2011 | 6,180 | 27,890 | 340 | 1,413 | (1,641) | (44,497) | (10,315) | (1,715) | (12,030) |
Share based payment charges | - | - | 20 | - | - | 20 | - | 20 | |
Transactions with owners | - | - | 20 | - | - | - | 20 | - | 20 |
Profit for the period | - | - | - | - | - | 4,724 | 4,724 | - | 4,724 |
Other comprehensive income: | |||||||||
Recycled foreign exchange on disposal of foreign operation | - | - | - | - | 1,039 | - | 1,039 | - | 1,039 |
Total comprehensive profit for the year | - | - | - | - | 1,039 | 4,724 | 5,763 | - | 5,763 |
Transfer of non controlling interest balance | - | - | - | - | - | (1,715) | (1,715) | 1,715 | - |
Balance at 30 June 2012 | 6,180 | 27,890 | 360 | 1,413 | (602) | (41,488) | (6,247) | - | (6,247) |
Condensed consolidated cash flow statement
6 months to | 6 months to | Year ended | ||
30 June | 30 June | 31 December | ||
2012 | 2011 | 2011 | ||
Note | £'000 | £'000 | £'000 | |
Unaudited | Unaudited | Audited | ||
Operating activities | ||||
Total comprehensive profit/(loss) | 5,763 | (4,782) | (29,699) | |
Adjustments for: | ||||
Depreciation | - | 2,393 | 12,205 | |
Amortisation | - | 5 | 10 | |
Loss on disposal | - | - | 9 | |
Gain on disposal | (6,331) | - | - | |
Loss on renegotiation of loan notes | - | - | 555 | |
Exchange gain/(loss) on foreign operations | - | 281 | (17) | |
Share based payment | 20 | 108 | 157 | |
Interest (net) | 309 | 674 | 274 | |
Net changes in working capital: | ||||
(Increase)/decrease in inventories | - | (975) | 8,193 | |
Increase in trade and other receivables | - | (878) | 819 | |
Increase/(decrease) in trade payables | 217 | 2,561 | 5,442 | |
Cash flows from operating activities | (22) | (613) | (2,052) | |
Investing activities | ||||
Purchase of intangible assets | - | (22) | (111) | |
Purchase of property, plant and equipment | - | (1,358) | - | |
Cash flows from investing activities | - | (1,380) | (111) | |
Financing activities | ||||
Net proceeds from issue of share capital | - | 810 | 620 | |
Repayment of bank borrowings | - | (2,171) | (5,856) | |
Payments on finance lease | - | (82) | (3,104) | |
Interest paid on loan stock | - | (674) | (274) | |
Proceeds from bank borrowings | - | 1,086 | 10,611 | |
Net cash from financing activities | - | (1,031) | 1,997 | |
Net decrease in cash and cash equivalents | (22) | (3,024) | (166) | |
Foreign exchange differences | - | 6 | 6 | |
Cash and cash equivalents at beginning of period | 22 | 182 |
182 | |
Cash and cash equivalents at end of period | 6 | - | (2,836) | 22 |
Notes to the condensed consolidated financial statements
1. Nature of operations and general information
As a result of the disposal of ENOR spa on 17 April 2012 and the subsequent approval of the Company's investing policy at the general meeting of the Company held on 6 January 2012, the Company has been re-classified as an investing company in accordance with Rule 15 of the AIM Rules for Companies. As such it is obliged to make an acquisition(s) which constitutes a reverse takeover or otherwise have implemented its investing policy within 12 months from the date of the disposal, being 17 April 2013.
GMA Resources plc is the Group's ultimate parent company. It is incorporated in England and has its registered office at One America Square, Crosswall, London EC3N 2SG and its business address at Tower Business Centre, Tower Street, Swatar, Malta. The Group operates from its business address. The shares of GMA Resources plc are quoted on the AIM market which is operated by the London Stock Exchange.
2. Basis of preparation
These unaudited interim consolidated financial statements are for the six months ended 30 June 2012. They have been prepared based on the recognition and measurement principles of International Financial Reporting Standards (IFRS) as adopted by the European Union. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2011.
The financial information for the period ended 30 June 2012 set out in this interim report does not constitute statutory accounts as defined by the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2011 have been filed with the Registrar of Companies. The auditor's report on those financial statements was modified by the inclusion of an emphasis of matter and a disclaimer of opinion on the financial statements.
The consolidated financial statements have been prepared under the historical cost convention except for financial instruments which have been measured at fair value. They are presented in UK Sterling and are rounded to the nearest thousand (£'000) except where otherwise noted.
3. Going concern
On 4 May 2012, the Company announced that it had signed a non-binding heads of agreement with a third party to acquire the Company which, if completed, would result in a reverse takeover under the AIM Rules.
In conjunction with the heads of agreement the same parties have also signed a loan agreement under which the vendor has agreed to advance up to £400,000 on an unsecured basis to provide on-going working capital for the Company to cover day-to-day costs and certain of the costs of the proposed reverse takeover transaction.
The Company began drawing down the loan on 4 July 2012 and will continue to do so, on a monthly basis, in order to cover expenses.
The accounts have been prepared on the going concern basis and do not include any adjustment that would result from the inability of the Group to raise additional funding if needed.
4. Share capital
Number | £'000s | ||
At 1 January 2011 | 558,402,894 | 5,584 | |
Conversion of loan note | 5,000,000 | 50 | |
Issue of shares | 49,600,000 | 496 | |
| |||
At 30 June 2011 | 613,002,894 | 6,130 | |
Conversion of loan note | 5,000,000 | 50 | |
Issue of shares | - | - | |
At 31 December 2011 | 618,002,894 | 6,180 | |
Conversion of loan note | - | - | |
Issue of shares | - | - | |
At 30 June 2012 | 618,002,894 | 6,180 |
5. Earnings/(loss) per share
6 months to | 6 months to | Year ended | |
30 June | 30 June | 31 December | |
2012 | 2011 | 2011 | |
Profit/(loss) for the year attributable to the equity holders of the parent entity (£'000) | 4,724 | (2,660) |
(15,698) |
Loss for the year attributable to the disposal group (£'000) | - | (2,222) | (14,997) |
Profit/(loss) for the year attributable to the continuing operations (£'000) | 4,724 | (438) | (701) |
Weighted average number of shares ('000) | 618,003 | 591,995 | 599,466 |
Earnings/(loss) per share attributable to the equity holders of the parent entity | *0.76p | (0.45p) | (2.62p) |
Loss per share attributable to the disposal group | - | (0.38p) | (2.50p) |
Earnings/(loss) per share attributable to the continuing operations | *0.76p | (0.07p) |
(0.12p) |
The diluted loss per share does not differ from the basic loss per share as neither the exercise of share options, nor the conversion of the loan stock, would have the effect of reducing the loss per share and are therefore not dilutive under the terms of IAS 33.
\* The diluted earnings per share calculation involves the average share price for the period of account. The shares are currently suspended and so this information is not available. As a result, only the basic earnings per share measure is shown for the 6 months to 30 June 2012.
6. Cash and cash equivalents
6 months to | 6 months to | Year ended | ||
30 June | 30 June | 31 December | ||
2012 | 2011 | 2011 | ||
£'000 | £'000 | £'000 | ||
Cash at bank and in hand | - | 544 | 22 | |
Bank overdraft | - | (3,380) | - | |
- | (2,836) | 22 | ||
7. Unsecured convertible loan stock
The unsecured loan stock issued in 2011 and 2010 will mature in December 2012. The discounted amount of the liability for interest and principle carried in the balance sheet is split such that the equity element is £1.41 million and the debt element £5.77 million.
8. Dividend
No dividend has been declared for the six month period ended 30 June 2012.
9. Events after the balance sheet date
The Company began drawing down from the unsecured loan facility provided by the vendor on 4 July 2012.
10. Availability of the interim statements
A copy of this announcement will be available at the Company's registered office (One America Square, Crosswall, London EC3N 2SG) 14 days from the date of this announcement and on its website - www.gmaresources.co.uk.
The Interim Results Report will also be made available on the website.
Enquiries:
GMA Resources Plc | Ken Crichton (Interim CEO) | +20 (0)100766 6118 |
Merchant Securities Limited (Nomad) | David Worlidge | +44 (0) 20 7628 2200 |