Kazera Global Regulatory News (KZG)

Kennedy Ventures plc

Peter Redmond, Chairman

+44 7718 660727

Cenkos Securities plc

Jon Fitzpatrick

+44 20 7397 8900

Peterhouse Corporate Finance

John Levinson

+44 20 7469 0935

KENNEDY VENTURES PLC

UNAUDITED CONSOLIDATED INCOME STATEMENT

for the period ended 31 December 2012

Six months ended

Restated

Six months ended

15 months ended

Note

31 December

2012

30 September 2011

30 June

2012

£'000

£'000

£'000

Continuing operations

Administrative expenses before items identified below

(102)

-

-

OPERATING (LOSS) BEFORE ITEMS

(102)

-

-

IDENTIFIED BELOW

Amortisation of intangible assets

-

-

-

Increase in share based payment reserve

-

-

-

OPERATING LOSS

(102)

-

-

Financial income

-

-

LOSS BEFORE TAX

(102)

-

-

Income tax

3

-

-

-

LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS

(102)

-

-

Discontinued operations

(Loss) / profit for the period from discontinued operations

27

(1,378)

(9,628)

Continuing and discontinued operations

LOSS FOR THE FINANCIAL PERIOD

(75)

(1,378)

(9,628)

Basic (loss) / earnings per ordinary share

Continuing operations

4

(0.38)p

- p

- p

Discontinued operations

4

0.10p

(66)p

(233)p

Diluted (loss) / earnings per ordinary share

4

Continuing operations

4

(0.37)p

- p

- p

Discontinued operations

0.10p

(66)p

(233)p

KENNEDY VENTURES PLC

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the period ended 31 December 2012

Six months ended

Six months ended

15 months ended

31 December

2012

30 September 2011

30 June

2012

£'000

£'000

£'000

At beginning of period

137

9,342

9,342

Loss for the financial period

(75)

(1,378)

(9,628)

Issue of share capital

-

-

250

Increase in share premium account

-

-

250

Share issue costs

-

-

(52)

Reduction in minority shareholding during period

-

-

(25)

Increase in share based payments reserve

-

86

-

AT END OF PERIOD

62

8,050

137

Equity comprises share capital, share premium, merger reserve, share based payments reserve, special reserve and retained profit.

KENNEDY VENTURES PLC

UNAUDITED BALANCE SHEET

as at 31 December 2012

Note

31 December

2012

30 September 2011

30 June

2012

£'000

£'000

£'000

NON CURRENT ASSETS

Investments

55

475

-

CURRENT ASSETS

Trade and other receivables

32

270

34

Amounts due from subsidiary undertakings

-

13,945

-

Cash and cash equivalents

134

-

414

166

14,215

448

TOTAL ASSETS

221

14,690

448

CURRENT LIABILITIES

Trade and other payables

(85)

(1,564)

(210)

Short term borrowings

-

(96)

-

(85)

(1,660)

(210)

NET CURRENT ASSETS

81

13,030

238

NON CURRENT LIABILITIES

Convertible loans

5

-

(500)

-

TOTAL LIABILITIES

(85)

(2,160)

(210)

NET ASSETS

136

12,530

238

EQUITY

Share capital

9

271

2,098

271

Share premium account

9

7,571

7,373

7,571

Capital redemption reserve

2,077

-

2,077

Share based payments reserve

1,456

1,456

1,456

Retained earnings

(11,239)

1,603

(11,137)

TOTAL EQUITY

136

12,530

238

KENNEDY VENTURES PLC

UNAUDITED CONSOLIDATED BALANCE SHEET

as at 31 December 2012

Note

31 December

2012

30 September 2011

30 June

2012

£'000

£'000

£'000

NON CURRENT ASSETS

Investments

55

-

CURRENT ASSETS

Trade and other receivables

32

158

34

Cash and cash equivalents

145

-

425

Assets held for sale

14,190

-

177

14,348

459

TOTAL ASSETS

232

14,348

459

CURRENT LIABILITIES

Trade and other payables

(170)

(313)

(322)

Short term borrowings

5

-

(1,224)

-

Deferred consideration

-

(275)

-

Liabilities held for sale

-

(3,986)

-

(170)

(5,798)

(322)

NET CURRENT ASSETS

7

8,550

137

NON CURRENT LIABILITIES

Trade and other payables

6

-

(500)

-

TOTAL LIABILITIES

(170)

(6,298)

(322)

NET ASSETS

62

8,050

137

EQUITY

Share capital

9

271

2,098

271

Share premium account

9

7,571

7,373

7,571

Capital redemption reserve

2,077

2,077

Share based payments reserve

1,456

1,542

1,456

Retained earnings

(11,313)

(2,963)

(11,238)

TOTAL EQUITY

62

8,050

137

KENNEDY VENTURES PLC

UNAUDITED CONSOLIDATED CASH FLOW STATEMENT

for the period ended 31 December 2012

Six months ended

Six months ended

15 months ended

Note

31 December

2012

30 September 2011

30 June

2012

£'000

£'000

£'000

CASH FLOW FROM OPERATING ACTIVITIES

Net cash used in operating activities of continuing operations

7

(225)

-

-

Net cash used in operating activities of discontinued operations

7

-

(1,775)

(3,179)

NET CASH USED IN OPERATING ACTIVITIES

(225)

(1,775)

(3,179)

INVESTING ACTIVITIES

Investment made

(55)

-

Net cash from / (used in) investing activities by continuing operations

(55)

-

-

Net cash from / (used in) investing activities by discontinued operations

-

2,949

5,935

NET CASH FROM / (USED IN) INVESTING ACTIVITIES

(55)

2,949

5,935

FINANCING ACTIVITIES

Net proceeds of share issue

-

-

448

Repayment of convertible loan notes

-

-

(500)

(Decrease)/increase in short term borrowings

-

1,656

(3,017)

Repayment of obligations under finance leases

-

28

(77)

NET CASH (USED IN) / FROM FINANCING ACTIVITIES

-

(1,674)

(3,146)

NET DECREASE IN CASH

(280)

(500)

(390)

CASH AT THE BEGINNING OF PERIOD

425

404

815

CASH AT THE END OF THE PERIOD

145

(96)

425

KENNEDY VENTURES PLC

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

for the period ended 31 December 2012

1

GENERAL INFORMATION AND ACCOUNTING POLICIES

These interim consolidated financial statements are for the six months ended 31 December 2012. The interim financial report, which has not been audited or reviewed, has been prepared in accordance with International Financial Reporting Standards (IFRS) adopted for use in the European Union.

The information for the period ended 30 June 2012 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors reported on those accounts: their report contained the following words:

"Basis of qualified opinion

With respect to the result on disposal of discontinued operations relating to the MSS Building Services and Compliance

divisions and the associated consolidated results to the date of disposal as described in the basis of preparation and note 9

to the financial statements, the audit evidence available to us was limited because we were unable to access the accounting

records of those divisions up to the date of disposal. Owing to the nature of those divisions' records, we were unable to

obtain sufficient appropriate audit evidence regarding the disclosure of consolidated results up to the date of disposal and

associated profits on disposal by using other audit procedures.

Opinion on financial statements

In our opinion except for the possible effects of the matters described in the Basis of Qualified Opinion paragraph, the

financial statements:

• give a true and fair view of the state of the group's and of the parent company's affairs as at 30 June 2012 and of the

group's loss for the period then ended;

• have been properly prepared in accordance with IFRSs as adopted by the European Union; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter - basis other than going concern

In forming our opinion on the financial statements, which is not qualified in this respect, we have considered the adequacy of

the disclosure made on the basis of preparation in Note 2 concerning the preparation of the financial statements on a basis

other than going concern."

but was otherwise unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

The annual financial statements are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union.

The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest audited financial statements, except as described below.

Going concern

The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

2

BUSINESS, GEOGRAPHICAL AND SEGMENTAL REPORTING

The Group's operations were only in the United Kingdom. Following the disposal of the Group's Compliance division, the cessation of operations at its Interior Contractors division, the sale of the Building Services division and the complete change in directors at the time of the CVA's approval, the results reported in the Consolidated Income Statement relate solely to Head Office costs from the time of approval of the CVA. The Building Services segment, Interior Contracts segment and the Compliance segment are now reported under Discontinued operations.

3

TAX

Corporation tax charge for the six month period has been estimated at £nil (six months ended 30 September 2011: £nil). No deferred tax asset has been recognised in relation to the losses in the period.

KENNEDY VENTURES PLC

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

For the period ended 31 December 2012

4

EARNINGS PER ORDINARY SHARE

The calculation of basic and diluted loss per share is based on the following data:

Six months ended

Six months ended

15 months ended

31 December

2012

30 September 2011

30 June

2012

£'000

£'000

£'000

Continuing operations

Loss for the financial period

(102)

-

-

Number of shares

Weighted average number of ordinary shares for the purposes of basic earnings per share

27,098,000

2,098,022

5,431,355

Potentially dilutive ordinary shares

420,645

-

-

Weighted average number of shares for the purposes of diluted earnings per share

27,518,645

2,098,022

5,431,355

Basic (loss) / profit per ordinary share (pence)

Continuing operations

(0.38)

-

-

Discontinued operations

0.10

(66)

(233)

Diluted (loss) / profit per ordinary share (pence)

Continuing operations

(0.37)

-

-

Discontinued operations

0.10

(66)

(233)

5

BORROWINGS

Six months ended

Six months ended

15 months ended

31 December

2012

30 September 2011

30 June

2012

£'000

£'000

£'000

Bank loans due for settlement within one year

-

1,224

6

CONVERTIBLE SECURED LOAN NOTES

Convertible Loan Notes were issued on 31 March 2011 and were redeemed prior to 30 June 2012 

KENNEDY VENTURES PLC

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

For the period ended 31 December 2012

7

NOTES TO THE CASH FLOW STATEMENT

Six months ended

Six months ended

15 months ended

31 December

2012

30 September 2011

30 June

2012

£'000

£'000

£'000

Operating loss from continuing activities

(102)

-

-

Operating cash flows before movement in working capital

(102)

-

Decrease / (increase) in receivables

2

-

(Decrease) / increase in payables

(125)

-

Decrease in provisions

-

-

-

Cash utilised by operations

(225)

-

-

Net cash used in operating activities of continuing operations

(225)

-

-

Net cash used in operating activities of discontinued operations

-

(1,775)

(3,179)

Net cash flow from operating activities

(225)

(1,775)

(3,179)

8

DIVIDEND

No dividend is proposed in respect of the period to 31 December 2012 (2011: £nil).

9

SHARE CAPITAL

31 December

2012

30 September 2011

30 June

2012

£'000

£'000

£'000

Issued and fully paid