MCAP.L Regulatory News (MCAP)

29 Jun 2006 07:01

Mission Capital PLC29 June 2006 29 June 2006 MISSION CAPITAL PLC INTERIM STATEMENT Chairman's Statement It is with pleasure that I announce our interim results for the period ended 31March 2006 and at a time when the Company is in the course of being transformed. Dealings commenced in the shares of the company, Mission Capital, on theAlternative Investment Market of the London Stock Exchange ("AIM"), on 05December 2005. After costs, we raised £2.8m via a placing of 60,560,000 ordinary shares at 5pper share. Whilst we have no turnover to report, as our acquisition does notfall into this financial period, interest income has been received. We report aloss on ordinary activities before taxation of £29,951 representing a basic anddiluted loss per share of 0.062p. At this stage, the Company will not be payinga dividend. Part of our core strategy was to purchase property related businesses which ownand/or manage property, such as car parks or care homes. On 05 June 2006 weannounced the acquisition of Karspace Management Ltd (KML), a privately ownedcompany specialising in the provision of car park and traffic managementservices to both the public and private sector. Founded in 1992 and based in Tonbridge, Kent, KML currently manages car parkingcontracts throughout the UK in both public and private sectors, including anumber of niche Local Authority and NHS Trust contracts. For the year ended 31March 2006, KML's audited accounts show a turnover of approximately £5.3m and apre-tax profit of £0.25m. As at 31 March 2006, KML's audited net assets were£0.6m. The maximum consideration payable for the acquisition is a total of £2.6m. Theinitial consideration payable was £1.9m, comprising £1.2m in cash and £0.7mthrough the issue of 10,370,371 new ordinary shares at 6.75p per share. The deferred consideration of up to £0.7m is conditional on two separateaspects. The first relates to the outcome of an existing contract, which onceconcluded satisfactorily, will release up to £0.4m, which is payable half incash and half through the issue of new ordinary shares at 6.75p per share. Thesecond is dependent on the level of adjusted pre-tax profit for the year ending31 March 2007, where the maximum payment will be £0.3m in cash. It is our intention to seek to expand our car parking business both throughacquisition and organic growth as we see significant opportunities in the carparking sector. Following the acquisition, both Managing Director Emma Sinclairand I have joined the KML Board. Over the course of this year, Mission Capital has increased its shareholding to29.15% of the issued share capital of Abraxus Investments plc ("Abraxus"), acompany quoted on AIM. We note the recent announcement by Abraxus of the sale ofits Hungarian subsidiary which we understand is due to realise a price in excessof the monies spent by Abraxus. As a major shareholder, we anticipate somediscussions with management as to the future direction of the company. In our admission document we noted that the current economic climate in the UKwas not conducive to ready made good value property investments. However, therise in swap rates and the recent increase in volatility in the stock marketswill, in my view, introduce some caution in respect of the types of propertiesthat we are seeking. We believe that this will therefore create opportunitiesfor Mission Capital. This is my first opportunity to thank the initial shareholders who supported oursuccessful flotation last December and our advisors. In addition, our threenon-executive directors, Robert Burrow, Michael Guthrie and Giuseppe Ciardi havebeen incredibly helpful and insightful in these first few months. On a personal level, working with my daughter Emma has proved to be not onlyenjoyable but also intellectually stimulating. As Managing Director, she hasapproached the task with enormous enthusiasm and tenacity and she is determinedthat your Company becomes a significant one. We are looking to the future with confidence. Neil SinclairChairman 29 June 2006 For further enquiries: Hudson Sandler Tel: 020 7796 4133Michael Sandler / Kate Hough Mission Capital PlcProfit and Loss AccountFor the period ended 31 March 2006 Unaudited Notes Period to 31 March 2006 £ Turnover - Administrative expenses (66,810) Operating loss (66,810) Interest receivable 36,859 Loss on ordinary activities before taxation (29,951) Taxation - Loss for the financial period (29,951) Basic and diluted loss per share 2 (0.062p) There were no recognised gains and losses other than the loss for the financialperiod. Mission Capital PlcBalance SheetFor the period ended 31 March 2006 Unaudited Notes Period to 31 March 2006 £ £Fixed assetsInvestments 3 628,874 Current assetsDebtors 24,141Deposits and Cash at bank and in hand 2,962,544 2,986,685 Creditors: amounts falling due within one year (19,921) Net current assets 2,966,764 Total assets less current liabilities 3,595,638 Capital and reservesCalled up share capital 874,886Share premium account 2,750,703Profit and loss account (29,951) Shareholders' funds 3,595,638 Mission Capital PlcCash Flow StatementFor the period ended 31 March 2006 Unaudited Notes Period to 31 March 2006 £ Net cash outflow from operating activities 4 (71,030) Returns on investments and servicing of financeInterest received 36,859 Cash outflow before use of liquid resources and financing (34,171) FinancingIssue of ordinary share capital 2,996,715 Net cash inflow from financing 2,996,715 Increase in cash in the period 2,962,544 Mission Capital PlcNotes to the Financial StatementsFor the period ended 31 March 2006 1. Accounting Policies 1.1 Accounting Convention The financial statements are prepared under the historical cost convention. 1.2 Compliance with accounting standards The financial statements are prepared in accordance with applicable accounting standards, which have been applied consistently (except as otherwise stated). 1.3 Investments Fixed asset investments are stated at cost less any permanent diminution in value. 1.4 Deferred taxation Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted. 2. Basic and diluted loss per share The calculation of loss per share is based on the loss after taxation for the period divided by 48,319,385 shares, being the weighted average of shares in issue during the period. Fully diluted loss per share is also based upon the above figures as there are no dilutive potential ordinary shares in issue. 3. Fixed Asset Investments £Cost Additions 628,874 As at 31 March 2006 628,874 Provisions for diminution in value Charge for the year - As at 31 March 2006 - Net Book Value As at 31 March 2006 628,874 Market Value As at 31 March 2006 477,972 Holdings of more than 20% The above investment relates to Abraxus Investments Plc (AXU), a propertydevelopment and investment company. Consequent to Mission Capital Plc's admission to trading on AIM, Ordinary Shareswere issued at the Placing Price to acquire approximately 19% of the issuedshare capital of AXU, an AIM listed company, under a share Exchange Agreement.On 27 March 2006, Mission Capital Plc issued further shares in order to increaseits holding and as at 31 March 2006 the company held 27.75% of the ordinaryshare capital of AXU. In respect of AXU, for the last relevant financial year ended 31 March 2005, theaggregate of capital and reserves was £1,987,120 and a loss of £431,467 wasmade. In May 2006 the Company increased its holding in AXU to 29.15%. The Company is not directly involved in the operational and financial policiesof AXU and so does not exercise significant influence over its investment.Therefore, the investment is considered to be an ordinary fixed asset investmentand not an associate. 4. Reconciliation of operating loss to net cash outflow from operating activities. Unaudited Period to 31 March 2006 £ Operating loss (66,810) Increase in debtors (24,141)Increase in creditors 19,921 Net cash outflow from operating activities (71,030) 5. Major non-cash transactions The Company issued 9,569,106 shares at 5 pence per share in exchange for 6,634,444 shares in AXU. A further 2,359,506 shares were issued at 6.375 pence per share in exchange for 2,935,000 shares in AXU. These additions are considered to be ordinary fixed asset investments. 6. Post Balance Sheet Events In June 2006 the Company acquired Karspace Management Limited (KML), a privately owned Company specialising in the provision of car park and traffic management services to both the public and private sector. The acquisition was for a total maximum consideration of £2.6m, which includes £0.3m dependent on KML's results for the year ended 31 March 2007. The initial consideration payable was £1.9m, comprising £1.2m in cash and £0.7m through the issue of new ordinary shares. The remaining consideration of up to £0.7m is conditionally deferred. 7. Financial Information The financial information set out above does not constitute financial statements. The financial information for the period ended 31 March 2006 is unaudited. This interim report is being sent to all shareholders and will be available to the public from the Company's registered office, 29/30 Fitzroy Square, London, W1T 6LQ. Mission Capital Plc: Mission Capital has been formed as an acquisitive vehicle focusing on assets andbusinesses related to, or connected with, property. The Company's strategy isaimed at securing both cash generative and medium-to-high yield businesses andreal estate in the UK comprising cash generative property services businesses,property related businesses with potential asset backing and properties whereactive management could increase the value. Share Price Information: The Company's share price appears daily in the financial columns of The DailyTelegraph, The Financial Times, The Daily Mail and The London Evening Standard. Board of Directors: Neil Sinclair: ChairmanEmma Sinclair: Managing DirectorRobert Burrow: Non-executive DirectorGiuseppe Ciardi: Non-executive DirectorMichael Guthrie: Non-executive Director Company Secretary:Robert Burrow Registered Office:Goodman Jones29-30 Fitzroy SquareLondon W1T 6LQ Head Office:211 PiccadillyLondon W1J 9HF Registered in England and Wales:No. 5542221 This information is provided by RNS The company news service from the London Stock Exchange