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Interim Results

21 Aug 2014 07:00

RNS Number : 6784P
Tanfield Group PLC
21 August 2014
 



The Tanfield Group Plc

("Tanfield", or "the Company")

 

Interim Results for the six-month period to 30 June 2014

 

Tanfield Group Plc, an investing company as defined by AIM Rules, announces its half year results for the period ending 30 June 2014. The unaudited financial statements are available on the Company website at www.tanfieldgroup.com.

 

 

Summary

Positive update on Snorkel

o Valuation of holding in Snorkel: £36.28 million ($60.1 million)

Smith Electric Vehicles:

o Acquisition of OTCBB target completed

o Planned OTCBB listing and subsequent planned US National Exchange flotation

o Planned completion of Series E funding

o Valuation of holding in Smith: £1.28 million ($2.11 million) equity and £2.78 million ($4.75 million) debt

Based on revised, positive outlook for short-term realisation of value:

o No requirement for an Open Offer to shareholders

o No current proposed change in investment strategy

Date of AGM 30 September 2014

 

 

Background

 

The Company is currently defined as an investing company that has two passive investments. This status resulted from the disposal of Smith Electric Vehicles in 2010 and the disposal of Snorkel Europe Limited in October 2013. Tanfield Group Plc currently owns 24% of Smith Electric Vehicles Corp. ("Smith") and 49% of Snorkel International Holdings LLC ("Snorkel"). The Directors believe that these investments have the potential to provide a return of value to shareholders over time.

 

The strategy of the company in relation to these investments is to return as much of the realised value in these investments as soon possible to shareholders as and when they occur. The way that value will be returned to shareholders is under review.

 

 

Overview of current investments

 

Snorkel

 

The Snorkel business continues to progress well. The new entity in which Tanfield holds its interest is an LLC organised under US law with Tanfield owning 49%. Both production and the order book continue to increase. The annualised run rate of sales currently exceeds $100 million. Significant new working capital of in excess of $30m has been introduced into the business. Restructuring has taken place to reduce the breakeven of the business. The Board of Tanfield is confident that the Snorkel business continues to move towards meaningful profitability.

 

The carrying value of Tanfield's investment in Snorkel is £36.28 million. This represents a value per share of 25.6p.

 

Smith Electric Vehicles

 

Smith has executed the acquisition of American Business Services, Inc (ABSR), an OTCBB company, by acquiring 85% of the common stock of ABSR. Smith is in the process of completing its Series E funding round, expected to raise up to $20 million. On the closing of this funding round Smith then intends to complete the merger with ABSR and become a publicly traded company on the OTCBB

 

Proposed subsequent flotation on a US National Exchange

 

As previously announced on 20 May 2014, following the completion of the merger with ABSR Smith intends to apply for a Listing on a US national exchange. Subject to meeting the applicable listing requirements, it is proposed that Smith will apply to list on NYSE or NASDAQ upon completion of a subsequent underwritten offering. This is in order to satisfy the waiver of the one year seasoning requirement, a regulation relating primarily to applicant companies that have previously been traded on another exchange, and the reporting of information.

 

Realisation of Smith Investment

 

It is currently anticipated that Tanfield Group could have tradable NYSE or NASDAQ listed stock in ABSR after 180 day lock in expires from the date that Smith becomes a publicly traded company on the OTCBB.

 

 

Strategy of the Board of Directors' in relation to its current investment status

 

The Tanfield Group Board has now decided that in the light of the potential realisation of its investment in Smith Electric Vehicles, it will not pursue an open offer to shareholders, as previously indicated in its announcement of 2 June 2014. In addition the Board has also decided not to seek to change its current investment strategy, but feels it prudent to keep this under review

 

It is the aim of the Board to return any value realisation from its investments in Smith and Snorkel to shareholders as soon as these events occur and circumstances allow. If and when opportunities arise, the methods of return of value will be decided on the basis of the most cost effective and efficient ways available at the time.

 

 

AGM

 

The Company's AGM will be held at 10:00am on 30 September 2014 at the Company's registered office, Sandgate House, 102 Quayside, Newcastle upon Tyne, NE1 3DX. A notice of AGM will be sent out in due course and will be available on the Company website www.tanfieldgroup.com.

 

 

For further information:

 

Tanfield Group Plc

Roy Stanley - Non-executive Director 0845 155 7755

 

WH Ireland Limited

James Joyce / Nick Field 020 7220 1666

 

Peterhouse Corporate Finance

Peter Greensmith/Duncan Vasey/Lucy Williams 020 7469 0930

 

STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDING 30 JUNE 2014

Six months to

30 Jun 14 (unaudited)

Six months to 30 Jun 13 (unaudited)

Year to

 31 Dec 13

 (audited)

 

£000's

£000's

£000's

 

 

Revenue

-

1,270

2,223

 

Staff costs

(56)

(909)

(2,606)

 

Depreciation and amortisation expense

-

-

 

Other operating income

9

-

-

 

Other operating expenses

(82)

(443)

(679)

 

Loss from operations before impairments

(129)

(82)

(1,062)

 

Impairment of Investments

-

-

(1,357)

 

Intercompany loan forgiveness

-

-

(17,141)

 

Adjustment to fair value of investments

-

-

26,984

 

Profit/(loss) from operations after impairments

(129)

(82)

7,424

 

Finance expense

(139)

-

(80)

 

Finance income

7

22

48

 

Net finance (expense) income

(132)

22

(32)

 

 

Profit/(loss) from operations before tax

(261)

(60)

7,392

 

Taxation

-

-

-

 

Profit/(loss) & total comprehensive income for the year attributable to equity shareholders

(261)

(60)

7,392

 

 

 

Earnings/(loss) per share

 

 

Earnings/(loss) per share from operations

 

Basic (p)

(0.18)

(0.04)

5.40

 

Diluted (p)

(0.18)

(0.04)

5.29

 

 

 

BALANCE SHEET

AS AT 30 JUNE 2014

30 Jun 14

(unaudited)

30 Jun 13

(unaudited)

31 Dec 13

(audited)

 

£000's

£000's

£000's

 

Non current assets

 

Non current Investments

37,563

-

37,563

 

Investments in subsidiaries

-

11,965

-

 

37,563

11,965

37,563

 

Current assets

 

Trade and other receivables

2,574

19,719

2,902

 

Deferred consideration

341

339

349

 

Cash and cash equivalents

257

380

375

 

3,172

20,438

3,626

 

 

Total assets

40,735

32,403

41,189

 

 

Current liabilities

 

Trade and other payables

1,581

624

1,885

 

1,581

624

1,885

 

Non-current liabilities

 

Deferred tax liabilities

-

-

-

 

-

-

-

 

Total liabilities

1,581

624

1,885

 

 

Equity

 

Share capital

7,086

6,975

6,975

 

Share premium

16,262

16,262

16,262

 

Share option reserve

862

1,966

1,904

 

Special reserve

66,837

66,837

66,837

 

Merger reserve

1,534

1,534

1,534

 

Retained earnings

(53,427)

(61,796)

(54,208)

 

Total equity

39,153

31,778

39,304

 

 

Total equity and total liabilities

40,735

32,402

41,189

 

 

STATEMENT OF CHANGES IN EQUITY

 

 

 

Share capital

 

Share premium

 

Share option reserve

 

Merger reserve

 

Special reserve

 

Retained earnings

 

Total

 

£000's

£000's

£000's

£000's

£000's

£000's

£000's

 

For the 6 month period ended 30 June 2014

 

 

At 1 January 2014

6,975

16,262

1,904

1,534

66,837

(54,208)

39,304

 

Comprehensive income

 

Loss for the year

-

-

-

-

-

(261)

(261)

 

Total comprehensive income for the year

-

-

-

-

-

(261)

(261)

 

Transactions with owners in their capacity as owners:-

 

Share options exercised

111

-

(1,042)

-

-

1,042

111

 

At 30 June 2014

7,086

16,262

862

1,534

66,837

(53,427)

39,154

 

For the 6 month period ended 30 June 2013

 

At 1 January 2013

6,450

14,823

1,885

1,534

66,837

(61,736)

29,793

 

Comprehensive income

 

Loss for the year

-

-

-

-

-

(60)

(60)

 

Total comprehensive income for the year

-

-

-

-

-

(60)

(60)

 

Transactions with owners in their capacity as owners:-

 

Issuance of new shares

525

1,439

-

-

-

-

1,964

 

Share based payments

-

-

81

-

-

-

81

 

At 30 June 2013

6,975

16,262

1,966

1,534

66,837

(61,796)

31,778

 

 

For the year ended 31 December 2013

 

 

At 1 January 2013

6,450

14,823

1,885

1,534

66,837

(61,736)

29,793

 

Comprehensive income

 

Profit for the year

-

-

-

-

-

7,392

7,392

 

Total comprehensive income for the year

-

-

-

-

-

7,392

7,392

 

Transactions with owners in their capacity as owners:-

 

Issuance of new shares

525

1,439

-

-

-

-

1,964

 

Share based payments

-

-

19

-

-

136

155

 

At 31 December 2013

6,975

16,262

1,904

1,534

66,837

(54,208)

39,304

 

CASH FLOW STATEMENT

FOR THE SIX MONTHS ENDING 30 JUNE 2014

Six months to 30 Jun 14 (unaudited)

Six months to 30 Jun 13 (unaudited)

Year to

 31 Dec 13

 (audited)

 

£000's

£000's

£000's

 

 

Profit/(loss) before interest and taxation

(129)

(82)

7,424

 

Loss on current asset currency fluctuations

(95)

-

27

 

Adjustment to fair value of investment

-

-

(26,650)

 

Loss on intercompany loan write off

-

-

17,141

 

Loss on impairment of investments

-

-

1,357

 

Operating cash flows before movements in working capital

(224)

(82)

(701)

 

(Increase)/decrease in receivables

337

(2,132)

(1,513)

 

Increase/(decrease) in payables

(305)

207

270

 

Net cash (used in) operations

(192)

(2,007)

(1,944)

 

 

Interest paid

(44)

-

(80)

 

Net cash used in operating activities

(236)

(2,007)

(2,024)

 

 

Cash flow from Investing Activities

 

Purchase of investments

-

-

-

 

Loan to Smith Electric Vehicles US Corp

-

-

-

 

Interest received

7

22

34

 

Net cash from/(used in) investing activities

7

22

34

 

 

 

Cash flow from financing activities

 

Proceeds from issuance of ordinary shares net of costs

111

1,963

1,963

 

Net cash from financing activities

111

1,963

1,963

 

Net decrease in cash and cash equivalents

(118)

(22)

(27)

 

Cash and cash equivalents at the start of year

375

402

402

 

Cash and cash equivalents at the end of the year

257

380

375

 

 

1 Basis of preparation

The Interim Report of the Company for the six months ended 30 June 2014 has been prepared in accordance with AIM Rule 18 and not in accordance with IAS34 "Interim Financial Reporting" therefore is not fully in compliance with IFRS.

 

The half year report does not constitute financial statements as defined in Section 434 of the Companies Act 2006 and does not include all of the information and disclosures required for full annual statements. It should be read in conjunction with the annual report and financial statements for the year ended 31 December 2013 which is available on request from the Company's registered office, Sandgate House, 102 Quayside, Newcastle upon Tyne NE1 3DX or can be downloaded from the corporate website www.tanfieldgroup.com.

 

 

2 Accounting Policies

The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 December 2013, as described in those financial statements. In particular, the accounts have been prepared on a going concern basis, and as set out on page 17 of those financial statements.

 

 

 

 

3 Earnings/(loss) per share

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

 

 

Number of shares

Six months

Six months

Year to

 

to 30 Jun 14

to 30 Jun 13

31 Dec 13

 

000's

000's

000's

 

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

141,427

134,223

136,879

 

Effect of dilutive potential ordinary shares from share options

720

2,891

2,883

 

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

142,147

137,114

139,762

 

 

 

Earnings

Six months

Six months

Year to

 

to 30 Jun 14

to 30 Jun 13

31 Dec 13

 

From operations

£000's

£000's

£000's

 

Earnings/(loss) for the purposes of basic earnings per share being net profit attributable to owners of the parent

(261)

(60)

7,392

 

Potential dilutive ordinary shares from share options

-

-

-

 

Earnings/(loss) for the purposes of diluted earnings per share

(261)

(60)

7,392

 

 

Earnings/(loss) per share from operations

 

Basic (p)

(0.18)

(0.04)

5.40

 

Diluted (p)a

(0.18)

(0.04)

5.29

 

aIAS33 defines dilution as a reduction in earnings per share or an increase in loss per share resulting from the assumption that options are exercised. As the potential dilutive ordinary shares from share options reduce the loss per share these shares are omitted from the dilutive loss per share calculation in 2012.

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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