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Interim Results

21 Aug 2014 07:00

RNS Number : 6784P
Tanfield Group PLC
21 August 2014
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ο»Ώ

The Tanfield Group Plc

("Tanfield", or "the Company")

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

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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 atΒ www.tanfieldgroup.com.

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Summary

β€’ Positive update on Snorkel

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

β€’ 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: Β£1.28 million ($2.11 million) equity and Β£2.78 million ($4.75 million) debt

β€’ 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

β€’ Date of AGM 30 September 2014

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Background

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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.

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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.

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Overview of current investments

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Snorkel

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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.

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

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Smith Electric Vehicles

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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

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Proposed subsequent flotation on a US National Exchange

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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.

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Realisation of Smith Investment

Β 

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.

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

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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.Β 

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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.

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AGM

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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.

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For further information:

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Tanfield Group Plc

Roy Stanley - Non-executive Director 0845 155 7755

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WH Ireland Limited

James Joyce / Nick Field 020 7220 1666

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Peterhouse Corporate Finance

Peter Greensmith/Duncan Vasey/Lucy Williams 020 7469 0930

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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

Β 31 Dec 13

Β (audited)

Β 

Β£000's

Β£000's

Β£000's

Β 

Β 

Revenue

-

1,270

2,223

Β 

Staff costs

(56)

(909)

(2,606)

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Depreciation and amortisation expense

-

-

Β 

Other operating income

9

-

-

Β 

Other operating expenses

(82)

(443)

(679)

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Loss from operations before impairments

(129)

(82)

(1,062)

Β 

Impairment of Investments

-

-

(1,357)

Β 

Intercompany loan forgiveness

-

-

(17,141)

Β 

Adjustment to fair value of investments

-

-

26,984

Β 

Profit/(loss) from operations after impairments

(129)

(82)

7,424

Β 

Finance expense

(139)

-

(80)

Β 

Finance income

7

22

48

Β 

Net finance (expense) income

(132)

22

(32)

Β 

Β 

Profit/(loss) from operations before tax

(261)

(60)

7,392

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Taxation

-

-

-

Β 

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

(261)

(60)

7,392

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Β 

Β 

Earnings/(loss) per share

Β 

Β 

Earnings/(loss) per share from operations

Β 

Basic (p)

(0.18)

(0.04)

5.40

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Diluted (p)

(0.18)

(0.04)

5.29

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Β 

BALANCE SHEET

AS AT 30 JUNE 2014

30 Jun 14

(unaudited)

30 Jun 13

(unaudited)

31 Dec 13

(audited)

Β 

Β£000's

Β£000's

Β£000's

Β 

Non current assets

Β 

Non current Investments

37,563

-

37,563

Β 

Investments in subsidiaries

-

11,965

-

Β 

37,563

11,965

37,563

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Current assets

Β 

Trade and other receivables

2,574

19,719

2,902

Β 

Deferred consideration

341

339

349

Β 

Cash and cash equivalents

257

380

375

Β 

3,172

20,438

3,626

Β 

Β 

Total assets

40,735

32,403

41,189

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Β 

Current liabilities

Β 

Trade and other payables

1,581

624

1,885

Β 

1,581

624

1,885

Β 

Non-current liabilities

Β 

Deferred tax liabilities

-

-

-

Β 

-

-

-

Β 

Total liabilities

1,581

624

1,885

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Β 

Equity

Β 

Share capital

7,086

6,975

6,975

Β 

Share premium

16,262

16,262

16,262

Β 

Share option reserve

862

1,966

1,904

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Special reserve

66,837

66,837

66,837

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Merger reserve

1,534

1,534

1,534

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Retained earnings

(53,427)

(61,796)

(54,208)

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Total equity

39,153

31,778

39,304

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Β 

Total equity and total liabilities

40,735

32,402

41,189

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Β 

STATEMENT OF CHANGES IN EQUITY

Β 

Β 

Β 

Share capital

Β 

Share premium

Β 

Share option reserve

Β 

Merger reserve

Β 

Special reserve

Β 

Retained earnings

Β 

Total

Β 

Β£000's

Β£000's

Β£000's

Β£000's

Β£000's

Β£000's

Β£000's

Β 

For the 6 month period ended 30 June 2014

Β 

Β 

At 1 January 2014

6,975

16,262

1,904

1,534

66,837

(54,208)

39,304

Β 

Comprehensive income

Β 

Loss for the year

-

-

-

-

-

(261)

(261)

Β 

Total comprehensive income for the year

-

-

-

-

-

(261)

(261)

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Transactions with owners in their capacity as owners:-

Β 

Share options exercised

111

-

(1,042)

-

-

1,042

111

Β 

At 30 June 2014

7,086

16,262

862

1,534

66,837

(53,427)

39,154

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For the 6 month period ended 30 June 2013

Β 

At 1 January 2013

6,450

14,823

1,885

1,534

66,837

(61,736)

29,793

Β 

Comprehensive income

Β 

Loss for the year

-

-

-

-

-

(60)

(60)

Β 

Total comprehensive income for the year

-

-

-

-

-

(60)

(60)

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Transactions with owners in their capacity as owners:-

Β 

Issuance of new shares

525

1,439

-

-

-

-

1,964

Β 

Share based payments

-

-

81

-

-

-

81

Β 

At 30 June 2013

6,975

16,262

1,966

1,534

66,837

(61,796)

31,778

Β 

Β 

For the year ended 31 December 2013

Β 

Β 

At 1 January 2013

6,450

14,823

1,885

1,534

66,837

(61,736)

29,793

Β 

Comprehensive income

Β 

Profit for the year

-

-

-

-

-

7,392

7,392

Β 

Total comprehensive income for the year

-

-

-

-

-

7,392

7,392

Β 

Transactions with owners in their capacity as owners:-

Β 

Issuance of new shares

525

1,439

-

-

-

-

1,964

Β 

Share based payments

-

-

19

-

-

136

155

Β 

At 31 December 2013

6,975

16,262

1,904

1,534

66,837

(54,208)

39,304

Β 

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

Β 31 Dec 13

Β (audited)

Β 

Β£000's

Β£000's

Β£000's

Β 

Β 

Profit/(loss) before interest and taxation

(129)

(82)

7,424

Β 

Loss on current asset currency fluctuations

(95)

-

27

Β 

Adjustment to fair value of investment

-

-

(26,650)

Β 

Loss on intercompany loan write off

-

-

17,141

Β 

Loss on impairment of investments

-

-

1,357

Β 

Operating cash flows before movements in working capital

(224)

(82)

(701)

Β 

(Increase)/decrease in receivables

337

(2,132)

(1,513)

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Increase/(decrease) in payables

(305)

207

270

Β 

Net cash (used in) operations

(192)

(2,007)

(1,944)

Β 

Β 

Interest paid

(44)

-

(80)

Β 

Net cash used in operating activities

(236)

(2,007)

(2,024)

Β 

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Cash flow from Investing Activities

Β 

Purchase of investments

-

-

-

Β 

Loan to Smith Electric Vehicles US Corp

-

-

-

Β 

Interest received

7

22

34

Β 

Net cash from/(used in) investing activities

7

22

34

Β 

Β 

Β 

Cash flow from financing activities

Β 

Proceeds from issuance of ordinary shares net of costs

111

1,963

1,963

Β 

Net cash from financing activities

111

1,963

1,963

Β 

Net decrease in cash and cash equivalents

(118)

(22)

(27)

Β 

Cash and cash equivalents at the start of year

375

402

402

Β 

Cash and cash equivalents at the end of the year

257

380

375

Β 

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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.

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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.

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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.

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3 Earnings/(loss) per share

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

Β 

Β 

Number of shares

Six months

Six months

Year to

Β 

to 30 Jun 14

to 30 Jun 13

31 Dec 13

Β 

000's

000's

000's

Β 

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

141,427

134,223

136,879

Β 

Effect of dilutive potential ordinary shares from share options

720

2,891

2,883

Β 

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

142,147

137,114

139,762

Β 

Β 

Β 

Earnings

Six months

Six months

Year to

Β 

to 30 Jun 14

to 30 Jun 13

31 Dec 13

Β 

From operations

Β£000's

Β£000's

Β£000's

Β 

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

(261)

(60)

7,392

Β 

Potential dilutive ordinary shares from share options

-

-

-

Β 

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

(261)

(60)

7,392

Β 

Β 

Earnings/(loss) per share from operations

Β 

Basic (p)

(0.18)

(0.04)

5.40

Β 

Diluted (p)a

(0.18)

(0.04)

5.29

Β 

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.

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This information is provided by RNS
The company news service from the London Stock Exchange
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END
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IR SEIEFSFLSESA
Date   Source Headline
18th Oct 20107:00 amRNSStatement re Proposal for Tanfield Shareholders
4th Oct 20103:58 pmRNSPurchase of Shares by Directors
1st Oct 20104:35 pmRNSPrice Monitoring Extension
1st Oct 20103:15 pmRNSDirectorate Change
1st Oct 201012:29 pmRNSHolding(s) in Company
30th Sep 201012:30 pmRNSResult of General Meeting and Date of AGM
28th Sep 20103:35 pmRNSResult of Open Offer
17th Sep 201012:48 pmRNSHolding(s) in Company
17th Sep 201012:46 pmRNSHolding(s) in Company
13th Sep 20103:11 pmRNSHolding(s) in Company
10th Sep 201011:02 amRNSHolding(s) in Company
8th Sep 20107:00 amRNSOpen Offer
26th Aug 20107:00 amRNSExpected Financing Arrangements
18th Aug 20101:37 pmRNSInterim Results
9th Aug 20109:22 amRNSProposed US flotation of electric vehicle business
9th Aug 20109:19 amRNSAdjournment of AGM
19th Jul 20105:06 pmRNSNotice of AGM
9th Jul 20107:00 amRNSDiscussions with SEVUS
29th Jun 20103:09 pmRNSPublication of Report and Accounts
7th May 20107:00 amRNSPreliminary Results - year ending 31 December 2009
30th Apr 20107:35 amRNSNotice of Results
1st Apr 20107:00 amRNSUS Associate Company Wins Additional Grant Funding
10th Mar 20107:00 amRNSConditional Offer for Smith Elec. division
22nd Feb 20104:40 pmRNSSecond Price Monitoring Extn
22nd Feb 20104:35 pmRNSPrice Monitoring Extension
22nd Dec 20097:00 amRNSDirectorate Change
2nd Dec 200912:46 pmRNSNew Contract Win
30th Oct 20097:19 amRNSTrading Statement
30th Sep 20097:00 amRNSHalf Yearly Report
6th Aug 20097:00 amRNSUS Associate Wins Federal Funding
5th Aug 200911:12 amRNSTanfield completes negotiations over US Assoc
28th Jul 20092:11 pmRNSFirst electric trucks delivered
22nd Jul 200911:29 amRNSDirector/PDMR Shareholding
24th Jun 200911:29 amRNSTanfield named as Preferred Supplier in DfT Scheme
24th Jun 20097:00 amRNSStatement re Government Funding Award
18th Jun 20094:33 pmRNSResult of General Meeting
1st Jun 20093:23 pmRNSDirector/PDMR Shareholding
18th May 20095:33 pmRNSAnnual Accounts and Circ. re Share Premium Canc.
20th Apr 20094:40 pmRNSSecond Price Monitoring Extn
20th Apr 20094:35 pmRNSPrice Monitoring Extension
8th Apr 20097:00 amRNSFinal Results
27th Mar 20096:11 pmRNSRe US Joint Venture partner announcement
17th Mar 20094:40 pmRNSSecond Price Monitoring Extn
17th Mar 20094:35 pmRNSPrice Monitoring Extension
3rd Mar 20097:00 amRNSRe. Concept BEV Passenger Vehicle
9th Feb 20097:00 amRNSDevelopment Partnership with Ford Motor Co
6th Feb 20097:00 amRNSHeads of Terms re US Joint Venture
6th Feb 20097:00 amRNSTrading Update
4th Feb 20094:40 pmRNSSecond Price Monitoring Extn
4th Feb 20094:35 pmRNSPrice Monitoring Extension

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