Volvere Regulatory News (VLE)

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2013

Volvere plc (AIM: VLE) the growth and turnaround investment company, announces its Interim Results for the six months ended 30 June 2013.

Highlights

Note

1 Based on period end shares in issue of 4,717,791, 4,866,778 and 4,812,278 respectively

· Movements in net asset values include a deferred tax charge of £0.85 million and treasury investment valuation movements of £0.49 million, which reversed following the period end

· Change in cash position reflects investments, working capital movements and share buybacks

· Acquisition of JMP Consultants successfully integrated into the Group and performance encouraging

For further information:

Chairman's Statement

The first half of 2013 has generated both challenges and opportunities. We have been encouraged by the Group's most recent acquisition, JMP Consultants, the transport planning and engineering consultancy. The performance of our other businesses was acceptable given their individual market challenges. Our net assets per share fell to £3.46 (from £3.74 at 31 December 2012) during the period, partly as a result of a deferred tax asset write down. We are continuing to support and monitor all our subsidiaries with a view to taking the steps necessary to protect and enhance shareholder value in the future.

David Buchler

Chairman

30 September 2013

Chief Executive's Statement

The first half of 2013 was mixed in terms of the underlying businesses' performance. However, that is perhaps not surprising given the diverse range of sectors in which we operate and the kind of investments we make. On a more positive note, the acquisition of JMP Consultants ("JMP") during May 2013 has met our expectations and, whilst it is early days, we are quietly confident that JMP will make a good long term contribution to the Group.

The performance of each of the Group's segments is set out below.

Online marketing and data services

Interactive Prospect Targeting Limited ("IPT"), the online marketing and data services company, which is 45.5% owned by Volvere, continued to invest significantly in Quizfactor. This has continued to impact profitability, with a resulting loss before interest and tax of £0.38 million for the period (6 months ended 30 June 2012: £0.08 million, Year ended 31 December 2012: profit £0.18 million). Revenue in the period was £4.16 million compared to £4.24 million for the period to 30 June 2012 (Year ended 31 December 2012: £8.88 million).

Although Quizfactor has generated some sales, and they are increasing, the development costs associated with the site remain in excess of revenues. The remaining aspects of IPT's business are profitable although its traditionally strong business in call-centre data provision has shown signs of weakness in some markets. During the period we received dividends of £0.1 million. The total amount received to date by way of dividends and loan repayments is £2.75 million, compared to an investment cost of £1.4 million.

Security solutions

Sira Defence and Security Limited ("SDS"), our security solutions business, delivered an improved performance for the first half of 2013. Revenues for the period were £0.10 million (30 June 2012: £0.12 million, Year ended 31 December 2012: £0.25 million). The action taken in 2012 to reduce costs has, in spite of the lower revenues, resulted in a breakeven performance this year compared to a loss before interest and tax of £0.05 million for the period to 30 June 2012 (Year ended 31 December 2012: loss £0.004 million). We are actively pursuing new prospects for SiraView, the digital CCTV-viewer, for which we continue to generate enquiries arising from the efficiency-seeking initiatives in the judicial sector in the UK.

Food manufacturing

This segment comprises Shire Foods Limited ("Shire"), the Group's 80%-owned frozen pie and pasty manufacturing business, which was acquired during 2011. We have previously reported on the improvements we have made in Shire and are pleased that the business has continued to benefit from both the refocusing of its own and customer ranges as well as the markets it serves, which has enabled it to increase revenue to £3.14 million for the period (30 June 2012: £2.50 million, Year ended 31 December 2012: £6.17 million).

However, early 2013 witnessed raw material (in particular beef) prices increasing significantly. National retail customers form a major proportion of Shire's revenues and this inhibits the ability to pass on raw material cost rises in the short term. As a result, Shire's gross margins were negatively impacted, the effect of which was to offset the additional contribution from the increased revenues generated in the period. We have now implemented customer price rises and the benefit of these, along with new product launches with new and existing customers, is expected to enhance performance in the second half of 2013. The loss before interest and tax was £0.29 million (30 June 2012: loss £0.16 million, Year ended 31 December 2012: loss £0.30 million).

We believe Shire is now positioned as a well-regarded manufacturer in its sector and we are working on sales opportunities that will allow us to increase the efficiency and use of the first class infrastructure in which Shire has invested. In September 2013, the business again was awarded BRC Grade A accreditation, an essential requirement for dealing with national retailers and food service customers.

Transport planning and engineering consultancy

The Group acquired the business and certain assets of JMP Consultants Limited during May 2013. JMP is a transport planning and engineering consultancy which provides transport planning and other property and engineering consultancy services to both the public and private sectors.

Although JMP has been in the Group for only a short time, we have been very encouraged on several fronts. Over and above a welcome positive financial contribution (revenue of £1.26 million and profit before interest and tax £0.19 million), the cultural fit with the JMP people has been satisfying to see. We are now working actively to support the company's growth aspirations.

Further information is set out in the financial review below and in note 2, segmental information.

Purchase of own shares

During the period the Group acquired further shares for treasury for a total consideration of £0.28 million. This brings the aggregate value of shares purchased as of 30 June 2013 to £4.1 million.

Acquisitions and future strategy

We are continuing to review distressed opportunities across a range of sectors. In addition, we are managing our treasury actively with a view to generating above average returns on our surplus cash. Although at the half year our treasury investment portfolio valuation was revalued downwards by £0.49 million, this position has since reversed and we have, since the period end, sold a large portion of these investments at a surplus to cost.

The broadly encouraging economic environment is likely to prove beneficial for our existing businesses. Whilst they each have their own specific challenges and are at different stages of development, I believe we can continue to build upon their achievements to date.

Jonathan Lander

Chief Executive

30 September 2013

Financial Review

This financial review covers the Group's performance during the period ended 30 June 2013. It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Revenue and operating performance

Detailed information about the Group's segments is set out in note 2 to these interim results and should be read in conjunction with this financial review.

Online marketing and data services

IPT's revenue for the period was £4.16 million, a decrease of 1.9% from the comparable period in 2012 (30 June 2012: £4.24 million, Year ended 31 December 2012: £8.88 million). The lower revenue, coupled with the investment in Quizfactor, resulted in an increased loss before interest and tax for the period of £0.38 million (30 June 2012: £0.08 million, Year ended 31 December 2012: profit £0.18 million). The investment in Quizfactor was £0.67 million for the period, with the remaining IPT business contributing a profit before interest and tax of £0.29 million.

In view of the continuing losses in IPT as a whole, the deferred tax balance relating to IPT has been written off in the period, resulting in a tax charge in the income statement of £0.85 million.

Security solutions

Revenue for security solutions was £0.10 million (6 months ended 30 June 2012: £0.12 million; Year ended 31 December 2012: £0.25 million) with a breakeven result being achieved. This compares with a loss before interest and tax of £0.05 million for the prior comparable period and of a breakeven for the whole of 2012.

Food manufacturing

Shire Foods' revenue and loss before interest and tax for the period were £3.14 million and £0.29 million respectively (30 June 2012: revenue £2.50 million, loss £0.16 million, Year ended 31 December 2012: revenue £ 6.17 million, loss £0.30 million).

As reported previously, in January 2012 Shire entered a creditors' voluntary arrangement ("CVA") whereby approximately £1.20 million of unsecured creditors' balances will be satisfied in return for payments totalling £0.35 million payable over a maximum of 3 years. Until such time as these sums have been paid, the CVA creditor liabilities remain in the statement of financial position. At 30 June 2013, the CVA payments made to date amount to £0.17 million.

The Group continued to support Shire by providing further loans during the period and at the period end the amounting outstanding was £1.52 million (30 June 2012: £0.81 million, 31 December 2012: £1.57 million) which with the equity and related intellectual property investments made of £0.53 million and £0.44 million respectively, brings the Group's total amount invested to £2.49 million. Shire's unaudited net assets, stated after deducting the Group loans referred to above and the CVA creditor, amounted to £1.86 million as at 30 June 2013 (of which 20% is attributable to non-controlling interests). Since the period end the Group has made further loans available to Shire to meet working capital requirements arising from sales growth in the second half of 2013.

Transport planning and engineering consultancy

On 14 May 2013 the Group acquired the business and certain assets of JMP Consultants Limited for a total consideration, including advance payments relating to certain properties, of £0.53 million. The fair value of the net assets acquired has been estimated at £0.70 million and further information is set out in note 5 below.

Although the Group has agreed to allot up to 25% of the equity in JMP to certain management and staff, as of the reporting date this had not been implemented and therefore there were no non-controlling interests for the period or at the period end.

JMP's revenue for the period was £1.26 million and its profit before interest and tax was £0.19 million. This result included a fee for certain services provided to the seller of the business amounting to £0.11 million, which will reduce significantly during the remainder of 2013. The initial working capital requirements of JMP have been in line with our expectations and at the period end the Group had made loans (including the initial purchase consideration) totalling £1.27 million.

Statement of financial position

Cash and cash equivalents

Cash at the period end was £2.09 million (30 June 2012: £13.05 million, 31 December 2012: £13.63 million). During the period the Group purchased available for sale investments for a total consideration of £9.72 million and acquired the business and assets of JMP for approximately £0.53 million (including some property advance payments). Further details of cash movements are shown in the consolidated statement of cash flows.

Available for sale investments

At the period end the Group had available for sale investments with a market value of £10.21 million (30 June 2012: £2.16 million, 31 December 2012: £0.98 million). The Group continued active treasury management in view of continuing low interest rates. The investments are in a mixture of non-investment grade bank fixed income securities and a FTSE tracker fund. The revaluation of the investment portfolio at the period end resulted in a reduction of £0.49 million in the carrying value.

Loss per share and share capital

The basic and diluted loss per ordinary share from continuing operations was 19.09 pence (6 months ended 30 June 2012: basic and diluted loss per share 3.58 pence, Year ended 31 December 2012: basic and diluted earnings per share 6.56 pence).

During the period the Group purchased a further 98,195 of its ordinary shares of £0.0000001 each ("Ordinary Shares"), which were subsequently held in treasury, for a total consideration including costs of £0.28 million, representing an average price per Ordinary Share of 280 pence.

Hedging

It is not the Group's policy to enter into derivative instruments to hedge interest rate risk.

Risk factors

The Company and Group face a number of specific business risks that could affect the Company's or Group's success. The Company invests in distressed businesses and securities, which by their nature, often carry a higher degree of risk than those that are not distressed. The Group's businesses are engaged in the provision of services that are dependent on the continued employment of the Group's employees and availability of suitable profitable workload. The food manufacturing segment is exposed to raw material and commodity cost increases; it supplies several products to a limited number of customers and is therefore dependent on retaining those product supply contracts and customers. The effect of cost increases or loss of either products or customers could make the segment unviable and impact the Group materially. The online marketing and data services segment is heavily dependent on IT systems and infrastructure, the unavailability of which could impact the Group materially.

Key performance indicators

The Group uses key performance indicators suitable for the nature and size of the Group's businesses. This is primarily monthly reports of profitability, levels of working capital and workload. Order intake and production output is monitored daily in respect of the food manufacturing segment and profitability reported monthly. In the online marketing and data services segment, the Group monitors traffic statistics both in terms of yield and cost as well as overall profitability. In the transport planning and consultancy segment, staff utilisation, revenue and cash flow are monitored weekly. The segmental analysis in note 2 to this interim report summarises the financial performance of each segment.

Corporate governance

The Board gives careful consideration to the principles of corporate governance as set out in the UK Corporate Governance Code issued by the Financial Reporting Council in June 2010 (the "Code"). However, the Company is relatively small and it is the opinion of the Directors that not all the provisions of the Code are relevant or desirable for a company of Volvere's size.

The Company has established an Audit Committee and a Remuneration Committee with formal terms of reference and which comprise the Chairman. The Board meets as necessary and has ultimate responsibility for the management of the Company.

Dividends

In accordance with the policy set out in the prospectus on admission to AIM, the Board does not currently intend to recommend payment of a dividend and prefers to retain profits as they arise for investment in future opportunities and to make purchases of the Company's own shares where the Directors consider these to represent value for shareholders.

Nick Lander

Chief Financial & Operating Officer

30 September 2013

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated statement of changes in equity

Consolidated statement of financial position

Consolidated statement of cash flows

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2012

1 Financial information

The financial information for the period ended 30 June 2013 and the comparative figures for the period ended 30 June 2012 have not been reviewed or audited by the Group's auditors and have been prepared on the basis of the accounting policies adopted by the Group under IFRS. The same accounting policies and methods of computation are followed in the interim financial report as published by the company on 31 May 2013 in its annual financial statements, which are available on the Company's website at www.volvere.co.uk.

The comparative figures for the year ended 31 December 2012 have been prepared under IFRS. They do not constitute statutory accounts as defined by the Companies Act 2006. The accounts for the 12 months ended 31 December 2012 received an unmodified auditor's report and have been filed with the Registrar of Companies.

Copies of this statement will be available to members of the public at the Company's registered office: York House, 74-82 Queen Victoria Street, London, EC4N 4SJ and on its website www.volvere.co.uk.

2 Segmental information

All revenue arose through services rendered in the principal activities of online marketing and data services, security solutions, food manufacturing, transport planning and engineering consultancy and investing and management services.

The Group's primary reporting format for reporting segment information is business segments.

Six months ended 30 June 2013

2 Segmental information (continued)

Six months ended 30 June 2012

Year ended 31 December 2012

Statement of financial position (excluding inter-segment balances):

As at 30 June 2013