RNS Number:4831B
Maypole Group plc
13 April 2006
13 April 2006
Maypole Group Plc
(AIM:MPG)
Introduction and Admission to AIM
Audited Results for the year to 31 December 2005
Trading in shares commences today
Maypole Group Plc ("Maypole" "Company" or the "Group"), a countryside hotel
group, today announces the successful Introduction and Admission of its issued
ordinary share capital to trading on the AIM market ("AIM") of the London Stock
Exchange plc.
Maypole also announces its results for the 12 months to 31 December 2005 which
show a move of the Company into profit.
ARM Corporate Finance is acting as Nominated Adviser and Lewis Charles
Securities is the appointed broker to the Company.
Background
The Company was founded in November 2003 with the intention of being an
acquisition vehicle for UK countryside hotels with restaurants or pubs attached.
In February 2004, the Company raised #607,798 by way of a private placing to
assist with its first acquisition which was the 32 bedroom Wroxton House Hotel,
located in the vicinity of Banbury in Oxfordshire, for #2.15m. The Company's
ordinary share capital was admitted to trading on Ofex at the same time. In
April 2005, the Group acquired the Lifeboat Inn and The Old Coach House, both
located in Norfolk for an aggregate price of #5m.
Reasons for Admission
With the integration of The Lifeboat Inn and The Old Coach House complete, the
Company intends to continue to make further hotel / inn acquisitions in line
with its expansion strategy. The Directors believe that the Admission will
benefit the Group through enhacing its market profile and visibility in the UK
hotel sector and will provide access to capital via a broader investor base.
Introduction and Admission Statistics
Number of Ordinary Shares in Issue following Admission 87,719,058
Market capitalisation on Admission #2.31 million
Share price on Admission 2.625p
Acquisition Strategy
The Company will actively pursue growth through acquisitions.
The Directors will concentrate on UK countryside hotels in popular locations
serving good food at affordable prices with high standards of service. These
hotels will be food and beverage driven UK countryside hotels with a good
quality room business. The Directors will use their experience to optimise
operating performance through the development of the food and beverage service
whilst introducing optimised financial controls.
Pursuit of this strategy is dependent on suitable targets for acquisition being
identified, appropriate commercial terms being agreed and suitable financing
being secured.
The fundamental criteria that underpin the Directors' strategy for future
acquisitions are:
*hotel businesses that, by using Maypole's management expertise,
purchasing power and strong financial systems, together with fresh marketing
solutions, can significantly improve their financial performance;
*hotels which may have suffered from poor management but have a strong
underlying business model;
*hotels that have the potential for adding rooms and facilities, thereby
increasing the size of the business and improving the income stream; and
*although Maypole will remain focussed on freehold hotels, it will
consider leasehold properties where appropriate.
Key Management
Simon Bentley (Non-Executive Chairman, age 50)
Simon qualified as a chartered accountant in 1980 having trained at Stoy
Hayward. He subsequently moved to Landau Morley rising to senior partner. In the
late 1980s he joined Blacks Leisure Group Plc where he was Chairman and Chief
Executive for over 12 years.
Under his management Blacks Leisure expanded from 30 retail outlets in outdoor
retail to become a significant retail and wholesale business handling a number
of brands in the footwear, apparel and accessories sectors and operating through
various retail formats with approximately 550 retail outlets across the UK.
In June 2002 Simon became Deputy Chairman of Mishcon de Reya, the London based
law firm. In the same year he also became Chairman of Umberto Giannini, the
hairdressing salons and hair cosmetics brand.
More recently Simon has been appointed Chief Executive of Morgan UK which owns
the British distribution rights to the French-owned label and has about 20
stores and over 40 concessions throughout the UK and a wholesale business.
Simon is also Deputy Chairman of The Leadership Trust, Chairman of Espro
Acoustiguide the world's second largest provider of audio and audio visual
interpretation for museums and heritage sites and Director of Powerleague, the
UK's largest operator of 5-a-side pitches. Simon also has extensive experience
in investor relations and financial PR.
Simon became a director of the Company on 23 January 2004.
Alastair McEwen (Chief Executive Officer, age 57)
Alastair spent the early part of his career in the management of his
family-owned hotels in Woodstock, Oxfordshire.
During the late 1980s he worked for Kennedy Brookes plc with responsibility for
franchising Wheelers of St James fish restaurants. He held several directorships
within their subsidiary companies including Wheelers plc, The Trocadero and
Maxims de Paris. In 1993 Alastair was appointed Operations Director for Simpsons
of Cornhill plc under which capacity he was responsible for 27 cafe bars. In
1994 he helped to organise and fund a management buy-out of eight units from the
Cafe Bar division of Simpsons (Crossgate Leisure Limited). However, after only
18 months Regent Inns plc bought the company in 1996 at an exit value of nine
times the management's original investment. Alastair worked for several months
for Regent Inns to facilitate the hand-over.
Alastair subsequently worked as a Director of Thames Valley Restaurants Ltd and
was also responsible for putting the systems in place and for employing and
training the staff.
Following his experience at Thames Valley Restaurants Alastair moved to The
Restaurant Partnership plc, a subsidiary of Regal Hotels plc, where he was
Operations Director for 8 established restaurants including 4 of Regal's 3 star
hotels.
In 2001, Alastair joined The Restaurant Factory as a consultant with
responsibility for organising management contracts with hotel groups while
looking for suitable roll-out opportunities.
Alastair was also, until recently, Chairman and Managing Director of Gastrodome
plc.
Alastair became a director of the Company on 7 November 2003.
Mike Butcher (Finance Director, age 44)
Mike Butcher qualified as a chartered accountant with Price Waterhouse in 1985
before joining the shop fitting division of Midsummer Leisure Plc in 1987 where
he subsequently was promoted to Financial Controller of Midsummer Leisure Plc's
UK Leisure Division.
In 1993 he was appointed Finance Director of Simpsons of Cornhill plc. Here he
joined Alistair McEwen as a participant in the MBO of the Cafe Bar Division.
In 1997 Mike joined a management start up team as Finance Director and helped
raise nearly #30 million to develop a national chain of high quality, purpose
built children's day nurseries called Leapfrog. Within 6 years the business grew
to 39 sites. In 2004 Nord Anglia Plc acquired the business for #60m.
Subsequently Nord Anglia Plc also acquired Jigsaw Nurseries with the Leapfrog
management team becoming responsible for the enlarged group comprising 102
nurseries with turnover in excess of #50m.
Mike became a director of the Company on 18 January 2006.
Commenting on the admission to AIM, Alastair McEwen, Chief Executive Officer of
Maypole Group said:
"We are delighted with our admission to the AIM market. Today's move marks a
very positive step for the Company as we continue to grow and develop the
business. We look forward to buiding on our strong foundations by making further
acquisitions in line with our strategy.
"The UK countryside hotel and inn market is generally fragmented and we believe
we can capitalise on this and build up a portfolio of professionally run,
strategically located, countryside hotels, that serve good food at affordable
prices."
Enquiries:
________________________________________________________________________________
Maypole Group Plc Tel: 01295 730 777
Alastair McEwen
________________________________________________________________________________
Weber Shandwick Square Mile Tel: 020 7067 0700
Nick Dibden
________________________________________________________________________________
ARM Corporate Finance Tel: 020 7512 0191
Nick Harriss
________________________________________________________________________________
Lewis Charles Securities Tel: 020 7065 1150
David Scott
________________________________________________________________________________
The AIM Admission Document is available from ARM Corporate Finance Limited, 12
Pepper Street, London, E14 9RP.
Audited Results for the 12 months to 31 December 2005
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31st December 2005
Year Ended Period
31.12.05 7.11.03 to 31.12.04
Notes # # # #
TURNOVER 2,566,581 822,539
Continuing operations 755,208 693,170
Acquisitions 1,705,556 -
_________ _________
2,460,764 693,170
Discontinued operations 105,817 129,369
========= =========
Cost of sales 1 749,828 248,000
_________ _________
GROSS PROFIT 1 1,816,753 574,539
Net operating expenses 1 1,445,216 697,909
_________ _________
OPERATING PROFIT/(LOSS) 2 371,537 (123,370)
Continuing operations (162,655) (66,993)
Acquisitions 557,627 -
_________ _________
394,972 (66,993)
Discontinued operations (23,435) (56,377)
========= =========
Interest receivable and
similar income 6,939 1,241
_________ _________
378,476 (122,129)
Interest payable and
similar charges 3 307,212 126,721
_________ _________
PROFIT/(LOSS) ON
ORDINARY ACTIVITIES
BEFORE TAXATION 71,264 (248,850)
Tax on profit/(loss) on
ordinary activities 59,915 -
_________ _________
PROFIT/(LOSS) FOR THE
FINANCIAL YEAR AFTER
TAXATION 11,349 (248,850)
_________ _________
RETAINED PROFIT/(DEFICIT)
FOR THE YEAR FOR THE GROUP 11,349 (248,850)
_________ _________
TOTAL RECOGNISED GAINS AND LOSSES
The group has no recognised gains or losses other than the profit for the
current year and the loss for the previous period.
Earnings per ordinary share
Profit/(Loss) from continuing operations 0.15p (0.51)p
Loss from discontinued operations (0.13)p (0.90)p
Profit/(Loss) 0.02p (1.41)p
Diluted earnings per ordinary share
Profit/(Loss) from continuing operations 0.14p (0.63)p
Loss from discontinued operations (0.12)p (0.56)p
Profit/(Loss) 0.02p (1.19)p
CONSOLIDATED BALANCE SHEET
31st December 2005
2005 2004
Notes # # # #
FIXED ASSETS
Intangible assets 95,000 -
Tangible assets 5 7,655,956 2,910,621
Investments - -
_________ _________
7,750,956 2,910,621
CURRENT ASSETS
Stocks 40,401 9,492
Debtors 107,481 99,163
Cash at bank and in hand 65,101 1,208
_________ _________
212,983 109,863
CREDITORS
Amounts falling due within
one year(including
convertible debt) 1,063,758 585,451
_________ _________
NET CURRENT LIABILITIES (850,775) (475,588)
_________ _________
TOTAL ASSETS LESS
CURRENT LIABILITIES 6,900,181 2,435,033
CREDITORS
Amounts falling due
after more than one year (5,710,813) (2,091,053)
PROVISIONS FOR LIABILITIES (18,757) -
_________ _________
NET ASSETS 1,170,611 343,980
========= =========
CAPITAL AND RESERVES
Called up share capital 6 224,202 52,830
Share premium 7 1,183,910 540,000
Profit and loss account 7 (237,501) (248,850)
_________ _________
SHAREHOLDERS' FUNDS 9 1,170,611 343,980
========= =========
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31st December 2005
Year Ended Period
31.12.05 7.11.03 to 31.12.04
as restated
Notes # # # #
Net cash inflow from
operating activities 1 215,507 77,270
Returns on investments
and servicing of finance 2 (300,273) (125,480)
Taxation 165,165 -
Capital expenditure 2 (60,817) (2,998,497)
Acquisitions and
disposals 2 (3,770,517) -
___________ __________
(3,750,935) (3,046,707)
Financing 2 3,824,498 2,872,830
___________ __________
Increase/(Decrease)
in cash in the period 73,563 (173,877)
=========== ==========
__________________________________________________________________________________
Reconciliation of net
cash flow to movement
in net debt 3
Increase/(Decrease)
in cash in the period 73,563 (173,877)
Cash inflow from
increase in debt (3,759,217) (2,280,000)
___________ __________
Change in net debt
resulting from cash
flows (3,685,654) (2,453,877)
___________ __________
Movement in net debt
in the period (3,685,654) (2,453,877)
Net debt at 1st January (2,453,877) -
___________ __________
Net debt at 31st
December (6,139,531) (2,453,877)
=========== ==========
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31st December 2005
1. RECONCILIATION OF OPERATING PROFIT/(LOSS) TO NET CASH INFLOW FROM OPERATING
ACTIVITIES
Year ended 31st December 2005
Continuing Discontinued Total
# # #
Operating profit/(loss) 394,972 (23,435) 371,537
Depreciation charges 24,044 - 24,044
Profit on disposal of fixed assets (5,056) (9,266) (14,322)
Increase in stocks (14,852) 4,134 (10,718)
Decrease in debtors 55,497 6,292 61,789
(Decrease)/Increase in creditors (189,303) (27,520) (216,823)
__________ __________ __________
Net cash inflow from continuing
operating activities 265,302
Net cash outflow from discontinued
operating activities (49,795)
__________ __________ __________
Net cash inflow from operating
activities 215,507
==========
Period ended 31st December 2004
Continuing Discontinued Total
# # #
Operating profit/(loss) (66,993) (56,377) (123,370)
Depreciation charges 35,911 51,965 87,876
Increase in stocks (5,358) (4,134) (9,492)
Increase in debtors (92,871) (6,292) (99,163)
(Decrease)/Increase in creditors 193,825 27,594 221,419
__________ __________ __________
Net cash inflow from continuing
operating activities 64,514
Net cash inflow from discontinued
operating activities 12,756
__________ __________ __________
Net cash inflow from operating
activities 77,270
==========
2. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
Period
7.11.03
Year Ended to
31.12.05 31.12.04
as restated
# #
Returns on investments and servicing of finance
Interest received 6,939 1,241
Interest paid (307,212) (126,721)
__________ __________
Net cash outflow for returns on investments and
servicing of finance (300,273) (125,480)
========== ==========
Capital expenditure
Purchase of tangible fixed assets (80,817) (2,998,497)
Sale of tangible fixed assets 20,000 -
__________ __________
Net cash outflow for capital expenditure (60,817) (2,998,497)
========== ==========
Acquisitions and disposals
Purchase of subsidiary undertaking (5,382,515) -
Cash at bank acquired from subsidiary 1,042,731 -
Disposal of business 569,267 -
__________ __________
Net cash outflow for acquisitions and disposals (3,770,517) -
========== ==========
Financing
New loans in year - 250,000
New bank loans in year 3,675,000 2,070,000
Debentures redeemed (83,134) (40,000)
Bank loan repayments in year (457,650) -
Share issue 149,313 52,830
Share premium on issue 540,969 540,000
__________ __________
Net cash inflow from financing 3,824,498 2,872,830
========== ==========
3. ANALYSIS OF CHANGES IN NET DEBT
At
At 1.1.05 Cash flow 31.12.05
# # #
Net cash:
Cash at bank and in hand 1,208 63,893 65,101
Bank overdraft (175,085) 9,670 (165,415)
___________ ___________ ___________
(173,877) 73,563 (100,314)
___________ ___________ ___________
Debt:
Debts falling due within one year (188,947) (139,457) (328,404)
Debts falling due after one year (2,091,053) (3,619,760) (5,710,813)
___________ ___________ ___________
(2,280,000) (3,759,217) (6,039,217)
___________ ___________ ___________
Total (2,453,877) (3,685,654) (6,139,531)
=========== =========== ===========
4. ACQUISITION OF BUSINESS
Net assets acquired: #
Tangible fixed assets 5,258,507
Stocks 20,191
Debtors 70,107
Cash at bank and in hand 1,042,731
Creditors (359,021)
_________
6,032,515
Goodwill 100,000
_________
6,132,515
=========
Satisfied by:
Deferred consideration 500,000
Share issue 125,000
Debenture 125,000
Cash 5,382,515
_________
6,132,515
=========
The subsidiary undertaking acquired during the year contributed #580,766 to the
groups net operating cash flows, contributed #1,521 in respect of net returns on
investments and servicing of finance and utilised #3,288 for capital
expenditure.
5. DISPOSAL OF BUSINESS
#
Net assets disposed of:
Fixed assets 560,000
Profit on disposal 9,267
_________
569,267
=========
Satisfied by:
Cash 569,267
=========
The business sold during the year contributed all the items marked as discontinued
in the cash flow.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31st December 2005
1. ANALYSIS OF OPERATIONS
2005
Continuing Discontinued Total
# # #
Cost of sales 705,037 44,791 749,828
========== ========== ==========
Gross profit 1,755,727 61,026 1,816,753
========== ========== ==========
Net operating expenses:
Administrative expenses 1,360,755 84,461 1,445,216
========== ========== ==========
2004
Continuing Discontinued Total
# # #
Cost of sales 187,007 60,993 248,000
========== ========== ==========
Gross profit 506,163 68,376 574,539
========== ========== ==========
Net operating expenses:
Administrative expenses 573,156 124,753 697,909
========== ========== ==========
The total figures for continuing operations include the following amounts
relating to acquisitions:
Period
7.11.03
Year Ended to
31.12.05 31.12.04
as
restated
# #
Cost of sales 502,688 -
========== ==========
Gross profit 1,202,868 -
========== ==========
Net operating expenses:
Administrative expenses 645,241 -
========== ==========
2. OPERATING PROFIT/(LOSS)
The operating profit (2004 - operating loss) is stated after charging/
(crediting):
Period
7.11.03
Year Ended to
31.12.05 31.12.04
as
restated
# #
Hire of plant and machinery 919 -
Depreciation - owned assets 36,031 87,876
Profit on disposal of fixed assets (14,322) -
Goodwill amortisation 5,000 -
Auditors' remuneration 35,548 12,730
========== ==========
Directors' emoluments 85,000 13,750
========== ==========
During the year #32,500 was paid to Regents Park Estates Ltd for the services of
Mr S Bentley, the Chairman.
3. INTEREST PAYABLE AND SIMILAR CHARGES
Period
7.11.03
Year Ended to
31.12.05 31.12.04
as
restated
# #
Bank interest 31,172 18,583
Bank loan interest 264,501 93,839
Loan 11,539 14,299
__________ __________
307,212 126,721
========== ==========
4. EARNINGS PER SHARE
The calculation of the basic earnings per share is based on the profit or loss
on ordinary activities after taxation and on the weighted average number of
ordinary shares in issue during the period.
The calculation of diluted earnings per share is based on the basic profit or
loss per share adjusted to allow for the issue of shares on conversion of the
convertible debenture, assumed to be converted at the date of issue.
5. TANGIBLE FIXED ASSETS
Group
Improvements Fixtures
Freehold to and
property property fittings
# # #
COST
At 1st January 2005 2,888,016 46,152 42,555
Additions 5,203,053 47,413 63,307
Disposals (593,911) - (18,054)
__________ __________ __________
At 31st December 2005 7,497,158 93,565 87,808
__________ __________ __________
DEPRECIATION
At 1st January 2005 69,435 4,615 8,382
Charge for year 2,603 8,895 17,799
Eliminated on disposal (49,708) - (2,257)
Charge written back (16,987) - -
__________ __________ __________
At 31st December 2005 5,343 13,510 23,924
__________ __________ __________
NET BOOK VALUE
At 31st December 2005 7,491,815 80,055 63,884
__________ __________ __________
At 31st December 2004 2,818,581 41,537 34,173
__________ __________ __________
Motor Computer
vehicles equipment Totals
# # #
COST
At 1st January 2005 - 21,774 2,998,497
Additions 19,733 5,818 5,339,324
Disposals (14,945) - (626,910)
__________ __________ __________
At 31st December 2005 4,788 27,592 7,710,911
__________ __________ __________
DEPRECIATION
At 1st January 2005 - 5,444 87,876
Charge for year 1,197 5,537 36,031
Eliminated on disposal - - (51,965)
Charge written back - - (16,987)
__________ __________ __________
At 31st December 2005 1,197 10,981 54,955
__________ __________ __________
NET BOOK VALUE
At 31st December 2005 3,591 16,611 7,655,956
========== ========== ==========
At 31st December 2004 - 16,330 2,910,621
========== ========== ==========
Company
Improvements Fixtures
to and Computer
property fittings equipment Totals
# # # #
COST
At 1st January 2005 46,152 24,501 21,774 92,427
Additions 47,413 10,873 5,818 64,104
__________ __________ __________ __________
At 31st December 2005 93,565 35,374 27,592 156,531
__________ __________ __________ __________
DEPRECIATION
At 1st January 2005 4,615 6,125 5,444 16,184
Charge for year 8,895 7,312 5,537 21,744
__________ __________ __________ __________
At 31st December 2005 13,510 13,437 10,981 37,928
__________ __________ __________ __________
NET BOOK VALUE
At 31st December 2005 80,055 21,937 16,611 118,603
========== ========== ========== ==========
At 31st December 2004 41,537 18,376 16,330 76,243
========== ========== ========== ==========
6. CALLED UP SHARE CAPITAL
Authorised:
Number: Class: Nominal 2005 2004
value: as
restated
# #
320,000,000 Ordinary 0.3p 960,000 60,000
(2004 - 20,000,000)
NIL Redeemable #1 - 30,000
(2004- 30,000)
_________ _________
960,000 90,000
========= =========
Allotted, issued and fully paid:
Number: Class: Nominal 2005 2004
value: as
restated
# #
74,733,765 Ordinary 0.3p 224,202 52,830
(2004 - 17,609,854)
========= =========
The following fully paid shares were allotted during the year at a premium as
shown below:
57,123,911 Ordinary shares of 0.3p each at 1.4p per share
The debenture of #125,000 issued in the year is convertible into Ordinary 0.3p
shares before 14 April 2006. The nominal value of the shares would be #18,750
and the conversion is at a price of 2p per Ordinary share, this represents
6,250,000 Ordinary shares. The holder of the debenture irrevocably gave notice
on 31 March 2006 that, conditional upon the admission of the Ordinary shares
onto AIM, he will exercise his option to convert all his loan stock into shares
on the terms set out above.
7. RESERVES
Group
Profit
and loss Share
account premium Totals
# # #
At 1st January 2005 (248,850) 540,000 291,150
Retained profit for the year 11,349 - 11,349
Cash share issue - 799,735 799,735
Cost of share issue - (155,825) (155,825)
________ ________ ________
At 31st December 2005 (237,501) 1,183,910 946,409
======== ======== ========
Company
Profit
and loss Share
account premium Totals
# # #
At 1st January 2005 (174,051) 540,000 365,949
Prior year adjustment 126,902 - 126,902
________ ________ ________
(47,149) 540,000 492,851
Deficit for the year (173,123) - (173,123)
Cash share issue - 799,735 799,735
Cost of share issue - (155,825) (155,825)
________ ________ ________
At 31st December 2005 (220,272) 1,183,910 963,638
======== ======== ========
8. POST BALANCE SHEET EVENT
After the year end the parent company has put in place loan facilities on which
it can draw if it exhausts its other sources of working capital. The loan
facilities are with the directors Mr S A Bentley and Mr A McEwen and are
#200,000 for working capital requirements and an additional #100,000 for AIM
admission expenses, both of which will bear interest at 3% above the company's
bank's base rate and will be unsecured.
9. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Group
2005 2004
as
restated
# #
Profit/(Loss) for the financial year 11,349 (248,850)
Share capital issued 815,282 592,830
__________ __________
Net addition to shareholders' funds 826,631 343,980
Opening shareholders' funds 343,980 -
__________ __________
Closing shareholders' funds 1,170,611 343,980
========== ==========
Equity interests 1,170,611 343,980
========== ==========
Company
2005 2004
as
restated
# #
Loss for the financial year (173,123) (47,149)
Share capital issued 815,282 592,830
__________ __________
Net addition to shareholders' funds 642,159 545,681
Opening shareholders' funds
(originally #418,779 before prior year adjustment
of #126,902) 545,681 -
__________ __________
Closing shareholders' funds 1,187,840 545,681
========== ==========
Equity interests 1,187,840 545,681
========== ==========
This information is provided by RNS
The company news service from the London Stock Exchange
END
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