TIDMSTV
RNS Number : 6914N
Strathdon Investments PLC
06 September 2011
Strathdon Investments Plc
("Strathdon" or the "Company")
Revised announcement: Final Results for the Year Ended 31 March
2011 and Notice of AGM
Strathdon Investments plc has made certain amendments to the
"Final Results for the Year Ended 31 March 2011 and Notice of AGM"
announcement released on 6 September 2011 at 07:00 under RNS No
6703N. Amendments are underlined. All other details remain
unchanged and the full amended text is shown below."
Strathdon Investments plc ("Strathdon" or "the Group") today
announces its final results for the year ended 31 March 2011.
The Annual Report and Accounts for the year ended 31 March 2011
("the Annual Report and Accounts") will be posted to shareholders
today.
The Annual Report and Accounts also contain a notice convening
an Annual General Meeting of the Company to be held at the offices
of Wallace LLP, 1 Portland Place London W1B 1PN on 29 September
2011 at 10.00am.
Copies of the Annual Report and Accounts can be obtained from
the Company Secretary at Strathdon Investments plc's Registered
Office address: 73/75 Mortimer Street, London W1W 7SQ or from the
Company's website www.strathdoninvestmentsplc.com.
For further information, please contact:
Strathdon Investments Plc Tel: 07733 337755
Simon Hunt
Seymour Pierce Limited Tel: 0207 107 8000
Nicola Marrin / David Foreman (Corporate
Finance)
Leti McManus (Corporate Broking)
Chairman's Statement
The past 12 months have seen a modest improvement in the general
corporate environment. However the macro picture remains uncertain
as inflationary pressures compete with ongoing Western economic
problems together with money supply and growing deficit issues.
The period under review to March 2011 has seen several changes
at Strathdon and in a number of its portfolio companies. Overall
the year on year net asset value has increased by GBP313,000 but
the net asset value per share has shown a decrease of 2.29p
attributable to a number of factors which I will highlight
below.
At a corporate level we terminated our arrangements with YFM
Venture Finance for the provision of asset management and
administration services with effect from October 2010 and November
2010 respectively. We have now successfully incorporated all of
these activities inhouse and they are managed day to day by the
directors of and consultants to Strathdon. The dual rationale for
this was to reduce cost and to increase the level of direct control
and activity with the residual portfolio companies.
In addition the directors assessed that owing to financial
liabilities falling due in the period, it was in the best interests
of the Company to raise additional equity finance and substantially
repay the remaining creditors. This was completed in January 2011
with the successful placing of GBP525,000 less costs.
Further progress has also been made by the Board in reducing the
ongoing running costs which were GBP0.19 million for 2011 compared
to GBP0.23 million in 2010. The net asset value has risen to
GBP2.98 million, equivalent to 2.86 pence per share (2010: GBP2.67
million and 5.15 pence per share respectively). The net asset value
per share has fallen despite increases in net asset values as the
Company materially increased the number of shares in issue from
51.8 million to 104.3 million.
The Board's key objective in the short term remains focused on
the realisation of the existing portfolio whilst keeping under
review its strategic options to deliver shareholder value.
Portfolio Company Performance
During the period we have had one successful realisation from In
Touch With Health which generated gross proceeds of GBP0.12 million
compared to our carrying value at 31 March 2010 of GBP0.08 million
and further investment in the year of GBP0.04 million.
Following the termination of the YFM contract, Strathdon is now
represented on the board of directors of each of the 3 largest
portfolio companies. In each of these companies we have been active
in value creation including actions such as financial management,
restructuring and incentivisation of management teams; revised
business planning and reorganisation.
The portfolio is dominated by 3 positions in each of which we
have the ability to exert influence and attempt to generate
incremental value through larger equity participation. We are
actively working with management in each case to develop the
businesses to a stage where we can realise value from the sale of
the company or of our shares. We currently expect this to
materialise over a 1-2 year timeframe. The residual portfolio is
comprised of smaller equity positions where we have limited
shareholder rights above those that are standard and we are
therefore focussed entirely on monetisation of these in the short
term if we see the ability to do so.
Financial Results
The loss for the year was GBP0.21 million compared to GBP0.54
million in the prior year. This is after taking account of a net
write down on unrealised investment valuations of GBP0.23 million
(2010: GBP0.52 million).
Total net assets at 31 March 2011 were GBP2.98 million (2010:
GBP2.67 million) equivalent to a net asset value per share of 2.86
pence (2010: 5.15 pence).
At 31 March 2011 the creditors of the Company had been
substantially repaid with residual amounts owing to YFM Venture
Finance (GBP57,000) and some outstanding accrued directors fees
relating to prior periods (GBP60,795). The directors' fees have
been paid as at 20 June 2011 and the YFM creditor balance is being
paid in equal instalments with a final payment in December
2011.
Board
During the year David Gamble decided to step down from the
Board. The Board wishes to thank David for his highly valued
contributions to Strathdon during his time of involvement. The
Board also saw 2 new executive directors appointed during the year:
Panos Loizou and Simon Smith. Both Panos and Simon bring
considerable asset management, tax and corporate finance experience
to Strathdon which the Board thinks will be crucial to further
asset realisation and value optimisation. A resolution to re-elect
both Panos and Simon to the Board will be proposed at the
forthcoming Annual General Meeting.
Outlook
2010/2011 has been a year of focussed activity and change for
Strathdon. I believe with the new directors in place and more
direct control over the residual portfolio we are well placed to
achieve our corporate objectives. The portfolio is dominated by 3
core positions and each of these can suffer from idiosyncratic risk
or macro effects of, for example, a slowdown in general corporate
activity. However the Board are fully engaged to achieve our goals
of an orderly exit in our existing portfolio positions whilst
preserving shareholder value from this point.
S D Hunt
Chairman
5 September 2011
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2011
Year ended Year ended
31 March 31 March
2011 2010
GBP000 GBP000
Income 287 158
Administrative expenses (191) (231)
------------------------------------------ ---------- ----------
Operating profit / (loss) 96 (73)
------------------------------------------ ---------- ----------
Realised gains / (loss) on financial
assets designated at fair value through
profit or loss (net) (71) 69
Unrealised losses on financial assets
designated at fair value through profit
or loss (net) (231) (518)
------------------------------------------ ---------- ----------
Net movement on investments (302) (449)
------------------------------------------ ---------- ----------
Loss before finance costs and taxation (206) (522)
Finance costs (6) (13)
------------------------------------------ ---------- ----------
Loss before taxation (212) (535)
Taxation - -
------------------------------------------ ---------- ----------
Loss for the year attributable to equity
shareholders (212) (535)
------------------------------------------ ---------- ----------
Total comprehensive income for the
year attributable to equity shareholders (212) (535)
------------------------------------------ ---------- ----------
Basic and diluted loss per share 3 (0.34)p (1.03)p
------------------------------------------ ---------- ----------
The result for the year is wholly attributable to continuing
activities.
Consolidated Statement of Financial Position
As at 31 March 2011
31 March 31 March
2011 2010
GBP000 GBP000
Assets
Non-current assets
Financial assets designated at fair
value through profit or loss
Subsidiary acquired exclusively 2,322 3,026
with a view to resale 329 -
-------------------------------------- -------- --------
2,651 3,026
Current assets
Trade and other receivables 105 57
Cash and cash equivalents 402 162
------------------------------------------ -------- --------
507 219
Liabilities
Current liabilities
Financial liabilities - (141)
Trade and other payables (178) (437)
------------------------------------------ -------- --------
(178) (578)
Net current assets / (liabilities) 329 (359)
------------------------------------------ -------- --------
Total assets less current liabilities 2,980 2,667
Non-current liabilities
Financial liabilities - -
Net assets 2,980 2,667
------------------------------------------ -------- --------
Shareholders' equity
Share capital 3,116 2,591
Share premium account 6,392 6,392
Special reserve 36,290 36,290
Warrant reserve 928 928
Retained earnings (43,746) (43,534)
------------------------------------------ -------- --------
Total Shareholders' equity 2,980 2,667
------------------------------------------ -------- --------
Basic and diluted net asset value 4 2.86p 5.15p
per Ordinary share
-------------------------------------- -------- --------
The financial statements were approved by the Board of directors
on 5 September 2011 and were signed on its behalf by:
S D Hunt
Chairman
Statements of Changes in Shareholders' Equity
For the year ended 31 March 2011
Share
Share premium Special Warrant Retained Total
capital account reserve* reserve earnings equity
Group GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Balance at 31
March 2009 2,591 6,392 36,290 928 (42,999) 3,202
Loss and total
comprehensive
income for
the period - - - - (535) (535)
--------------- -------- -------- --------- --------- --------- --------
Balance at 31
March 2010 2,591 6,392 36,290 928 (43,534) 2,667
Loss and total
comprehensive
income for the
period Equity
Capital - - - - (212) (212)
Raised 525 - - - - 525
Balance at 31
March 2011 3,116 6,392 36,290 928 (43,746) 2,980
--------------- -------- -------- --------- --------- --------- --------
Consolidated Statement of Cash Flows
For the year ended 31 March 2011
2011 2010
Notes GBP000 GBP000
Net cash outflow from operating activities 5 (191) (258)
-------------------------------------------------- ------ -------- --------
Cash flows from investing activities
Purchase of financial assets (40) (12)
Proceeds from sale of financial assets 133 636
Loans to subsidiaries acquired exclusively with a
view to resale (20) -
-------------------------------------------------- ------ -------- --------
Net cash from investing activities 73 624
-------------------------------------------------- ------ -------- --------
Cash flows used in financing activities
Repayment of borrowings (141) (300)
Interest paid (6) (6)
Net proceeds from equity fund raising 505 -
Net cash from financing activities 358 (306)
-------------------------------------------------- ------ -------- --------
Net increase in cash and cash equivalents 240 60
Cash and cash equivalents at beginning of the
year 162 102
Cash and cash equivalents at the end of the year 402 162
-------------------------------------------------- ------ -------- --------
Notes to the Financial Statements
For the year ended 31 March 2011
Note 1. Accounting policies
This results announcement does not constitute statutory accounts
within the meaning of section 434 of the Companies Act 2006 for the
year ended 31 March 2011 but is derived from those accounts.
The consolidated financial statements have been prepared on a
going concern basis and in accordance with the International
Financial Reporting Standards (IFRS), as adopted by the European
Union and those parts of the Companies Act 2006 applicable to
companies reporting under IFRS. After making due and careful
enquiry, the directors have formed a judgement at the time of
approving the financial statements that, given the planned
realisation programme, there is a reasonable expectation that the
Group will have adequate resources to continue in operational
existence for the foreseeable future. For this reason, the
directors continue to adopt a "going concern" basis in preparing
the financial statements.
In arriving at their decision to prepare the financial
statements on a going concern basis, the directors have reviewed
the anticipated income and expenditure of the Group until 30
September 2012 and compared this with the Group's expected cash
resources. This included consideration of the anticipated
realisation proceeds of the investment portfolio, the timing of the
realisation process and the cash flow implications.
The going concern basis depends upon certain realisations of
investments occurring within the period under review. The directors
are in discussions with potential purchasers of a number of the
Group's investments. These discussions are in the early stages and
the outcome is therefore uncertain. The directors are confident
that a number of these realisations will be successful, however the
directors have concluded that the above circumstances represent a
material uncertainty that may cast significant doubt upon the
Group's ability to continue as a going concern.
The statutory accounts for the year ended 31 March 2011, which
have been approved by the directors, will be delivered to the
Registrar following the Company's Annual General Meeting. The
auditors have given an unqualified opinion on these statutory
accounts, although this opinion has been modified by the inclusion
of an Emphasis of Matter paragraph, drawing attention to the
material uncertainty which may cast significant doubt upon the
Group's ability to continue as a going concern. The full audit
report is contained in Strathdon's Annual Report, as available on
the company's website www.strathdon.com.
The Group has not adopted any standards or interpretations in
advance of the required implementation dates. It is not expected
that adoption of standards or interpretations which have been
issued by the International Accounting Standards Board but have not
been adopted will have a material impact on the financial
statements.
Note 2. Dividends
No dividends are proposed in respect of the year ended 31 March
2011 (year ended 31 March 2010: nil).
Note 3. Basic and Diluted Loss per Ordinary Share
The loss per share is based on net loss from ordinary activities
after tax of GBP212,000 (2010: GBP535,000) and on 62,892,399 (2010:
51,817,057) shares, being the weighted average number of shares in
issue during the year.
The share options within the Employee Share Option Scheme and
the warrants exercisable at 36p per share are considered to be
non-dilutive potential Ordinary shares. The Company has no other
securities that would have a dilutive effect in either period and
hence the basic and diluted loss per share are the same.
Note 4. Net Asset Value per Ordinary Share
The net asset value per Ordinary share is calculated on
attributable assets of GBP2,980,000 (2010: GBP2,667,000) and
104,317,057 ordinary shares (2010: 51,817,057) shares in issue at
the year end.
The share options within the Employee Share Option Scheme and
the warrants exercisable at 36p per share are considered to be
non-dilutive potential Ordinary shares. The Company has no other
securities that would have a dilutive effect in either period and
hence the basic and diluted net asset value per share are the
same.
Note 5. Reconciliation of Loss before Taxation to Net Cash
Outflow from Operating Activities
2011 2010
GBP000 GBP000
Loss before tax (212) (535)
Depreciation - -
Gain / (loss) on realisation of investments in the
year 71 (69)
Revaluation of investments in the year 231 518
Finance costs 6 13
(Increase) / decrease in receivables (48) 5
Share issue costs 20 -
Decrease in payables (259) (190)
Net cash outflow from operating activities (191) (258)
---------------------------------------------------- -------- --------
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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