Transfer to other reserve - - 558 (558) -
------------------------------- -------------- --------------- ----------- ---------------- -----------
Net liabilities at 31 December
2011 50 5,954 (1,719) (5,948) (1,663)
------------------------------- -------------- --------------- ----------- ---------------- -----------
F&C Private Equity Zeros plc
Cash Flow Statement
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2012 2011 2011
(unaudited) (unaudited) (audited)
(restated)
GBP'000 GBP'000 GBP'000
-------------------------------------- --------------- --------------- -------------
Cash flows from operating activities
Loss before taxation (1,345) (1,201) (2,487)
Non-cash adjustment to reconcile
loss before
taxation to net cash flow:
Interest on subordinated unsecured
loan note (282) (275) (558)
Working capital adjustment:
Change in inter-company receivable 1,628 1,477 3,048
subordinated unsecured loan
note
Increase in other receivables (1) - -
-------------------------------------- --------------- --------------- -------------
Net cash inflow from operating
activities/increase in cash
and cash equivalents - 1 3
Cash and cash equivalents at
beginning of period 5 2 2
-------------------------------------- --------------- --------------- -------------
Cash and cash equivalents at
end of period 5 3 5
-------------------------------------- --------------- --------------- -------------
Principal Risks and Uncertainties
The Directors believe that the principal risks and uncertainties
faced by the Company include final capital entitlement; liquid
market for ZDP shares; macroeconomic and investment risks; and
government policy and regulation risk. These risks and the way in
which they are managed are described in more detail under the
heading Principal Risks and Uncertainties and Risk Management
within the Business Review in the Company's Annual Report for the
year ended 31 December 2011. The Company's principal risks and
uncertainties have not changed materially since the date of that
report and are not expected to change materially for the remaining
six months of the Company's financial year.
Statement of Directors' Responsibilities in Respect of the Half
Year Report
We confirm that to the best of our knowledge:
-- The condensed set of financial statements have been prepared
in accordance with IAS 34 'Interim Financial Reporting' and give a
true and fair view of the assets, liabilities, financial position
and profit of the Company;
-- The Chairman's Statement (constituting the Interim Management
Report) includes a fair review of the information required by the
Disclosure and Transparency Rules ('DTR') 4.2.7R, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the financial
statements;
-- The Statement of Principal Risks and Uncertainties shown
above is a fair review of the information required by DTR
4.2.7R;and
-- The condensed set of financial statements includes a fair
review of the information required by DTR 4.2.8R, being related
party transactions that have taken place in the first six months of
the financial year and that have materially affected the financial
position or performance of the Company during the period, and any
changes in the related party transactions described in the last
Annual Report that could do so.
On behalf of the Board
Mark Tennant
Chairman
Notes (unaudited)
1. The unaudited half-year results have been prepared on the
basis of the accounting policies set out in the statutory accounts
of the Company for the year ended 31 December 2011 and in
accordance with International Accounting Standard ('IAS') 34.
2. Earnings for the six months to 30 June 2012 should not be
taken as a guide to the results for the year to 31 December
2012.
3. Prior Year Restatement
The parent company issued to the Company a non interest bearing
subordinated unsecured loan note 2014 equal to the net proceeds of
the ZDP Shares issued which were lent by the Company to its parent
company under an agreement dated 1 December 2009. The loan is non
interest bearing. However, IAS 39 requires that the fair value of
the loan be calculated and the difference to the amount received
treated as interest over the life of loan. The figures for the six
month period ended 30 June 2011 have been restated to reflect the
deemed interest received on the loan to the parent of GBP275,000.
An amount of GBP558,000 was recognised in respect of the deemed
interest in the audited accounts for the year ended 31 December
2011 and an amount of GBP282,000 has been recognised for the period
ended 30 June 2012.
In addition, the parent company also entered into a subsidiary
capital contribution agreement whereby the parent company will
undertake to contribute such funds to the Company as will ensure
that the Company has, after repayment of the loan note by the
parent company, sufficient assets to satisfy the final capital
entitlement of the ZDP Shares. The contribution from the parent
company of GBP1,477,000 for the six month period ended 30 June 2011
should have been recorded directly in equity and not as income in
the statement of comprehensive income. The figures for that period
have been restated to reflect this error.
The Company's audited accounts for the year ended 31 December
2011 include a prior year restatement note in respect of the period
ended 31 December 2010.
The effect of the restatement is summarised below:
Six months As at
ended 30 June
30 June 2011 2011
GBP'000 GBP'000
---------------------------------- -------------- ----------
Decrease in carrying value
of Subordinated Unsecured
Loan Note - (2,002)
Decrease in income (1,202) -
Increase in loss after taxation (1,202)
---------------------------------- --------------
Movement in reserves
Increase in retained losses - (4,383)
Increase in capital contribution
reserve - 4,383
Decrease in other reserve - (2,002)
4. Finance costs
Six months Six months Year ended
ended 30 ended 30 31 December
June 2012 June 2011 2011
GBP'000 GBP'000 GBP'000
-------------------- ----------- ----------- ----------------
ZDP Share interest
costs 1,522 1,392 2,867
Amortisation
of issue expenses 106 85 181
-------------------- ----------- ----------- ----------------
1,628 1,477 3,048
-------------------- ----------- ----------- ----------------
5. Loss per Ordinary Share
The calculation of loss per Ordinary Share is based on a loss
after tax for the period of GBP1,345,000 (period ended 30 June
2011: GBP1,201,000; year ended 31 December 2011: GBP2,487,000) and
a weighted average number of 50,000 Ordinary Shares in issue during
the period (period ended 30 June 2011: 50,000; year ended 31
December 2011: 50,000). The basic and diluted earnings per Ordinary
Share are the same.
6. Zero Dividend Preference Shares
Number of ZDP Shares Amount due to ZDP shareholders
GBP'000
-------------------------- --------------------- -------------------------------
As at 31 December 2011 30,000,000 34,822
ZDP Shares finance costs - 1,628
-------------------------- --------------------- -------------------------------
As at 30 June 2012 30,000,000 36,450
-------------------------- --------------------- -------------------------------
On 14 December 2009 the Company issued 30,000,000 ZDP Shares at
GBP1 each. These shares redeem on 15 December 2014 at a price of
152.14 pence per share giving a redemption yield of 8.75 per cent
per annum.
7. Net (liabilities)/asset value per Ordinary Share
The net liabilities per Ordinary Share are based on net
liabilities of GBP1,380,000 (30 June 2011: GBP1,948,000; 31
December 2011: GBP1,663,000) and on 50,000 Ordinary Shares (30 June
2011: 50,000; 31 December 2011: 50,000), being the number of
Ordinary Shares in issue at the period end.
The net asset value per ZDP Share is based on the entitlement
due of GBP36,450,000 (30 June 2011: GBP33,251,000; 31 December
2011: GBP34,822,000) at the period end and on 30,000,000 (30 June
2011: 30,000,000; 31 December 2011: 30,000,000) ZDP Shares, being
the number of ZDP Shares in issue at the period end.
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