TIDMHWC

RNS Number : 7917R

Highway Capital PLC

30 October 2013

HIGHWAY CAPITAL PLC

INTERIM REPORT 2013

Chairman's Statement

Dear Fellow Shareholder

The results for the six months ended 31 August 2013 showed a loss before tax of GBP49,000 (six months ended 31 August 2012: GBP54,000 loss; year ended 28 February 2013: GBP116,000 loss).

No dividend has been declared.

Highway is a "cash shell" and the board continues to identify and evaluate target companies as it seeks opportunities to maximize the value of the company, but there remains the need for the two largest shareholders to agree on any deal put forward. In the meantime, the company continues to keep expenditure to a minimum in order to preserve its cash resources. The company had cash at bank and in hand of GBP126,000 at 31 August 2013.

Since the Annual Report, dated 28 June 2013, a number of actions have been taken by the company.

-- In May 2013, the company issued a circular containing proposals to transfer the listing of the ordinary shares from the premium segment to the standard segment of the Official List and these proposals became effective on 11 July 2013. As a result, the company will have greater flexibility to raise new capital and effect transactions with lower attendant costs.

-- In June 2013, following the approval of shareholders to increase the company's borrowing powers, one of the directors, Maciej Szytko, indicated that he would make a loan facility of GBP150,000 available to the company to provide short term liquidity. The company is now able to draw on that facility.

-- In August 2013, the board announced it was proposing to issue 794,563 ordinary shares at a price of 14p per share and raise up to GBP111,000 (before expenses) by means of an Open Offer. At a General Meeting held on 12 September 2013 the Open Offer was approved by shareholders. The Open Offer was fully subscribed and following a board meeting, the new shares were allotted and have subsequently been admitted to the Official List.

I will keep you informed of further developments.

D Wheatley

Chairman

30 October 2013

 
 Profit and loss                     6 months       6 months     Year ended 
  account                               ended          ended 
                                    31 August      31 August    28 February 
                                         2013           2012           2013 
                                  (unaudited)    (unaudited)      (audited) 
                         Notes        GBP'000        GBP'000        GBP'000 
 
   Management fees                          -              -              - 
 Administrative 
  expenses                               (49)           (54)          (117) 
---------------------  -------  -------------  -------------  ------------- 
 Operating loss           2              (49)           (54)          (117) 
 Interest receivable                        -              -              1 
---------------------  -------  -------------  -------------  ------------- 
 Loss on ordinary 
  activities before 
  taxation                               (49)           (54)          (116) 
 Tax credit on 
  loss on ordinary                          -              -              - 
  activities 
 Loss for the 
  period                                 (49)           (54)          (116) 
 
   Basic and diluted 
   loss per share          3          (0.62)p        (0.68)p        (1.47)p 
=====================  =======  =============  =============  ============= 
 
 
 Balance Sheet                 Notes      31 August      31 August   28 February 
                                               2013           2012          2013 
                                        (unaudited)    (unaudited)     (audited) 
                                            GBP'000        GBP'000       GBP'000 
 
   Fixed assets 
 Investments                                      -              -             - 
----------------------------  ------  -------------  -------------  ------------ 
 Current assets 
 Debtors                         5               36             11             4 
 Cash at bank and 
  in hand                                       126             81            55 
----------------------------  ------  -------------  -------------  ------------ 
                                                162             92            59 
 Creditors: amounts 
  falling due within 
  one year                                     (60)           (28)          (58) 
 Net current assets                             102             64             1 
----------------------------  ------  -------------  -------------  ------------ 
 Total assets less 
  current liabilities                           102             64             1 
 Creditors: amounts 
  falling due after 
  more than one 
  year                           6            (150)              -             - 
 
 Net assets/(liabilities)                      (48)             64             1 
============================  ======  =============  =============  ============ 
 
   Capital and reserves 
 Share capital                   7              159            159           159 
 Share premium                                  295            295           295 
 Profit and loss 
  account                                     (502)          (390)         (453) 
----------------------------  ------  -------------  -------------  ------------ 
 Total equity shareholders' 
  funds/(deficit)                              (48)             64             1 
============================  ======  =============  =============  ============ 
 
 
 Cash Flow Statement       Notes      6 months         6 months        Year ended 
                                        ended            ended 
                                      31 August        31 August       28 February 
                                         2013             2012             2013 
                                     (unaudited)      (unaudited)       (audited) 
                                       GBP'000          GBP'000          GBP'000 
 
   Net cash outflow 
   from operating 
   activities                8a              (79)             (55)             (82) 
------------------------  ------  ---  ----------  ---  ----------  ---  ---------- 
 Returns on investments 
  and servicing 
  of finance 
 Interest received                  -                -                1 
------------------------  ------  ---  ----------  ---  ----------  ---  ---------- 
 Net cash inflow 
  from returns 
  on investments 
  and servicing 
  of finance                                    -                -                1 
 Taxation 
 Corporation tax                                -                -                - 
 Equity dividends                               -                -                - 
  paid 
 Financing 
 Loans                                        150                -                - 
========================  ======  ===  ==========  ===  ==========  ===  ========== 
 Increase/(decrease) 
  in cash                   8b                 71             (55)             (81) 
========================  ======  ===  ==========  ===  ==========  ===  ========== 
 

Notes to the Interim Report

   1.         Basis of preparation of the interim report 

The condensed set of financial statements for the six months ended 31 August 2013 has been prepared on a basis consistent with the financial statements for the year ended 28 February 2013.

The condensed set of financial statements for the six months ended 31 August 2013 has not been audited or reviewed by the auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information.

The comparative financial information for the year ended 28 February 2013 has been extracted from the audited financial statements, on which the auditors issued an unqualified audit report and which have been delivered to the Registrar of Companies.

The financial information contained in the interim statement does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

There are no acquired or discontinued operations in the relevant financial periods.

There are no recognized gains or losses other than the profit or loss for the relevant financial periods.

Highway Capital plc is a stand-alone company and does not prepare consolidated accounts. It has therefore continued to prepare its accounts in accordance with UK rather than international accounting standards, as permitted under EC Regulation 1606/2002.

   2.         Operating loss 
 
 This is stated 
  after charging: 
                                 6 months       6 months      Year ended 
                                   ended          ended 
                                 31 August      31 August     28 February 
                                    2013           2012           2013 
                                (unaudited)    (unaudited)     (audited) 
                                  GBP'000        GBP'000        GBP'000 
 Directors' remuneration 
     - salaries and 
      fees                               28             29             58 
 Auditors' remuneration 
     - audit 
      services                            5              4              9 
     - other 
      services                            5              4              7 
                              =============  =============  ============= 
 
   3.         Loss per share 

The loss per ordinary share calculation has been based on the losses attributable to ordinary shareholders of GBP49,000 (August 2012: GBP54,000; February 2013: GBP116,000), divided by 7,945,638 (August 2012 and February 2013: 7,945,638) being the average of the issued share capital during the period.

There is no difference between the basic and diluted loss per share.

   4.         2013 interim dividend 

No interim dividend has been declared.

   5.         Debtors 

Prepayments at 31 August 2013 include GBP22,000 of expenses related to the Open Offer announced on 12 August 2013. The new ordinary shares resulting from the Open Offer were admitted to the Official List on 19 September 2013, and these expenses were then transferred to the share premium account.

   6.         Creditors: due after more than one year 

The creditor due after more than one year of GBP150,000 is an unsecured loan from M Szytko, a director and shareholder, repayable after 2 years and bearing interest at a rate of 5% per annum. If it so wishes, the company can repay the loan or part thereof at any time within the 2 year period.

   7.         Share capital 
 
                                31 August      31 August    28 February 
                                     2013           2012           2013 
                              (unaudited)    (unaudited)      (audited) 
 Ordinary shares 
  of 2p each 
 Authorised 
      Number of shares         50,000,000     50,000,000     50,000,000 
      Nominal value          GBP1,000,000   GBP1,000,000   GBP1,000,000 
 
 Allotted, called-up, 
  fully paid 
      Number of shares          7,945,638      7,945,638      7,945,638 
      Nominal value            GBP158,913     GBP158,913     GBP158,913 
                            =============  =============  ============= 
 
   8.         Cash flow statement 
 
                              6 months       6 months      Year ended 
                                ended          ended 
                              31 August      31 August     28 February 
                                 2013           2012           2013 
                             (unaudited)    (unaudited)     (audited) 
                               GBP'000        GBP'000        GBP'000 
 a) Net cash outflow 
  from operating 
  activities 
 Operating loss                     (49)           (54)          (117) 
 (Increase)/decrease 
  in debtors                        (32)            (7)              - 
 Increase/(decrease) 
  in creditors                         2              6             35 
 
                                    (79)           (55)           (82) 
                           =============  =============  ============= 
 
 b) Reconciliation 
  of net cash flow 
  to movement in 
  net funds 
 Increase/(decrease) 
  in cash in the 
  period                              71           (55)           (81) 
                           -------------  -------------  ------------- 
 Movement in net 
  funds in the period                 71           (55)           (81) 
 Opening net funds                    55            136            136 
 
 Closing net funds                   126             81             55 
                           =============  =============  ============= 
 
   9.         Related party transactions 

During the period, M Szytko, a director and shareholder, made a loan of GBP150,000 to the company. It is an unsecured loan repayable after 2 years and bearing interest at a rate of 5% per annum. If it so wishes, the company can repay the loan or part thereof at any time within the 2 year period.

   10.       Post balance sheet events 

At a General Meeting of the company on 12 September 2013, shareholders passed a resolution to effect the Open Offer announced on 12 August 2013. The Open Offer was oversubscribed and raised GBP111,000 of new capital before expenses. The 794,563 new ordinary shares were admitted to the Official List on 19 September 2013.

   11.       Responsibility statement 

We confirm that to the best of our knowledge:

(a) the condensed set of financial statements has been prepared in accordance with Statement: Half-yearly financial reports issued by the Accounting Standards Board;

(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and their impact on the financial statements and description of principal risks and uncertainties for the remaining six months of the year); and

(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

By order of the Board

   D Wheatley                                          E P Levey 
   Chairman                                              Non-Executive Director 
   12.       Publication 

Copies of this statement will be available on the company's website at www.highwaycapital.co.uk.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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