TIDMHWC
RNS Number : 9893Y
Highway Capital PLC
14 May 2019
HIGHWAY CAPITAL PLC
INTERIM REPORT 2017
Chairman's Statement
Dear Fellow Shareholder
The results for the six months ended 31 August 2017 showed a
profit before tax of GBP126,000 (six months ended 31 August 2016:
GBP102,000 loss; year ended 28 February 2017: GBP407,000 loss).
No dividend has been declared.
Highway has a long history on the London Stock Exchange and has
for many years been an investing vehicle in search of a
transaction, with the recent suspension occurring as the UKLA
deemed that the loans extended to Mylux constituted a reverse
transaction.
The company has a single class of ordinary share in issue and
has constituted a class of convertible loan notes, of which a small
number have been issued.
The Directors strongly believe the retention of the listing is
key and would be in shareholders' best interests.
Since the Annual Report, dated 22(nd) February 2018, a number of
actions have been taken by the company.
-- In July 2017, the Company issued two convertible loan notes
("CLN") for the aggregate amount of GBP125,000 to unconnected
investors. The CLN are repayable 5 years from the date of issue and
carry an interest rate of 5% per annum.
Principle Risks and Uncertainties
The preservation of our cash balances remains a principal risk
for the Group and we remain committed to maintaining minimal
operational costs to ensure that maximum funds remain available to
invest in projects.
Additionally, while we are seeking the restoration of trading in
the Company's shares, there is uncertainty over the timeline and
possibility of this restoration by the FCA.
The Company's business strategy is to identify, evaluate and
complete suitable acquisition opportunities. No guarantee can be
made by the Directors that such an acquisition will be made.
I will keep you informed on further developments.
L Sobolewski
Chairman
13(th) of May 2019
Statement of comprehensive 6 months ended 6 months ended Year ended
income
31 August 31 August 28 February
2017 2016 2017
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
Management fees - - -
Administrative expenses (96) (106) (196)
--------------------------------- ------- --------------- --------------- -------------
Operating loss 2 (96) (106) (196)
Interest receivable 22 4 -
Amounts written back/(off)
investments and loans 200 (211)
--------------------------------- ------- --------------- --------------- -------------
Profit/(loss) on ordinary
activities before taxation 126 (102) (407)
Tax on profit or loss - - -
on ordinary activities
Profit/(loss) for financial
period and total comprehensive
income 126 (102) (407)
Basic profit/(loss) per
share 3 1.31p (1.17)p (4.25)p
Diluted profit/(loss)
per share 3 1.16p (1.17)p (4.25)p
Basic profit/(loss) per
share from continuing
operations 3 1.31p (1.17)p (4.25)p
Diluted profit/(loss)
per share from continuing
operations 3 1.16p (1.17)p (4.25)p
================================= ======= =============== =============== =============
Statement of financial Notes 31 August 31 August 28 February
position 2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Fixed assets
Investments - 221 11
--------------------------------------- ------- --------------- --------------- -----------------
Current assets
Debtors 316 23 5
Cash at bank and in hand - 12 -
--------------------------------------- ------- --------------- --------------- -----------------
316 35 5
Creditors: amounts falling
due within one year (314) (194) (265)
Net current assets/(liabilities) 2 (159) (260)
--------------------------------------- ------- --------------- --------------- -----------------
Total assets less current
liabilities 2 62 (249)
Creditors: amounts falling
due after more than one
year 5 (474) (434) (349)
Net assets/(liabilities) (472) (372) (598)
======================================= ======= =============== =============== =================
Capital and reserves
Share capital 6 192 175 192
Share premium 430 368 430
Profit and loss account (1,094) (915) (1,220)
--------------------------------------- ------- --------------- --------------- -----------------
Total equity shareholders'
funds/(deficit) (472) (372) (598)
======================================= ======= =============== =============== =================
Statement of changes 6 months ended 6 months ended Year ended
in equity
31 August 31 August 28 February
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Profit/(loss) attributable
to ordinary shareholders 126 (102) (407)
Issue of new ordinary shares
less costs - - 79
----------------------------------------------- --------------- --------------- -------------
Net increase/(decrease)
in shareholders' funds 126 (102) (328)
Opening Shareholders' funds/(deficit) (598) (270) (270)
----------------------------------------------- --------------- --------------- -------------
Closing Shareholders' funds/(deficit) (472) (372) (598)
=============================================== =============== =============== =============
Statement of cash 6 months ended 6 months ended Year ended
flows
31 August 31 August 28 February
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Profit/(loss) for
the period 126 (102) (407)
Adjustments for:
Interest receivable (22) (4) -
Amounts written back
on investments and (210) - -
loans
Amounts written off
investments and loans 11 - 210
Changes in:
Trade and other debtors 1 (15) (2)
Trade and other creditors 48 69 140
-------------------------------------- --------------- --------------- -------------
Net cash from operating
activities (46) (52) (59)
-------------------------------------- --------------- --------------- -------------
Cash flows from investing
activities
Purchase of investments - (11) (11)
Loans made (79) (210) (210)
Interest received - - -
Net cash used in investing
activities (79) (221) (221)
Cash flows from financing
activities
Proceeds from loans 125 284 284
Cost of loan conversion (6)
-------------------------------------- --------------- --------------- -------------
Net cash from financing
activities 125 284 278
-------------------------------------- --------------- --------------- -------------
Net increase/(decrease)
in cash and cash equivalents - 11 (2)
Cash and cash equivalents
at beginning of period (1) 1 1
-------------------------------------- --------------- --------------- -------------
Cash and cash equivalents
at end of period (1) 12 (1)
-------------------------------------- --------------- --------------- -------------
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 2017 has been prepared on a basis consistent with
the financial statements for the year ended 28 February 2017.
The condensed set of financial statements for the six months
ended 31 August 2017 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 2017 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.
2. Operating loss
This is stated after
charging:
6 months ended 6 months ended Year ended
31 August 31 August 28 February
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Directors' remuneration
- salaries and fees 60 32 62
Auditors' remuneration
- audit services 5 5 10
- other services - - -
=============== =============== =============
3. Profit/(loss) per share
The profit/(loss) per ordinary share calculation has been based
on the profit/(loss) attributable to ordinary shareholders of
GBP126,000 (August 2016: loss GBP(102,000); February 2017: loss
GBP(407,000)), divided by 9,590,201 (August 2016: 8,740,201;
February 2017: 9,590,201) being the weighted average number of
ordinary shares in issue during the period. The August 2017 diluted
profit per ordinary share calculation has been based on an adjusted
profit of GBP130,391 and an adjusted weighted average number of
ordinary shares of 11,234,367.
There are no discontinued operations in the periods and,
therefore the basic and the diluted loss per ordinary share from
continuing operations are the same as the basic and the diluted
loss per ordinary share.
4. 2017 interim dividend
No interim dividend has been declared.
5. Creditors: due after more than one year
The creditor due after more than one year of GBP474,000 (August
2016: GBP434,000; February 2017: GBP349,000), is made up of the
following: (a) GBP30,000 from M Szytko, a director and shareholder,
and GBP165,000 from an institutional investor: these loans are
unsecured, repayable after two 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 two year period); (b)
GBP127,000 from M Szytko, GBP27,000 from D Zych, a director and
shareholder, and GBP125,000 from outside investors: these loans are
unsecured, repayable after five years, convertible at the holder's
request into new ordinary shares in the company at a price of 10
pence per share; in the event that the loan is not repaid or
converted prior to its maturity date then it will attract accrued
interest at a rate of 5% per annum.
6. Share capital
31 August 31 August 28 February
2017 2016 2017
(unaudited) (unaudited) (audited)
Ordinary shares of
2p each
Allotted, called-up,
fully paid
Number of shares 9,590,201 8,740,201 9,590,201
Nominal value GBP191,804 GBP174,804 GBP191,804
============= ============= ============
7. Related party transactions
As at the balance sheet date, there are loans of GBP157,000 to
the company from M Szytko, a director and shareholder of the
company; and loans of GBP27,000 to the company from Dariusz Zych, a
director of the company. The terms of these loans are set out in
note 5 above.
8. Responsibility statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared
in accordance with FRS 104 Interim Financial Reporting issued by
the Financial Reporting Council;
(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
L Sobolewski M Szytko
Chairman Non-Executive Director
9. 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 news service of the
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END
IR AIMTTMBMBBML
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