TIDMNGR
RNS Number : 2236C
Nature Group PLC
27 September 2018
Nature Group PLC
("Nature" or the "Company" or the "Group")
Cancellation of Trading on AIM
and
Unaudited Interim Results for the 6 months to 30 June 2018
Nature Group PLC (AIM:NGR), the provider of port reception
facilities and waste treatment solutions for the oil, marine and
process industries, provides an update on its current position and
announces its unaudited interim results for the 6 months to 30 June
2018.
Notwithstanding an improved performance by its business in
Rotterdam ("NISD") and progress being made in negotiations about
the future financing, structure and strategic direction of the
Company, the Board has not yet managed to finalise any deal
securing the future of the Company. Accordingly, following the
suspension of trading in the Company's shares on AIM on 27 March
2018, the ordinary shares in the Company will be cancelled from
trading on AIM at 7.00 a.m. on 28 September 2018, being six months
from when trading in the Company's shares was suspended.
The Board is fully committed and will work tirelessly toward
securing the future of the Company and will explore all
opportunities in realising value for shareholders. Discussions with
counterparties will be continued following the cancellation of
trading.
The Company will correspond with the shareholders with further
information in due course.
For further information contact:
Nature Group PLC
Andreas Drenthen, CEO Tel: + 31 653261484
Berend van Straten, Chairman Tel: + 31 626805605
Cenkos Securities plc
Neil McDonald Tel: +44 (0)131 220 9771 / +44 (0)207 397 1953
Beth McKiernan Tel: +44 (0)131 220 9778 / +44 (0)207 397
1950
Nature Group is traded on the AIM market, (ticker: NGR).
www.ngrp.com
The Company's unaudited interim results for the six months ended
30 June 2018 are set out below.
Financial Highlights
-- Revenues for the period of GBP5.3 million (H1 2017: GBP 5.4 million)
-- Underlying pre-tax profit of Continuing Operations for the
period of GBP0.1 million (H1 2017: loss GBP1.8 million)
-- Improved financial performance seen in NISD, though the
O&G division remains loss making without signs of an imminent
better business climate, and the Company's operations in Houston
('NEMS') are also still loss making, however improving compared to
the same period last year.
-- Loss from Discontinued Operations for the period of GBP0.7
million (H1 2017: profit GBP2.1 million, mainly due to the book
profit on the sale of NPRF Gibraltar).
-- Underlying earnings per share for the period of 0.1 pence (H1 2017: -2.26 pence)
-- Net indebtedness at 30 June 2018 was GBP1.2 million (H1 2017:
GBP1.0 million cash and cash equivalents).
-- Since mid-2017, the Board has significantly reduced the
overhead cost of the Group and, more recently, has been actively
progressing negotiations about its future financing, structure and
strategic direction.
-- A short-term loan of GBP0.4 million was secured from an
existing shareholder, such amount to be repaid on or before 31
January 2019 or, if sooner, immediately on the release of proceeds
held in escrow (GBP 0.7 million) following the sale of the
Company's Gibraltar operations in 2017.
-- Trading of the Company's shares on AIM was suspended at the
Company's request on 27 March 2018 and will be cancelled at 7.00
a.m. on 28 September 2018.
Chairman's Statement
During the first six months of 2018, the Directors of Nature
Group have been engaged in extensive discussions with a number of
parties about its future financing, structure and strategic
direction.
The Board has focused on identifying potential interested
parties for the total or individual operational components of the
Nature Group with a high priority focus on the Oil & Gas
division. Despite the receipt of various indications of interest,
this has not led to specific and concrete offers deemed to be of
sufficient interest for staff, creditors, shareholders and other
stakeholders.
With the extremely tight operational cash situation during the
whole year, where, in essence, the Maritime operations in Rotterdam
have been generating the cash to meet the operational financial
obligations of the O&G division, the divestment discussions and
other business challenges, the situation became so uncertain that
the Board requested the suspension of trading of the Company's
shares on AIM at the end of March 2018. This uncertainty has not
yet decreased, and with the suspension of trading now reaching a
period of six months, the Company's listing on AIM will now be
cancelled. I would like to thank our CEO, Andreas Drenthen, for his
tireless efforts in trying to secure the future of the Group,
alongside managing its continuing operations.
Despite all uncertainties, the Board believes it has been
successful in reducing the complexity in the Group by closing some
smaller entities, initiating further cost reductions, maintaining
tight daily cash management and improving the results of the
various operating companies. However, trading in the first six
months of 2018 has been challenging, as was the same period in
2017.
Oil and Gas division
The O&G division has continued to struggle and has
consequently continued to drain the Group's financial resources.
Required services under existing contracts were temporarily
demobilized or delayed, and new contracts failed to materialize.
Despite intense negotiations with various interest parties for the
assets of the O&G division, we have so far failed to reach an
agreement on terms and conditions acceptable to the Board. Since
the strategic rationale for terminating this division has not
changed, the Board has decided to actively close the O&G
division in Norway and the UK. A reorganization provision of GBP
0.4 million has been included. We expect to actively close the
operation in November 2018 at the latest, unless a realistic value
offer has been concluded by then.
Maritime Division
The operation in the Rotterdam harbour has been continuing to
show good operational progress since mid-2017. With CEO Andreas
Drenthen's knowledge of, and contacts in, the Rotterdam harbour,
the Group has been successful in growing the Rotterdam business in
turnover as well as in EBITDA. For the time being, the cash
generating capacity of NISD has been the operational lifeline of
the Group in the first half of 2018.
NEMS
The Group's operations in Houston, USA ('NEMS'), improved its
operational performance, however remains loss-making for the first
half of 2018. Since the development of NEMS is severely hampered by
the lack of investing capacity by the Nature Group, we are in
active discussion with our joint venture partner in NEMS on the
strategic options.
CONSOLIDATED
STATEMENT OF
COMPREHENSIVE
INCOME Unaudited Unaudited Audited
For the half
year to 30 June
2018 30 June 2018 30 June 2017 year to 2017
GBP GBP GBP
Continuing
operations
Revenue 5,248,959 5,362,780 10,127,196
Cost of sales (3,965,448) (3,503,578) (7,283,070)
----------------------------------- ----------------------------------- -----------------------------------
Operating
profit/(loss) 1,283,511 1,859,202 2,844,126
Other expenses - - -
Share based
payments - - 66,382
Administrative
costs (749,992) (3,026,092) (3,925,274)
Depreciation and
goodwill
amortisation (174,868) (493,279) (512,362)
Finance costs (31,854) (110,664) (109,090)
Share of net
profit of
associates
and joint
ventures
accounted
for using the
equity method (98,460) (263,197)
Profit/(Loss)
before taxation 228,336 (1,770,833) (1,899,415)
Income tax
gain/(expense) (143,690) (20,221) (164,037)
Profit/(Loss)
for the year
and
total
comprehensive
income for
the year from
continuing
operations 84,646 (1,791,054) (2,063,452)
=================================== =================================== ===================================
Discontinued
operations
Profit/(Loss)
for the year
and
total
comprehensive
income for
the year from
discontinued
operations (654,333) 2,077,620 (1,289,722)
Profit/(Loss)
for the year
and
total
comprehensive
income for
the year (569,687) 286,567 (3,353,174)
=================================== =================================== ===================================
Attributable to:
Owners of the
parent
Profit/(Loss)
for the year
from
continuing
operations 84,646 (1,791,054) (2,063,452)
Profit/(Loss)
for the year
from
discontinued
operations (654,333) 2,077,620 (1,231,170)
----------------------------------- ----------------------------------- -----------------------------------
Profit/(Loss)
for the year
attributable
to owners of
the parent (569,687) 286,566 (3,294,622)
Non-controlling
interest:
Profit/(Loss)
for the year
from
continuing
operations - - -
Profit/(Loss)
for the year
from
discontinued
operations - 61,056 (58,552)
----------------------------------- ----------------------------------- -----------------------------------
Profit/(Loss)
for the period
attributable to
owners of the
non-controlling
interest - 61,056 (58,552)
Profit/(Loss)
for the year (569,687) 347,622 (3,353,174)
=================================== =================================== ===================================
Other
comprehensive
income
Other
comprehensive
income to
be reclassified
to profit or
loss in
subsequent
periods (net
of tax):
Exchange
differences on
translation
of foreign
operations - 576,895 217,539
Total
comprehensive
income for
the year, net
of tax (569,687) 924,517 (3,135,635)
=================================== =================================== ===================================
Attributable to:
Equity holders
of the parent (569,687) 863,461 (3,077,083)
Non-controlling
interest - 61,056 (58,552)
-----------------------------------
(569,687) 924,517 (3,135,635)
=================================== =================================== ===================================
Earnings per
share (pence):
From continuing
operations:
Basic 0.107 (2.259) (2.603)
From
discontinued
operations:
Basic (0.825) 2.698 (1.553)
Profit/(Loss)
after tax,
before
share based
payments (569,687) 286,566 (3,361,004)
Excluding Share
based payments 0.107 (2.259) (2.603)
----------------- ----------------------------------- ----------------------------------- -----------------------------------
CONSOLIDATED
BALANCE SHEET
As at 30 June
2018 Unaudited Unaudited Audited
31 December
30 June 2018 30 June 2017 2017
GBP GBP GBP
Assets
Non-current
assets
Plant, vessels
and equipment 4,162,037 8,150,475 4,262,394
Goodwill - 1,174,448 -
Other intangible
assets 12,393 19,846 17,113
Investment in
associated
company 855,148 308,446 940,136
Deferred tax
assets - 494,029 -
Long Term
Receivables 1,300,423 1,287,488
Total
non-current
assets 6,330,001 10,147,243 6,507,131
----------------------------------------- ---------------------------------------- ----------------------------------------
Current assets
Insurance
Recoveries on
3rd Party
Claims 1,707,519 1,665,682 1,651,572
Corporate taxes 0 7,427 -
Stocks and work
in progress 10,621 107,743 10,655
Trade and other
receivables 2,695,356 4,741,669 2,205,859
Cash and cash
equivalents 9,949 426,722 314,569
Total current
assets 4,423,446 6,949,243 4,182,655
----------------------------------------- ---------------------------------------- ----------------------------------------
Assets
classified as
held for
sale 1,047,464 - 1,411,044
Total Assets 11,800,911 17,096,486 12,100,830
Liabilities
Current
liabilities
Trade and other
payables (2,162,363) (6,394,535) (1,386,159)
Bank loans and
overdrafts (881,224) (1,466,993) (777,617)
Corporate taxes (23,994) - (23,975)
Provision for
3rd Party
Claims (1,707,519) (1,665,682) (1,651,572)
Liabilities
directly
associated
with assets
classified as
held
for sale (2,189,897) - (2,981,863)
Total current
liabilities (6,964,997) (9,527,210) (6,821,186)
----------------------------------------- ---------------------------------------- ----------------------------------------
Non current
liabilities
Deferred tax
liabilities (382,972) (409,417) (361,080)
Provisions (374,466) - (333,556)
Term loans (1,861,178) (822,923) (1,847,274)
----------------------------------------- ---------------------------------------- ----------------------------------------
(2,618,617) (1,232,340) (2,541,910)
Net assets 2,217,298 6,336,936 2,737,734
========================================= ======================================== ========================================
Equity
Called up share
capital 158,561 158,561 158,561
Share premium
account 21,953,617 21,953,617 21,953,617
Share option
reserve 40,665 107,047 40,665
Capital reserve 2,866,130 2,702,399 2,866,130
Foreign currency
translation
reserve 340,084 311,270 431,566
Profit and loss
account (23,141,759) (18,804,998) (22,712,805)
----------------------------------------- ---------------------------------------- ----------------------------------------
2,217,298 6,427,897 2,737,734
Amounts
recognised
directly in
equity relating
to assets
classified
as held for sale - - -
----------------------------------------- ---------------------------------------- ----------------------------------------
Equity
attributable to
owners
of the group 2,217,298 6,427,897 2,737,734
Non-controlling
interest - (90,961) 0
Total equity
attributable to
equity
shareholders 2,217,298 6,336,936 2,737,734
========================================= ======================================== ========================================
CONSOLIDATED CASH FLOW
STATEMENT
For the half year to
30 June
2018 Unaudited Unaudited Audited
31 December
30 June 2018 30 June 2017 2017
GBP GBP GBP
Reconciliation of
operating profit
to net cash flow from
operating
activities:
Profit/(Loss) before
taxation (471,227) 306,787 (2,800,715)
Adjustments for:
Depreciation and
amortisation 167,931 493,460 943,843
Changes in working
capital:
Decrease/(Increase)
in stock (5,341) (28,509) 76,766
Decrease/(Increase)
in receivables (579,733) (1,365,111) 1,594,600
(Decrease)/Increase
in payables 136,181 (542,367) (2,642,963)
Foreign exchange
differences 45,559 (218,763) 387,642
Increase in reserves
due to share
based payments - - -
Impairment of fixed
assets - - 1,693,263
Other non-cash
movements - - (512,919)
-------------------------------------- -------------------------------------- --------------------------------------
Net cash from
operating activities (706,630) (1,354,503) (1,260,483)
Investing activities:
Result from divestment
of asset
held for sale - 1,383,284.00 -
Acquisition of
tangible assets - - (374,218)
Disposal of tangible
assets - (256,421) 2,483,050
Acquisition of
intangible assets - (2,166) -
Disposal of intangible
assets - - 1,121,034
Financing activities:
Repayments of (bank)
borrowings 198,938 (116,817) (1,931,495)
Proceeds from
investments by
non-controlling
interest - - -
Increase in cash
balances (507,692) (346,622) 37,888
====================================== ====================================== ======================================
Analysis of cash and
cash equivalents
during the period:
Balance at start of
period (679,476) (693,649) (693,649)
Effect of exchange
rate differences
on cash and cash
equivalents (6,992) (23,715)
Increase/(Decrease) in
cash and
cash equivalents (507,692) (346,622) 37,888
Balance at end of
period (1,194,160) (1,040,271) (679,476)
====================================== ====================================== ======================================
1. The calculation of earnings per share has been based on the
loss for the period and the average 79,280,655 Ordinary Shares and
2.440.000 Options in issue throughout the period.
2. These unaudited results have been prepared on the basis of
the accounting policies adopted in the accounts to 31 December
2017
3. The Cash Flow Statement incorporates both continuing
operations as discontinued operations but does not provide a split
as in the Consolidated Balance Sheet and Consolidated Statement of
Comprehensive Income.
4. The interim report to 30 June 2018 was approved by the
Directors on 26 September 2018. The report will be available to the
public on the Nature Group website via www.naturegroup.com.
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END
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