TIDMPTH
RNS Number : 0639B
Promethean PLC
28 March 2013
28 March 2013
Promethean plc
Interim Results for the 6 months ended 31 December 2012
Promethean plc ("Company" or the "Group") today announces its
interim results for the six months ended 31 December 2012.
Further enquiries:
Sir Peter Burt
Promethean PLC +44 (0) 207 246 2590
Stuart Gledhill
S. P. Angel Corporate Finance LLP: +44 (0)20 3463 2260
Other corporate information can be found at:
http://www.prometheanplc.com
Chairman's Statement
Introduction
I had hoped that by now I would be in a position to announce the
realisation of all the remaining assets of the fund and be able to
indicate the timing of the final distribution to Promethean
shareholders. However, this has not turned out to be the case and
so inevitably, this statement is very much in the nature of a
holding statement.
The six months to the end of December 2012 have been a
frustrating period for the Board and for the Manager in seeking to
realise our remaining investments. There were four investments
remaining in the portfolio at the end of June 2012 and early
repayment of the InterMediactive ("IMA") loan notes was
successfully negotiated.
In regard to January Loan Services Limited ("JLSL"), the Manager
is in discussions that may or may not result in JLSL exercising
their option to buy the Company's 30% stake before the end of the
option period in December 2013. The JLSL business has continued to
perform strongly since the option was granted and should the
management of JLSL allow the option to expire the Board expects the
value of this asset to increase. The resolution of the TIS
investment has continued to be a tortuous process. As was announced
via RNS to the Stock Exchange, the TIS Board received a conditional
offer towards the end of last calendar year. Unfortunately, the
potential offer did not become unconditional and was withdrawn.
Although no offer has been received to date, the TIS Board are
still in discussions with the potential offeror and it is hoped
that these discussions may result in an amended offer coming
forward. If an offer is forthcoming, it is likely to be at a
materially lower level to the previous conditional offer. In the
absence of any bid, the updated valuation in the Interim Accounts
to December 2012 is based on the usual IFRS and IPEVCV guidelines
and may not reflect the value of any offer which may be
forthcoming. The Board will update the market should any offer for
the business be forthcoming. Once the position with TIS is
clarified, the Promethean plc Board expects to be in a position to
return the remaining assets of the Company to shareholders and it
is hoped that this will occur before the end of June 2013.
The continued delay to finalising outstanding matters is
immensely frustrating but I am sure that you will appreciate that
in today's economic and financial climate, the realisation of a
complex investment can take longer than one might hope. I very much
hope that I shall be back in touch with you via an RNS to the Stock
Exchange in the relatively near future.
In the meantime and as always, my fellow Directors and I are
available to speak to shareholders and to answer any questions
which may arise.
Sir Peter Burt
Chairman
27 March 2013
Investment Manager's Review
The Investment Manager
Promethean Investments Fund LP (the "Fund") is managed by
Promethean Investments LLP (the "Manager"). Promethean plc (the
"Company") is the sole limited partner in the Fund. The Fund is a
limited partnership that holds the Company's investments.
Overview
The Manager is aiming to achieve an orderly realisation process
within the time frame agreed for the remaining investments, despite
the challenging economic conditions that currently prevail. The
Manager remains hopeful of delivering further satisfactory returns
for shareholders.
To date, some 107 pence per share has been returned to
continuing third party shareholders (including carried interest
distributions paid to eligible shareholders) and together with the
current NAV, represent 121 pence per share, compared to the
original placing price of 100 pence per share. The Manager believes
that this performance relative to similar UK listed funds raised
and invested during the same period has been satisfactory.
Portfolio
As at 31 December 2012, the portfolio was as follows:
Valuation(2) Gain/(Loss)
Company Sector Cost GBP'000 GBP'000 GBP'000
January Loan Services
Limited (1) Financial services 115 625 510
-------------------- ------------- ------------- ------------
TIS Group Financial services 10,006 2,950 (7,056)
-------------------- ------------- ------------- ------------
Total 10,121 3,575 (6,546)
------------- ------------- ------------
Note:
1. The cost of January Loan Services Limited reflects the amount
of the secured loan notes held by Promethean in Enterprise Group
that were offset to reflect the assets retained by January Loan
Services Limited.
2. The valuations are in accordance with IFRS / IPEVCA
guidelines. The valuation of private companies also includes
accrued interest on loan notes which is disclosed separately on the
Statement of Financial Position.
Portfolio Review
Cambria Automobiles plc
On 7 September 2012, the Company distributed in specie its
holding in Cambria Automobiles plc ("Cambria") to shareholders on
the register as at 12 July 2012. For each share held in Promethean
plc, shareholders received 0.73742 shares in Cambria.
January Loan Services Limited
The January Loan Services Limited ("JLSL") option expires in
December 2013. The Manager is in discussions with JLSL about the
early exercise of the option.
InterMediactive Group
The Fund held loan notes in InterMediactive Group ("IMA") which
formed part of the deferred consideration of its sale on 1 April
2010. In October 2012, GBP3.3m was received from IMA, representing
full payment of the outstanding loan notes and interest as at 30
September 2012. The investment generated total gross proceeds of
GBP21.4m, representing a return of 2.5 times. The contingent
deferred consideration has been valued at nil. The deferred
consideration was contingent upon IMA achieving a three year EBITDA
average which the financial reports from IMA indicate have not been
achieved.
TIS Group
The discussions on the sale of the TIS Group are progressing
slowly and the sales process is taking longer than anticipated. The
Manager expects to make a further announcement before the Company's
June year end. There can, however, be no guarantee that an exit
will be achieved in the short to medium term.
Outlook
Despite economic uncertainty, the Manager is still working
towards seeking exits on all investments before 30 June 2013.
Promethean Investments LLP
27 March 2013
Independent review report to Promethean plc
Introduction
We have been engaged by the Company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 31 December 2012 which comprises the Group
Statement of Comprehensive Income, the Group Statement of Financial
Position, the Group Statement of Changes in Equity, the Group
Statement of Cash Flows and the related explanatory notes 1-2. We
have read the other information contained in the half yearly
financial report which comprises only the Chairman's Statement and
Investment Manager's Review and considered whether it contains any
apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
This report is made solely to the Company in accordance with
guidance contained in ISRE (UK and Ireland) 2410, 'Review of
Interim Financial Information performed by the Independent Auditor
of the Entity'. Our review has been undertaken so that we might
state to the Company those matters we are required to state to them
in a review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company, for our review work, for this
report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The directors are responsible
for preparing the half-yearly financial report in accordance with
the AIM rules of the London Stock Exchange.
As disclosed in note 2, the annual financial statements of the
group are prepared in accordance with IFRSs as adopted by the
European Union. The condensed set of financial statements included
in this half-yearly financial report has been prepared in
accordance with the basis of accounting described in note 2.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK and Ireland) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 31
December 2012 is not prepared, in all material respects, in
accordance with the AIM rules of the London Stock Exchange and the
basis of accounting described in note 2.
GRANT THORNTON
CHARTERED ACCOUNTANTS
ISLE OF MAN
27 March 2013
Promethean plc
Group Statement of Comprehensive Income for the period to 31
December 2012
Unaudited
Period Period Year
1 July 1 July 1 July
2012 to 2011 to 2011 to
31 Dec 31 Dec 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
Investing Operations
Investment and other income 1,729 1,891 3,683
Realised and unrealised loss on
financial investments (6,183) (9,678) (12,279)
--------- --------- ---------
(4,454) (7,787) (8,596)
Management and other expenses (500) (959) (1,778)
Loss from investing activities (4,954) (8,746) (10,374)
--------- --------- ---------
Loss before finance costs and taxation (4,954) (8,746) (10,374)
--------- --------- ---------
Finance income - 1 1
Finance costs (1) (3) (6)
Loss before tax (4,955) (8,748) (10,379)
--------- --------- ---------
Income tax expense - (17) (118)
Group Loss (4,955) (8,765) (10,497)
--------- --------- ---------
Loss per share - (basic and diluted) (10.97p) (19.40p) (19.80p)
Promethean plc
Group Statement of Financial Position as at
31 December 2012
Unaudited
31 Dec 31 Dec 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
Non-current assets
Property, plant and equipment - 10 -
Investments held at fair value
through profit or loss 3,575 17,573 16,807
3,575 17,583 16,807
--------- --------- ---------
Current assets
Trade and other receivables 674 491 1,261
Cash and cash equivalents 3,641 4,755 717
--------- --------- ---------
4,315 5,246 1,978
--------- --------- ---------
Total assets 7,890 22,829 18,785
--------- --------- ---------
Current liabilities
Trade and other payables 1,406 1,247 1,550
Taxation liabilities - 31 132
--------- --------- ---------
Total liabilities 1,406 1,278 1,682
--------- --------- ---------
Net Assets 6,484 21,551 17,103
--------- --------- ---------
Equity
Share capital 452 452 452
Share premium 4,723 13,103 10,387
Unrealised investment revaluation
reserve (18,635) (21,159) (23,461)
Retained earnings 19,944 29,155 29,725
--------- --------- ---------
Total equity 6,484 21,551 17,103
--------- --------- ---------
Net asset per share GBP0.14 GBP0.48 GBP0.38
Promethean plc
Group Statement of Changes in Equity for the period
to 31 December 2012
Unaudited
Unrealised
investment Retained
Share revaluation earnings
Share capital premium reserve distributable Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 30 June
2012 452 10,387 (23,461) 29,725 17,103
-------------- --------- ------------- --------------- ---------
Capital return - (5,664) - - (5,664)
Expenses relating to
the return of capital - - - - -
-------------- --------- ------------- --------------- ---------
Transactions with owners - (5,664) - - (5,664)
Loss for the period - - - (4,955) (4,955)
Unrealised gains reserve
transfer - - 4,826 (4,826) -
-------------- --------- ------------- --------------- ---------
Loss for the period - - 4,826 (9,781) (4,955)
Other comprehensive income - - - - -
-------------- --------- ------------- --------------- ---------
Total comprehensive income
for the period - - 4,826 (9,781) (4,955)
Balance as at 31 December
2012 452 4,723 (18,635) 19,944 6,484
-------------- --------- ------------- --------------- ---------
Unrealised
investment Retained
Share revaluation earnings
Share capital premium reserve distributable Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 30 June
2011 452 13,103 (20,096) 36,857 30,316
-------------- --------- ------------- --------------- ---------
Loss for the period - - - (8,765) (8,765)
Unrealised gains reserve
transfer - - (1,063) 1,063 -
-------------- --------- ------------- --------------- ---------
Loss for the period - - (1,063) (7,702) (8,765)
Other comprehensive income - - - - -
-------------- --------- ------------- --------------- ---------
Total comprehensive income
for the period - - (1,063) (7,702) (8,765)
Balance as at 31 December
2011 452 13,103 (21,159) 29,155 21,551
-------------- --------- ------------- --------------- ---------
Unrealised
investment Retained
Share revaluation earnings
Share capital premium reserve distributable Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 30 June
2011 452 13,103 (20,096) 36,857 30,316
-------------- --------- ------------- --------------- ---------
Capital return - (2,712) - - (2,712)
Expenses relating to
the return of capital - (4) - - (4)
-------------- --------- ------------- --------------- ---------
Transactions with owners - (2,716) - - (2,716)
Loss for the year - - - (10,497) (10,497)
Unrealised gains reserve
transfer - - (3,365) 3,365 -
-------------- --------- ------------- --------------- ---------
Loss for the year - - (3,365) (7,132) (10,497)
Other comprehensive income - - - - -
-------------- --------- ------------- --------------- ---------
Total comprehensive income
for the year - - (3,365) (7,132) (10,497)
Balance as at 30 June
2012 452 10,387 (23,461) 29,725 17,103
-------------- --------- ------------- --------------- ---------
Promethean plc
Group Statement of Cash Flows for the period ended 31 December
2012
Unaudited
Period Period Year
1 July 1 July 1 July
2012 to 2011 to 2011 to
31 Dec 31 Dec 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
Cash outflow from operating
activities
Net loss for the period (4,955) (8,748) (10,379)
Adjustments for :
Depreciation - 8 13
Finance income - 1 (1)
Finance cost 1 (3) 6
Unrealised investment losses 4,491 9,655 11,957
Decrease/(increase) in trade
and other receivables 587 (1,352) (3,331)
(Decrease)/increase in payables (144) 148 (198)
Tax paid (132) (21) (21)
Loss on disposal of subsidiary - - 322
Net cash outflow from operating
activities (152) (312) (1,632)
--------- --------- ---------
Cash inflow from investing activities
Disposal of subsidiaries - - 6
Proceeds from returns on investments 3,077 3,822 3,822
Purchase of property, plant
& equipment - (6) (7)
Finance income - (1) 1
Net cash inflow in investing
activities 3,077 3,815 3,822
--------- --------- ---------
Cash (outflow)/inflow from financing
activities
Capital return - - (2,716)
Finance cost (1) 3 (6)
Net cash (outflow)/inflow in
financing activities (1) 3 (2,722)
--------- --------- ---------
Net increase/(decrease) in cash 2,924 3,506 (532)
--------- --------- ---------
Cash and cash equivalents at
beginning of period 717 1,249 1,249
--------- --------- ---------
Cash and cash equivalents at
end of period 3,641 4,755 717
--------- --------- ---------
Note 1 - General Information
The information for the six month period ended 31 December 2012
and the period 1 July 2011 to 31 December 2011 do not constitute
statutory accounts as defined in section 80 of the Companies Act
2006. Comparative figures for the year to 30 June 2012 are taken
from the full statutory accounts, which contain an unqualified
audit report.
Note 2 - Basis of accounting
This statement has been prepared using accounting policies and
presentation consistent with those applied in the preparation of
the accounts for the Company for the year ended 30 June 2012, and
in accordance with International Accounting Standard 34, "Interim
Financial Reporting".
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR NKODPABKDPNB
Promethean (LSE:PTH)
Historical Stock Chart
From Feb 2025 to Mar 2025
Promethean (LSE:PTH)
Historical Stock Chart
From Mar 2024 to Mar 2025
