TIDMRUBI
RNS Number : 4138A
Rubicon Diversified Investments PLC
30 March 2012
Rubicon Diversified Investments Plc ("Rubicon" or the "Company";
AIM: RUBI) announces its unaudited results for the six months ended
31 December 2011.
HIGHLIGHTS
-- Disposal of trading subsidiary (Rubicon Software Limited) and change in strategic direction
-- GBP8.8m (net) raised through placing of new shares during the period
-- Identified strategy to develop a low cost airline focused on Africa
-- Geoffrey White and David Lenigas welcomed to the Board
-- Entered into arrangements with easyGroup Holdings Ltd to
provide strategic and management consultancy
Commenting on these results Chairman, Rob Burnham, said:
"An enormous amount has been accomplished in the six month
period to reposition Rubicon to deliver value for its shareholders,
and while we have no doubt about the hard work which lies ahead, we
are confident that we are on track to deliver against our
strategy.
The combined Rubicon/easyGroup team has made substantial
progress in the past three months in building the business model
and launch programme for the planned low-cost airline. In
particular, we are focusing on West Africa for launching the new
model, and we have received initial recommendations from Stelios
and his team regarding location of hubs, route networks and
frequencies, and choice of aircraft model.
The work completed to date has validated our views on the
attractiveness and potential of this exciting new venture."
For further information, please contact:
Rubicon Diversified Investments Plc Tel: 07776 133 421 Robert Burnham
WH Ireland Tel: 0207 220 1666 James Joyce/Nick Field
CHAIRMAN'S STATEMENT
Review of developments
On 5 August 2011 the Company disposed of its operating
subsidiary, Rubicon Software Limited, to a company controlled by
the former Chief Executive Officer of Rubicon, Alistair Hancock. At
the same time the Company became an investing company according to
Rule 15 of the AIM Rules. The activities of the disposed subsidiary
are presented as discontinued in these interim results and
comparatives have been restated accordingly On 18 November 2011
Rubicon announced a conditional placing and a change in the
Company's investing policy to that of seeking an acquisition or
acquisitions in the global aviation and aviation services sector
with a particular focus on Africa.
On 5 December 2011 it was announced that the Company had entered
into a conditional arrangement with easyGroup Holdings Ltd
('easyGroup'), a company controlled by Sir Stelios Haji-Ioannou,
under which easyGroup will become a shareholder in Rubicon and
Rubicon will use the services of Stelios and easyGroup's
experienced aviation management team to provide general strategic,
management and branding advice on the feasibility of implementing a
low cost, point-to-point, no frills, all jet aircraft business
model for Africa.
Placing of new shares
In December 2011 Rubicon completed two placings of new shares.
The first, announced on 18 November 2011, raised GBP400,000 before
expenses through the issuance of 40,000,000 new shares at a price
of 1p per share. The second, announced on 12 December 2011, raised
GBP9,000,000 before expenses through the issuance of 225,000,000
new shares at a price of 4p per share. These funds were raised in
order to enable the Company to pursue its new investing policy and
for general working capital purposes.
Potential Reverse Takeover Transaction
On 23 February 2012, the Company's shares were temporarily
suspended from trading on the AIM market, pending an announcement
and publication of an admission document relating to the potential
acquisition of Fly 540, an African aviation business controlled by
Lonrho Plc. Work on this potential acquisition continues although
there can be no assurance that the transaction will be completed.
The Company will provide an update in due course.
Board changes
At the General Meeting held on 13 December 2011 we were
delighted to welcome to the Board David Lenigas and Geoffrey White,
respectively Executive Chairman and Chief Executive Officer of
Lonrho Plc which acquired shares in the initial GBP400,000 placing.
Their deep knowledge of African business will be a major asset to
the Company as we implement our investing strategy.
Financial review
The activities of the Company's disposed subsidiary, Rubicon
Software Limited, are presented as discontinued in these interim
results and comparatives have been restated accordingly.
In the six months to 31 December 2011 the Company made a loss
from continuing activities after tax of GBP260,000 (0.39p per
share). This compares with a loss from continuing activities of
GBP15,000 for the six months to 31 December 2010 (0.03p per share),
and with a loss of GBP68,000 for the year to 30 June 2011 (0.16p
per share).
The Company had no income from continuing activities during the
period, and the losses represent the ongoing management and
administrative expenses as well as costs associated with the
disposal and fund-raisings.
A total of GBP9.4 million (GBP8.8 million after expenses) was
raised during the period from the placing of shares in the
Company.
Issue of options to directors
At the General Meeting held on 13 December 2011 a resolution was
passed to approve the grant of options over 3,000,000 shares to
each of Richard Blakesley and Robert Burnham. The exercise price of
the options is 1p per share, and the options may only be exercised
in the event of the completion by the company of an acquisition or
acquisitions constituting a reverse takeover under AIM Rule 14.
Outlook
Following the substantial repositioning of the Company which was
achieved during the six months under review we have now entered a
period of intensive due diligence and planning activity as we
implement Rubicon's new investing strategy. The combined
Rubicon/easyGroup team has huge experience in the airline sector
and in Africa, and we are confident that our combined efforts will
generate positive returns for shareholders.
Rob Burnham
Chairman
30 March 2012
Consolidated statement of comprehensive income
6 months 6 months Year to
to 31 December to 31 December 30 June
2011 2010 2011
GBP'000 GBP'000 GBP'000
Note (Unaudited) (Unaudited, (Audited)
restated)
Revenue - - -
Operating charges (260) (15) (68)
Operating loss (260) (15) (68)
Finance income - - -
Finance charges - - -
------------------------------------- ----- ---------------- ---------------- ----------
Loss from continuing activities
before tax (260) (15) (68)
Tax charge - - -
Loss from continuing activities
after tax (260) (15) (68)
(Loss)/profit from discontinued
activities 2 (29) (165) 25
Loss and total comprehensive
income for the period (289) (180) (43)
------------------------------------- ----- ---------------- ---------------- ----------
Loss per share (basic and diluted)
(pence) 3
From continuing activities (0.39) (0.03) (0.16)
From discontinued activities (0.04) (0.38) 0.06
------------------------------------- ----- ---------------- ---------------- ----------
Total (0.43) (0.41) (0.10)
------------------------------------- ----- ---------------- ---------------- ----------
Consolidated statement of changes in equity
Share option
Share reserve Merger Retained Total
Capital Share premium reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ -------- ------------- ------------ -------- --------- -------
Balance at 1 July 2010 436 414 17 596 (1,238) 225
Shares issued 1 2 - - - 3
------------------------------ -------- ------------- ------------ -------- --------- -------
Transactions with owners 1 2 - - - 3
------------------------------ -------- ------------- ------------ -------- --------- -------
Comprehensive loss - - - - (180) (180)
Balance at 31 December
2010 437 416 17 596 (1,418) 48
------------------------------ -------- ------------- ------------ -------- --------- -------
Share based payments - - 12 - - 12
Share options lapsed - - (15) - 15 -
------------------------------ -------- ------------- ------------ -------- --------- -------
Transactions with owners - - (3) - 15 12
------------------------------ -------- ------------- ------------ -------- --------- -------
Comprehensive income - - - - 137 137
Balance at 30 June 2011 437 416 14 596 (1,266) 197
------------------------------ -------- ------------- ------------ -------- --------- -------
Shares issued 2,658 6,750 - - - 9,408
Share issue costs - (641) 80 - - (561)
Share based payments - - 14 - - 14
Share options lapsed - - (5) - 5 -
Share options adjustment 7 - (7) -
Other transactions with
owners - - - - (62) (62)
------------------------------ -------- ------------- ------------ -------- --------- -------
Transactions with owners 2,658 6,109 96 - (64) 8,799
------------------------------ -------- ------------- ------------ -------- --------- -------
Realised on disposal
of subsidiary - - - (596) 596 -
Comprehensive loss - - - - (289) (289)
Balance at 31 December
2011 3,095 6,525 110 - (1,023) 8,707
------------------------------ -------- ------------- ------------ -------- --------- -------
Consolidated BALANCE SHEET
At At At
31 December 31 December 30 June
2011 2010 2011
GBP'000 GBP'000 GBP'000
(Unaudited) (Unaudited, (Audited)
restated)
Assets
Current assets
Cash and cash equivalents 8,763 2 3
Receivables 10 2 5
8,773 4 8
Assets held for sale - 386 431
------------------------------------- ------------- ------------- ----------
Total assets 8,773 390 439
------------------------------------- ------------- ------------- ----------
Equity
Called up equity share capital 3,095 437 437
Share premium account 6,525 416 416
Share option reserve 110 17 14
Merger reserve - 596 596
Retained earnings (1,023) (1,418) (1,266)
Total equity 8,707 48 197
------------------------------------- ------------- ------------- ----------
Liabilities
Current liabilities
Trade and other payables 66 - 29
29
Liabilities associated with assets
held for sale - 342 213
Total liabilities 66 342 242
------------------------------------- ------------- ------------- ----------
Total liabilities and equity 8,773 390 439
------------------------------------- ------------- ------------- ----------
Consolidated statement of cash flows
6 months 6 months Year to
to 31 December to 31 December 30 June
2011 2010 2011
GBP'000 GBP'000 GBP'000
(Unaudited) (Unaudited) (Audited)
------------------------------------------- ---------------- ---------------- ----------
Operating activities
Result for the period (289) (179) (43)
Loss on disposal of subsidiary 56 - -
Depreciation of property, plant
and equipment - 3 7
(Increase)/decrease in receivables (5) 160 106
Increase/(decrease) in trade and
other payables 18 34 (5)
Share option charges 14 - 12
Net cash flow from operating activities (206) 18 77
Investing activities
Sale of subsidiary net of costs 104 - -
Purchase of property, plant and
equipment - - (7)
Net cash flow from in investing
activities 104 - (7)
Financing activities
Proceeds from the issue of shares 8,848 3 3
Loan repayments - - (61)
Finance lease payments - (2) (2)
------------------------------------------- ---------------- ---------------- ----------
Net cash flow from financing 8,848 1 (60)
------------------------------------------- ---------------- ---------------- ----------
Net movement in cash and cash equivalents 8,746 19 10
Opening cash and cash equivalents
balance 17 7 7
------------------------------------------- ---------------- ---------------- ----------
Closing cash and cash equivalents
balance 8,763 26 17
------------------------------------------- ---------------- ---------------- ----------
Classified on the balance sheet
as:
Cash and cash equivalents 8,763 2 3
Assets held for sale - 24 14
----------------------------------- ------ --- ---
Closing cash and cash equivalents
balance 8,763 26 17
----------------------------------- ------ --- ---
Notes to the interim results
1. Basis of preparation and accounting policies
The financial information set out in this interim results
statement is for the six months to 31 December 2011 and has been
prepared in accordance with International Accounting Standard 34
"Interim Financial Reporting". The interim financial information
has not been audited and does not constitute statutory accounts
within the meaning of section 434 of the Companies Act 2006.
The accounting policies applied are consistent with those of the
last annual financial statements for the year ended 30 June 2011,
which were prepared in accordance with IFRS as adopted for use in
the European Union, and on which the auditor gave an unqualified
opinion containing no statement under either Section 498(2) or (3)
of the Companies Act 2006. The Group's annual financial statements
have been filed with the Registrar of Companies.
At 30 June 2011 the Company had no subsidiary undertakings. The
directors have prepared the interim results on a consolidated basis
for consistency with previous periods and in anticipation of the
Company acquiring further subsidiaries in future.
The interim financial statements have been prepared under the
historical cost convention and are presented in Pounds Sterling
(GBP), which is the functional currency of all Group companies.
Application of the Group's accounting policies in preparing
these interim financial statements requires management to make
judgements and estimates that affect the reported amount of assets
and liabilities, revenues and expenses. Actual results may
ultimately differ from these estimates.
Rubicon Diversified Investments plc is incorporated and
domiciled in Great Britain. The Group's shares are listed on the
AIM Market of the London Stock Exchange.
2. Discontinued activities
The Company disposed of its interest in Rubicon Software Limited
on 5 August 2011. Details of the disposal have been previously
announced and are summarised in the Chairman's statement. The
activities of the disposed subsidiary are presented as discontinued
in these interim results and comparatives have been restated
accordingly. The amount stated as loss from discontinued activities
in the income statement for the current period is comprised of the
results of the subsidiary undertaking for the period to disposal,
and the loss arising on disposal.
3. Loss per share
The loss per share is calculated using the loss figures as
stated in the statement of comprehensive income divided by the
weighted average number of shares in issue. In view of the losses
from continuing activities, the share options in issue have no
dilutive effect.
4. Share capital
During the period the company raised GBP8,848,000 (net of costs)
by the placing of new shares.
Copies of this interim report will be available shortly on the
company's website: www.rubicondiv.co.uk
-----ENDS-----
This information is provided by RNS
The company news service from the London Stock Exchange
END
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