TIDMADA
RNS Number : 5334I
Adams PLC
27 November 2018
Adams plc
("Adams" or the "Company")
Interim Results for the Six Months ended 30 September 2018
Adams (AIM: ADA) delivered a profit after tax of GBP517,000 in
the six months ended 30 September 2018 compared to a loss of
GBP51,000 in the half year to 30 September 2017. The increase in
profitability is principally due to investment returns being higher
by GBP572,000.
The presentational currency of Adams was changed from Euros to
Pounds Sterling during the year to 31 March 2018. In accordance
with accounting standards, the comparative financial information
for the half year ended 30 September 2017 as previously reported in
Euros, has been presented in Pounds Sterling using the procedures
outlined in note 4.2 to the condensed financial statements.
During the six months ended 30 September 2018, the Company
remained almost fully invested and did not make any new investments
or make any investment disposal realisations.
Adams held 6 investments at 30 September 2018, of which 3 were
listed and 3 were un-listed, and for which the total investment
carrying value was GBP2.62 million (31 March 2018: GBP2.08 million,
represented by 3 listed and 3 un-listed investment holdings).
The Company held cash balances of GBP30,000 at 30 September
2018, compared to cash balances of GBP52,000 at the previous 31
March 2018 year end. Net assets attributable to shareholders of
Adams at 30 September 2018 were GBP2.63 million (equivalent to 3.18
pence per share) versus GBP2.11 million (equivalent to 2.55 pence
per share) at 31 March 2018.
Business model and investing policy
Adams is an investing company with an investing policy under
which the Board is seeking to acquire interests in special
situation investment opportunities that have an element of
distress, dislocation, dysfunction or other special situation
attributes and that the Board perceives to be undervalued. The
principal focus is in the small to middle-market capitalisation
sectors in the UK or Europe, but the directors will also consider
possible special situation opportunities anywhere in the world if
they believe there is an opportunity to generate added value for
shareholders.
Investment Portfolio
The listed investments held by the Company at 30 September 2018
comprise Petrofac Limited, Eland Oil & Gas Plc and Communisis
Plc. In addition, the Company held shares and loan notes in
unquoted Sherwood Holdings Limited (which owns Source Bioscience
Ltd as its principal subsidiary asset) and unquoted shares in both
Abaco Capital Plc and Oxford Pharmascience Limited.
Petrofac is a multinational service provider to the oil and gas
production and processing industry. The company designs, builds,
operates and maintains oil and gas facilities with a focus on
delivering first class project execution, cost control and
effective risk management. Petrofac has a 36-year track record and
has grown significantly to become a constituent of the FTSE 250
Index. The company has 31 offices and approximately 13,500 staff
worldwide, comprising more than 80 nationalities.
Eland is an independent oil and gas company with principal
interests in the prolific Niger Delta. During 2018 to date, average
gross production increased to around 30,000 barrels of oil per day
and is expected to continue to increase further in the
near-term.
Communisis is a leading provider of outsourced digital asset
management and personalised customer communication services. On 23
October 2018, Bidco Ltd, a wholly-owned indirect subsidiary of OSG
Group Holdings Inc., made a recommended 71 pence per share cash
offer for the entire share capital of Communisis. It is proposed
that the cash acquisition be implemented by means of a
court-sanctioned scheme of arrangement under Part 26 of the UK
Companies Act, which requires the approval of Communisis
shareholders at a court meeting and general meeting and the
sanction of the court. If approved, the acquisition is expected to
complete in December 2018 and would generate cash proceeds of
GBP143,000 for Adams on disposal of its investment holding in
Communisis.
Abaco Capital (formerly Oxford Pharmascience Plc) underwent a
demerger of its Oxford Pharmascience Limited business in December
2017 and cancelled its AIM listing in May 2018. The company
subsequently undertook a members' voluntary liquidation and a
distribution of funds back to shareholders under which Adams
received a GBP30,000 payment in October 2018. As a result and
subsequent to Adams's 30 September 2018 half year end, the Company
no longer has an investment holding in Abaco Capital.
Oxford Pharmascience (as demerged from Abaco Capital) is a drug
development company that re-develops approved drugs to make them
better, safer and easier to take and it has a current focus to
develop improved formulations of non-steroidal anti-inflammatory
drugs (NSAIDs) and statins. Subsequent to Adams's 30 September 2018
half year end, the Company sold its small investment holding in
Oxford Pharmascience for GBP3,000.
Source Bioscience is an international provider of state of the
art laboratory services and products and has an expertise in
clinical diagnostics, genomics, proteomics, drug discovery &
development research and analytical testing services.
Outlook
There is continued reason for investment caution in the near
term, given the many threats to a sustained global recovery,
including a trade war between the US and China, rising US interest
rates, the tightening of global monetary conditions and ongoing
Brexit uncertainties.
Weak equity markets in the current December quarter period to
date have adversely impacted the value of our investment holdings
and reversed some of the investment gains reported in the six
months ended 30 September 2018. We remain committed, however, to
delivering additional value for our shareholders and will continue
to maintain a rigorous and highly selective investment approach
with a view to exploiting opportunities as they emerge. We are
confident that this approach will enable us to build considerable
value for shareholders going forward.
Michael Bretherton
Chairman
27 November 2018
Enquiries:
Adams plc
Mike Bretherton Tel: +44 1534 719 761
Nomad
Cairn Financial Advisers LLP
Sandy Jamieson, James Caithie Tel: +44 207 213 0880
Broker
Peterhouse Corporate Finance Limited
Lucy Williams, Duncan Vasey Tel: +44 207 469 0930
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2018
6 months Year ended 6 months
ended 31 Mar ended
30 Sep 2018 2018 30 Sep 2017
Note (Unaudited) (Audited) (Unaudited)
GBP'000 GBP'000 GBP'000
Gain on investments 5 541 280 13
Dividend income 57 45 13
-------------- ----------- -------------
Investment return 598 325 26
Expenses
Administrative expenses (86) (155) (82)
Operating profit/(loss) 512 170 (56)
Interest income 5 10 5
Profit/(loss) on ordinary
activities before taxation 517 180 (51)
Tax on profit/(loss) on
ordinary activities - - -
Profit/(loss) for the
period 517 180 (51)
-------------- ----------- -------------
Total comprehensive income/(loss)
for the period 517 180 (51)
Earnings/(loss) per ordinary
share
Basic and diluted 10 0.63p 0.25p (0.08)p
-------------- ----------- -------------
There are no other items of comprehensive income/(loss).
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2018
As at
30 Sep As at As at
2018 31 Mar 2018 30 Sep 2017
(Unaudited) (Audited) (Unaudited)
Note GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Investments 6 2,622 2,076 1,822
Current assets
Trade and other receivables 7 6 2 1
Cash and cash equivalents 30 52 78
------------ ------------- -------------
Current assets 36 54 79
------------ ------------- -------------
Total assets 2,658 2,130 1,901
------------ ------------- -------------
Liabilities
Current liabilities
Trade and other payables 8 (32) (21) (23)
------------ ------------- -------------
Total liabilities (32) (21) (23)
------------ ------------- -------------
Net current assets 4 33 56
------------ ------------- -------------
Net assets 2,626 2,109 1,878
============ ============= =============
Equity
Called up share capital 9 826 1,001 1,001
Share premium 9 - 1,401 1,401
Accumulated gains/(losses) 1,800 (49) (280)
Foreign currency translation
reserve - (244) (244)
------------ ------------- -------------
Total shareholder equity 2,626 2,109 1,878
============ ============= =============
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2018
Foreign
currency
Share Share translation Accumulated
Capital Premium reserve gains/(losses) Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 31 March 2017 (audited) 636 783 (244) (229) 946
--------- --------- ------------- ---------------- --------
Issue of shares 365 618 - - 983
Total comprehensive loss
for period - - - (51) (51)
At 30 September 2017 (unaudited) 1,001 1,401 (244) (280) 1,878
--------- --------- ------------- ---------------- --------
Total comprehensive gain
for period - - - 231 231
At 31 March 2018 (audited) 1,001 1,401 (244) (49) 2,109
--------- --------- ------------- ---------------- --------
Total comprehensive gain
for period - - - 517 517
Redenomination of share
capital (175) 175 - - -
Elimination of foreign currency
reserve - (244) 244 - -
Reclassification of share
premium - (1,332) - 1,332 -
At 30 September 2018 (unaudited) 826 - - 1,800 2,626
--------- --------- ------------- ---------------- --------
STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2018
6 months Year 6 months
ended ended ended
30 Sep 2018 31 Mar 2018 30 Sep 2017
(Unaudited) (Audited) (Unaudited)
GBP'000 GBP'000 GBP'000
Profit/(loss) for the period 517 180 (51)
Unrealised gain on revaluation
of investments (541) (237) (14)
Realised (gain)/loss on disposal
of investments - (43) 1
(Increase)/decrease in trade and
other receivables (4) - 1
Increase/(decrease) in trade and
other payables 11 (5) (3)
Net cash outflows from operating
activities (17) (105) (66)
-------------- ------------- -------------
Cash flows from investing activities
Proceeds from sales of investments - 730 72
Purchase of investments (5) (1,591) (946)
Net cash used in investing activities (5) (861) (874)
-------------- ------------- -------------
Cash flows from financing activities
Issue of ordinary share capital - 983 983
Net cash generated from financing
activities - 983 983
-------------- ------------- -------------
Net (decrease)/increase in cash
and cash equivalents (22) 17 43
Cash and cash equivalents at beginning
of period 52 35 35
Cash and cash equivalents at end
of period 30 52 78
============== ============= =============
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2018
The accounting policies and explanatory notes set out below from
an integral part of the financial statements.
1 General information
Adams Plc is a company incorporated in the Isle of Man and is
listed on the AIM market of the London Stock Exchange.
2 Basis of preparation
The interim financial statements of Adams Plc are unaudited
condensed financial statements for the six months ended 30
September 2018. These include unaudited comparatives for the six
months ended 30 September 2017 together with audited comparatives
for the year ended 31 March 2018.
These interim condensed financial statements have been prepared
on the basis of the accounting policies expected to apply for the
financial year to 31 March 2019 which are based on the recognition
and measurement principles of International Financial Reporting
Standards (IFRS) as adopted by the European Union (EU). The
financial statements have been prepared under the historical cost
convention. The Company's presentation and functional currency is
GBP Pounds Sterling.
The interim financial statements do not include all of the
information required for full annual financial statements and do
not comply with all the disclosures in IAS 34 'Interim Financial
Reporting', and should be read in conjunction with the Company's
annual financial statements to 31 March 2018. Accordingly, whilst
the interim statements have been prepared in accordance with IFRS,
they cannot be construed as being in full compliance with IFRS.
The preparation of financial statements in conformity with IFRS
as adopted by the EU requires the use of certain critical
accounting estimates. It also requires management to exercise its
judgement in the process of applying the Company's accounting
policies.
3 Going concern
Information on the business environment, financial position and
the factors underpinning the Company's future prospects and
portfolio are included in the Chairman's Statement. The Directors
confirm that they are satisfied that the Company has adequate
financial resources to continue in business for the medium term
based on the current liquid resources available. For this reason,
they continue to adopt the going concern basis in preparing the
financial statements.
4 Significant accounting policies
The accounting policies adopted are consistent with those
followed in the preparation of the annual financial statements of
Adams Plc for the year ended 31 March 2018 which received an
unqualified audit opinion. A copy of these financial statements is
available on the Company website at www.adamsplc.co.uk.
4.1 Changes in significant accounting policies
The accounting policies adopted are consistent with those of the
previous financial year except for a change in the reporting
currency of the Company to GBP, as described in the annual
financial statements of Adams Plc for the year ended 31 March
2018.
The change in reporting currency is a change in accounting
policy and has been accounted for retrospectively in line with IAS
8. New standards and amendments to IFRS effective as for the
financial reporting period have been reviewed by the Company and
there has been no material impact on the financial statements as a
result of these standards and amendments. The Company has not early
adopted any amendment, standard or interpretation that has been
issued but is not yet effective.
4.2 Functional and presentational currency
The presentational currency of the Company was changed during
the year ended 31 March 2018 from EUR (EUR) to GBP (GBP). This
change in the reporting currency of the Company was made with
effect from 1 April 2017 to reflect the fact that the Company no
longer had Euro based operations, assets or significant
transactions denominated in Euros.
The functional currency of the Company continues to be that of
the primary economic environment in which the Company operates
which is 'Pounds Sterling' (GBP). This is the currency in which
expenses are incurred, salaries are paid, income is received, and
equity funds are raised.
A change in presentational currency is classified as a change in
accounting policy which is accounted for retrospectively. In
accordance with accounting standards the statutory financial
information included in the Company's annual report for the year
ended 31 March 2017 previously reported in EUR was restated into
GBP using the procedures outlined below:
-- assets and liabilities denominated in non-sterling currencies
were translated into sterling at closing rates of exchange.
Non-sterling trading results were translated into sterling at
average rates of exchange;
-- Share Capital, share premium and other reserves were
translated at the historic rates prevalent at the dates of
transactions;
-- all exchange rates used were extracted from the Company's underlying financial records; and
-- foreign exchange translation differences resulting from the
above retranslations were taken to a Foreign Exchange Translation
Reserve.
The exchange rate applied to restate the 31 March 2017 balance
sheet figures was EUR1.17775 per GBP1 sterling. The average
exchange rate used to restate the result for the year to 31 March
2017 was EUR1.13139.
Given the functional currency of the Company continues to be GBP
with effect from 1 April 2017, the comparable 6 months trading
results to 30 September 2017 and the balance sheet figures at that
date have now simply been presented in GBP without being
retranslated into Euros as previously reported.
5 Segment reporting
Operating segments for Adams Plc are reported based on the
financial information provided to the Board, which is used to make
strategic decisions. The Directors are of the opinion that under
IFRS 8 'Operating segments' the Company has only one reportable
segment, being Investment Return. The Board assesses the
performance of the operating segment based on financial information
which is measured and presented in a manner consistent with that in
the financial statements.
The principal sources of revenue for the Company in the period
to 30 September 2018 were as follows:
6 months 6 months
ended 30 Year ended ended 30
Sep 2018 31 Mar 2018 Sep 2017
GBP'000 GBP'000 GBP'000
Unrealised gain on investments 541 237 14
Realised gain/(loss) on investments - 43 (1)
------------------- ------------------- -------------------
Total gain on investments 541 280 13
=================== =================== ===================
6 Investments
An analysis of movements in the value of the Company's
investments is as follows:
Quoted Unquoted
Equity Equity Unquoted
Shares Shares Loan Notes Total
GBP'000 GBP'000 GBP'000 GBP'000
Fair value at 31 March 2017 837 5 93 935
Additions at cost 941 - 5 946
Disposals (73) - - (73)
Unrealised revaluation gains 14 - - 14
-------- --------- ------------ --------
Fair value at 30 September 2017 1,719 5 98 1,822
Additions at cost 640 - 5 645
Disposals (614) - - (614)
Unrealised revaluation gains 223 - - 223
-------- --------- ------------ --------
Fair value at 31 March 2018 1,968 5 103 2,076
Additions at cost - - 5 5
Unrealised revaluation gains 541 - - 541
-------- --------- ------------ --------
Fair value at 30 September 2018 2,509 5 108 2,622
======== ========= ============ ========
7 Trade and other receivables
As at As at As at
30 Sep 2018 31 Mar 2018 30 Sep 2017
GBP'000 GBP'000 GBP'000
Prepayments 6 2 1
------------------- ------------------- -------------------
6 2 1
=================== =================== ===================
The carrying amount of trade and other receivables approximates
to their fair value.
8 Trade and other payables
As at As at As at
30 Sep 2018 31 Mar 2018 30 Sep 2017
GBP'000 GBP'000 GBP'000
Trade payables 13 8 13
Accruals and other creditors 19 13 10
32 21 23
============= =================== ===================
The carrying amount of trade and other payables approximates to
their fair value.
9 Share capital and share premium
Number of
shares issued Share Share
and fully capital premium
Ordinary shares paid up GBP'000 GBP'000
At 1 April 2017 41,276,616 636 783
--------------- --------- ---------
Issue of shares 41,276,616 365 618
At 30 September 2017 82,553,232 1,001 1,401
--------------- --------- ---------
Issue of shares - - -
At 31 March 2018 82,553,232 1,001 1,401
--------------- --------- ---------
Redenomination of share capital - (175) 175
Elimination of foreign currency
reserve - - (244)
Reclassification of share
premium - - (1,332)
At 30 September 2018 82,553,232 826 -
--------------- --------- ---------
On 10 August 2018, a special resolution was passed authorising
the par value of the Company's Ordinary Shares to be redenominated
from EUR0.01 to GBP0.01. On that same date, resolutions were also
passed that GBP244,000 of share premium be cancelled and applied to
eliminate the Foreign Currency Translation Reserve and that the
remaining balance on the Company's share premium account be
reclassified as distributable reserves.
The authorised Ordinary share capital of the Company at 30
September 2018 is 350,000,000 Ordinary Shares of GBP0.01 each (31
March 2018 and 30 September 2017: 350,000,000 Ordinary Shares of
EUR0.01 each).
10 Earnings/(loss) per share
The basic earnings/(loss) per share is calculated by dividing
the profit/(loss) after tax attributable to equity shareholders by
the weighted average number of ordinary shares in issue during the
period:
6 months Year 6 months
ended ended ended
30 Sep 2018 31 Mar 2018 30 Sep 2017
Profit/(loss) after tax attributable
to equity holders of the Company
(GBP'000) 517 180 (51)
Weighted average number of ordinary
shares 82,553,232 72,481,267 62,478,812
Basic and diluted earnings/(loss)
per share 0.63p 0.25p (0.08)p
There were no potentially dilutive shares in issue as at 30
September 2018, 31 March 2018 and 30 September 2017.
11 Events after reporting date
There were no significant events requiring disclosure after the
reporting date.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR MMMZMVVFGRZM
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November 27, 2018 02:00 ET (07:00 GMT)
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