TIDMAMR
RNS Number : 4218F
Armour Group PLC
12 November 2015
ARMOUR GROUP PLC
("Armour" or the "Group")
Preliminary Results for the year ended 31 August 2015
The Company remains an investing company and continues to look
at a number of opportunities. The Company did not trade in the
year.
The Company is currently in discussions with a retail focused
software business and has commenced due diligence. Should the
proposed transaction proceed it would constitute a reverse
takeover. There can be no guarantee that the current proposal will
reach a successful conclusion and shareholders will be informed
should the transaction progress.
For further information please contact:
Armour Group plc Tel: 01634 673172
Mark Wilson, Finance
Director
finnCap Limited Tel: 0207 220 0500
Geoff Nash
Stephen Norcross (Broking)
CHAIRMAN'S STATEMENT
Corporate activity
The Company has been an investing company since August 2014 and
accordingly has continued to reduce its operating costs. The
Tunbridge Wells head office was closed in December 2014,
substantially reducing the overhead costs.
The Company made an additional short-term loan of GBP0.3 million
to Armour Home Electronics in May 2015. This carries an interest
rate of 10% per annum and is repayable on the 16 December 2015. The
Company had net cash at the end of the year of GBP3.4 million
(2014: GBP4.1 million). The initial loan of GBP1.0m to AHE is
repayable in 2019 and also carries an interest rate of 10% per
annum.
As previously announced, in December 2014 I was required under
Rule 9 of the City Code to make a mandatory cash offer for those
shares in Armour that I (and persons deemed to be acting in concert
with me) did not already own. This offer period ended on 20
February 2015. Hawk Investment Holdings Limited, a company in which
I have a beneficial interest, now owns 47.9% of the issued share
capital of the Company, whilst the concert party together owns
64.6%.
The Company was granted a court order on 18 February 2015 to
perform a capital reduction, by cancellation of the share premium
account and the deferred shares of 9 pence each. The effect of this
capital reduction is set out in Consolidated Statement of Changes
in Shareholder Equity.
The Company became an investing Company on 5 August 2014 and in
accordance with Rule 15 of the AIM Rules for Companies ("AIM
Rules"), the Company's shares were suspended from trading on AIM on
5 August 2015. In the event that the Company is unable to implement
its investing policy by 5 February 2016, admission of the Company's
shares will be cancelled in accordance with Rule 41 of the AIM
Rules. As a result, the board is very focused on identifying an
appropriate opportunity within the next four months.
Outlook
Whilst the Company's initial investing policy was to target the
technology sector, it is the board's view that the Company should
now take a broader approach whilst looking to enhance shareholder
value. To this end, the board will propose a broader investing
policy at the forthcoming AGM.
The Company is seeking opportunities across a range of sectors
that have commercial traction with a clear market opportunity and
thus significant growth potential. The objective remains to
generate an attractive rate of return for shareholders by taking
advantage of these opportunities.
The Company is currently in discussions with a retail focused
software business and has commenced due diligence. Should the
proposed transaction proceed it would constitute a reverse
takeover. There can be no guarantee that the current proposal will
reach a successful conclusion and shareholders will be informed
should the transaction progress.
BOB MORTON
Chairman
12 November 2015
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 August 2015
31 August 31 August
2015 2014
Note GBP000 GBP000
Restated
----------------------------------- ----- ---------- ----------
Revenue 2 - -
Employee benefits costs (102) (759)
Depreciation and amortisation
expense (1) (1)
Other expenses (275) (179)
----------------------------------- ----- ---------- ----------
Total expenses (378) (939)
----------------------------------- ----- ---------- ----------
Loss from continuing operations
before exceptional items (378) (725)
Exceptional items 3 - (214)
----------------------------------- ----- ---------- ----------
Total loss from continuing
operations (378) (939)
Finance expense - (150)
Finance income 137 20
Impairment of associate 622 -
Share of post-tax losses
of equity accounted associate (237) (70)
Loss before taxation (1,100) (1,139)
Taxation credit 5 32 11
----------------------------------- ----- ---------- ----------
Loss from continuing operations (1,068) (1,128)
----------------------------------- ----- ---------- ----------
Loss from discontinued
operations, net of tax 4 - (10,071)
Loss for the year (1,068) (11,199)
Other Comprehensive Income
Exchange gains on translation
of foreign operations - (144)
----------------------------------- ----- ---------- ----------
Total Other Comprehensive
(Expense)/ Income - (144)
----------------------------------- ----- ---------- ----------
Total comprehensive loss
for the year (446) (11,343)
----------------------------------- ----- ---------- ----------
Loss per ordinary share
from continuing and discontinued
operations 6
Basic (1.14)p (11.96)p
Diluted (1.14)p (11.96)p
Continuing operations
Basic (1.14)p (1.20)p
Diluted (1.14)p (1.20)p
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 August 2015
31 August 31 August
Note 2015 2014
GBP000 GBP000
------------------------------- ------- ---------- ----------
Non-current assets
Property, plant and equipment - 1
Investment in associate - 859
Loan 1,000 1,000
Deferred taxation asset 6 6
Total non-current assets 1,006 1,866
------------------------------- ------- ---------- ----------
Current assets
Trade and other receivables 9 60
Loan 300 -
Cash and cash equivalents 10 3,365 4,070
------------------------------- ------- ---------- ----------
Total current assets 3,674 4,130
------------------------------- ------- ---------- ----------
Total assets 2 4,680 5,996
------------------------------- ------- ---------- ----------
Current liabilities
Trade and other payables (167) (415)
Total current liabilities (167) (415)
------------------------------- ------- ---------- ----------
Total net assets 2 4,513 5,581
------------------------------- ------- ---------- ----------
Equity
Share capital 8 971 7,134
Share premium - 10,084
Retained earnings 4,114 (11,065)
Share trust reserve (572) (572)
------------------------------- ------- ---------- ----------
Total equity 4,513 5,581
------------------------------- ------- ---------- ----------
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 August 2015
Share Share Other Retained Translation Share Total
capital premium reserves earnings reserve trust equity
reserve
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
----------------------- --------- --------- ---------- ---------- ------------ --------- ---------
At 1 September
2013 7,134 10,084 871 (737) 144 (572) 16,924
Loss for the
year - - - (11,199) - - (11,199)
Other Comprehensive
Expense - - - - (144) - (144)
Discontinued
operations - - (871) 871 - - -
At 31 August
(MORE TO FOLLOW) Dow Jones Newswires
November 12, 2015 02:00 ET (07:00 GMT)
2014 7,134 10,084 - (11,065) - (572) 5,581
----------------------- --------- --------- ---------- ---------- ------------ --------- ---------
Loss for the
year - - - (1,068) - - (1,068)
Capital restructuring - (10,084) - 10,084 - - -
Cancellation
of deferred
shares (6,163) - - 6,163 - - -
At 31 August
2015 971 - - 4,114 - (572) 4,513
----------------------- --------- --------- ---------- ---------- ------------ --------- ---------
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 August 2015
31 August 31 August
Note 2015 2014
GBP000 GBP000
-------------------------------------- ------- ---------- ----------
Cash flow from operating
activities
Cash (utilised in)/generated
from operations 9 (574) 87
Income taxes (recovered)/
paid 32 272
-------------------------------------- ------- ---------- ----------
Net cash (outflow)/ inflow
from operating activities (542) 359
-------------------------------------- ------- ---------- ----------
Investing activities
Purchase of property, plant
and equipment - (206)
Sale of property, plant and
equipment - 9
New loans issued (300) (1,000)
Proceeds on disposal of discontinued
operations - 11,226
Costs of disposal of discontinued
operations - (822)
Expenditure on intangible
assets - (797)
Interest received 137 17
-------------------------------------- ------- ---------- ----------
Net cash (used in)/generated
from investing activities (163) 8,427
-------------------------------------- ------- ---------- ----------
Financing activities
New loans taken out - -
Repayment of loans - (4,499)
Interest paid - (348)
-------------------------------------- ------- ---------- ----------
Net cash used in financing
activities - (4,847)
-------------------------------------- ------- ---------- ----------
Net (decrease)/increase in
cash, cash equivalents and
bank overdrafts 10 (705) 3,939
Cash, cash equivalents and
bank overdrafts at the start
of the year 4,070 131
-------------------------------------- ------- ---------- ----------
Cash, cash equivalents and
bank overdrafts at the end
of the year 10 3,365 4,070
-------------------------------------- ------- ---------- ----------
ARMOUR GROUP PLC
Preliminary Announcement of the audited financial statements for
the year ended 31 August 2015
1. Accounting Policies
Basis of preparation
The Group's Consolidated Financial Statements have been prepared
in accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations
(collectively "IFRS") issued by the International Accounting
Standards Board as adopted by the European Union ("Adopted IFRS")
and with those parts of the Companies Act 2006 applicable to
companies preparing their financial statements under IFRS.
While the financial information included in this preliminary
announcement has been prepared in accordance with the recognition
and measurement criteria of IFRS, this announcement does not itself
contain sufficient information to comply with IFRS. The Group
expects to publish full financial statements that comply with IFRS
in mid November 2014.
Various new standards, interpretations and amendments have
become effective since 1 September 2013, but have had no material
effect on the financial statements.
2. Segment Information
During the prior year the Group operated in the following main
business segments, the results of these business segments up to the
date of their disposal are included below:
Armour Automotive: The design, manufacture and supply of
products for the in-vehicle communications and entertainment
market;
Armour Home: The design, manufacture and supply of products into
the hi-fi, home theatre, home entertainment and office furniture
markets;
Armour Asia: The sale of Armour Automotive and Armour Home
products into Asian markets and provision of supplier support
services, including quality control, to the UK businesses; and
Central operations: The provision of Group-wide support services
including finance and future product concepts to the other business
segments within the Group.
These segments were considered on the basis of different
products and services. The Revenue and profit/(loss) from
operations of the trading segments have been included in
(loss)/profit on discontinued operations, net of tax in the
Consolidated Statement of Comprehensive Income.
Continuing operations Armour Armour Armour Central
year ended 31 August Automotive Home Asia operations Total
2015 GBP000 GBP000 GBP000 GBP000 GBP000
----------------------- ------------- --------- --------- ------------ ---------
Revenue - - - - -
Loss from operations - - - (378) (378)
----------------------- ------------- --------- --------- ------------ ---------
Balance sheet
Assets - - - 4,680 4,680
Liabilities - - - (167) (167)
----------------------- ------------- --------- --------- ------------ ---------
Net Assets - - - 4,513 4,513
----------------------- ------------- --------- --------- ------------ ---------
Other
Finance income - - - 137 137
Taxation Credit - - - 32 32
----------------------- ------------- --------- --------- ------------ ---------
Continuing operations Armour Armour Armour Central
year ended 31 August Automotive Home Asia operations Total
2014 GBP000 GBP000 GBP000 GBP000 GBP000
----------------------- ------------- --------- --------- ------------ ---------
Revenue - - - - -
Loss from operations - - - (939) (939)
----------------------- ------------- --------- --------- ------------ ---------
Balance sheet
Assets - - - 5,996 5,996
Liabilities - - - (415) (415)
----------------------- ------------- --------- --------- ------------ ---------
Net Assets - - - 5,581 5,581
----------------------- ------------- --------- --------- ------------ ---------
Other
Finance Expense - - - (150) (150)
Taxation Credit - - - 11 11
----------------------- ------------- --------- --------- ------------ ---------
Discontinued operations Armour Armour Armour Central
year ended 31 August Automotive Home Asia operations Total
2014 GBP000 GBP000 GBP000 GBP000 GBP000
-------------------------- ------------ --------- -------- ------------ ---------
Revenue 8,915 14,987 1,154 - 25,056
Profit/(loss) from
discontinued operations
net of tax 3,524 (13,550) (45) - (10,071)
-------------------------- ------------ --------- -------- ------------ ---------
(MORE TO FOLLOW) Dow Jones Newswires
November 12, 2015 02:00 ET (07:00 GMT)
Geographical information
Revenue by location Total non-current assets by location
of customers
2015 2014 2015 2014
GBP000 GBP000 GBP000 GBP000
----------------- ----------- ---------- ------------------- ------------------
United Kingdom - 15,668 1,006 1,866
Sweden - 1,491 - -
France - 1,111 - -
Denmark - 233 - -
Italy - 763 - -
Hong Kong - 53 - -
Other countries - 5,737 - -
----------------- ----------- ---------- ------------------- ------------------
- 25,056 1,006 1,866
----------------------------- ---------- ------------------- ------------------
3. Exceptional items
There were no exceptional items in the current year. Exceptional
items in the prior year related to the redundancy costs at Head
Office following the sale of the Armour Automotive division. The
exceptional costs incurred are shown below:
31 31 August
August 2014
2015 GBP000
GBP000
------------------------- --------- ----------
Redundancy costs - 214
Total exceptional items - 214
------------------------- --------- ----------
4. Discontinued operations
During the prior year the Group disposed of both of its trading
divisions, Armour Automotive was sold on the 31(st) March 2014 and
Armour Home on 4(th) August 2014. The post tax gain/(loss) of
discontinued operations was determined as follows:
Armour Armour
Automotive Home Total
GBP000 GBP000 GBP000
----------------------------------------------------------- ----------- -------- --------
Revenue 8,915 16,141 25,056
Expenses other than finance costs (8,095) (16,604) (24,699)
Finance costs (79) (153) (232)
Tax (expense)/credit (166) 58 (108)
Net asset value of associate - 929 929
Gain/(loss) from selling discontinued operations after tax 2,949 (13,966) (11,017)
----------------------------------------------------------- ----------- -------- --------
Profit/(loss) from discontinued operations 3,524 (13,595) (10,071)
----------------------------------------------------------- ----------- -------- --------
31 August 31 August
2015 2014
Loss per share from discontinued operations pence pence
-------------------------------------------- --------- ---------
Basic loss per share - (10.76)
Diluted loss per share - (10.76)
-------------------------------------------- --------- ---------
The consolidated statement of cash flows includes the following
amounts relating to discontinued operations:
31 August 31 August
2015 2014
GBP000 GBP000
------------------------------------------------ --------- ---------
Operating activities - 1,374
Investing activities - 9,410
Financing activities - (2,697)
------------------------------------------------ --------- ---------
Net cash generated from discontinued operations - 8,087
------------------------------------------------ --------- ---------
The consideration received in respect of the disposal of Armour
Automotive was GBP11.2 million and there was nil cash consideration
received in respect of Armour Home.
Armour Armour
Automotive Home* Total
Net assets disposed GBP000 GBP000 GBP000
--------------------------------- ----------- ------- -------
Property, plant and equipment 119 560 679
Goodwill 2,088 9,996 12,084
Intangibles 3,360 1,710 5,070
Trade and other receivables 3,822 3,207 7,029
Other financial assets 2,815 6,083 8,898
Cash, cash equivalents and loans (2,890) (2,720) (5,610)
Trade and other payables (2,500) (4,126) (6,626)
6,814 14,710 21,524
--------------------------------- ----------- ------- -------
*Includes Armour Hong Kong Limited.
5. Taxation
31 August 31 August
2015 2014
GBP000 GBP000
-------------------------------------- ---------- ----------
Current taxation credit
Adjustment in respect of prior years 32 17
Total current taxation credit 32 17
-------------------------------------- ---------- ----------
Deferred taxation credit
UK operations - (5)
Adjustment in respect of prior years - (1)
Discontinued operations - -
Overseas operations - -
-------------------------------------- ---------- ----------
Total deferred taxation charge - (6)
-------------------------------------- ---------- ----------
Total taxation credit 32 11
-------------------------------------- ---------- ----------
The reasons for the difference between the actual tax charge for
the year and the standard rate of corporation tax in the United
Kingdom applied to the result for the year are as follows:
31 August 31 August
2015 2014
GBP000 GBP000
--------------------------------------- ---------- ----------
Loss before taxation (478) (1,139)
Loss multiplied by the rate of UK
corporation tax of 20.58% (2014:
22.16%) 98 252
Effects of:
Expenses not deductible for taxation
purposes 4 (1)
Carried forward losses not recognised (90) (229)
Associate (12) (4)
Discontinued operations - (23)
Adjustments in respect of prior
years 32 16
--------------------------------------- ---------- ----------
Total taxation credit 32 11
--------------------------------------- ---------- ----------
6. Loss earnings per ordinary share
Basic loss per ordinary share are calculated using the weighted
average number of ordinary shares in issue during the financial
year of 93,627,496 (31 August 2014: 93,627,496). Diluted
(loss)/earnings per ordinary share are calculated with reference to
93,627,496 (31 August 2014: 93,627,496) ordinary shares. The effect
of the exercise of options on the weighted average number of
ordinary shares in issue is nil (31 August 2014: Nil).
At 31 August 2015, the Armour Employees' Share Trust held
3,424,000 (31 August 2014: 3,424,000) ordinary shares. The weighted
average number of ordinary shares held by the Armour Employees'
Share Trust during the year of 3,424,000 (31 August 2014:
3,424,000) is not included in either the weighted average, or
diluted weighted average, ordinary shares in issue during the
financial year.
Underlying loss per ordinary share are also shown calculated by
reference to earnings before exceptional items. The Directors
consider that this gives a useful additional indication of
underlying performance. The term "underlying" is not defined under
IFRS and may not therefore be comparable with similarly titled
profit measures reported by other entities.
31 August 2015 31 August 2014
Restated
Basic Diluted Basic Diluted
GBP000 pence pence GBP000 pence pence
-------------------------- --------- ------- -------- --------- -------- --------
Loss for the year (1,068) (1.14) (1.14) (11,199) (11.96) (11.96)
Discontinued operations,
net of tax - - - 10,071 10.76 10.76
-------------------------- --------- ------- -------- --------- -------- --------
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