Half yearly financial report ended 31 March 2009
06 Juillet 2009 - 1:21PM
UK Regulatory
TIDMHRL
RNS Number : 1732V
Hurlingham PLC
06 July 2009
HURLINGHAM PLC
6 July 2009
Half-Yearly Financial Report Six Months ended 31 March 2009
Chairman's Statement
Introduction
Further to the circular sent to Shareholders on 6 March 2009, I am pleased to
present the unaudited results of the Company for the six months ended 31 March
2009. The issue of this Half-Yearly Financial Report has been delayed pending
finalisation of the matters that I refer to below.
Principal activities
The Company's principal asset is now a cash deposit of approximately GBP1.8
million which, other than a small current account balance, is held on interest
bearing accounts with a UK Bank. Shareholders should be aware that prevailing
interest rates at the date of this report are now significantly lower than they
have been historically and this means that interest receivable at present will
not cover the Company's annual operating costs, although the shortfall is
unlikely to be too significant.
During the six months ended 31 March 2009, the Board recognised that part of the
approval by shareholders of the first resolution at the General Meeting of the
Company held on 31 March 2008, authorising the Company to acquire 100 'A'
Ordinary Shares in its capital, was invalid. Accordingly, a General Meeting was
convened for 2 April 2009 at which resolutions were passed authorising the
lawful cancellation of the Company's 'A' Ordinary Shares and application to the
High Court for confirmation. The High Court sanctioned that cancellation on 24
June 2009 and this became effective on its registration at Companies House on 2
July 2009. This had the equivalent effect to the transaction originally approved
by shareholders on 31 March 2008.
Since April 2008, the Board has appraised a significant number of proposals for
businesses and operations to be acquired by the Company. Whilst several were of
material interest, none was deemed appropriate given the level of risk and
reward in the prevailing economic and financial conditions. Many of these
proposals were considered prior to cancellation of the Company's 'A' Ordinary
Shares referred to in the circular to shareholders dated 6 March 2009 and were
therefore subject to clearance of that matter. Since approval of the relevant
resolutions at the General Meeting of the Company held on 2 April 2009 referred
to above, the ability of the Company to progress without this impediment has
been significantly improved. As a result, a large number of potential business
acquisitions have been critically examined by the Board since then, and certain
of these remain under consideration. The Board will provide details to
shareholders of any potential acquisition if the Board considers it would be
beneficial for the Company to progress such an acquisition formally.
All work involved on appraisals to date has been conducted by the Board, and
accordingly no external or additional pre-acquisition costs have been incurred
in the progression of the above opportunities.
Results
The results of the Company for the six months ended 31 March 2009 show that the
Company traded at an effective break even position, with a profit of GBP4,000
being recorded during the six month period. Shareholders' funds at 31 March 2009
totalled GBP1,799,000, equating to 62p per share.
Dividend
The Board has not declared the payment of a dividend for the six months ended 31
March 2009.
Strategy
Due to adverse financial conditions in the market, in particular during the
period from 30 September 2008 to 31 March 2009, Hurlingham had not acquired a
new business by 1 April 2009, being twelve months from the date of disposal of
its previous trading subsidiary, Bettagrade Limited. Under the AIM Rules for
Companies, if an Investing Company (often referred to as a cash shell) such as
Hurlingham does not complete an AIM qualifying acquisition within twelve months
of becoming an Investing Company, trading in its shares will be suspended by the
London Stock Exchange. The suspension can be effective for up to six months. If
during that six month period the Company completes an AIM qualifying
acquisition, the Ordinary Shares may be restored to trading. As a result, and
as set out in detail in the circular to shareholders dated 6 March 2009, the
Company's Ordinary Shares were suspended from trading on AIM, a market operated
by the London Stock Exchange, on 1 April 2009. If after six months an AIM
qualifying acquisition has not been completed, trading in the Ordinary Shares of
the Company would then be cancelled on AIM. The Directors regret any
inconvenience to Shareholders caused by the suspension of trading in the
Company's Ordinary Shares on AIM and propose to seek a resumption of trading in
the Ordinary Shares on AIM as soon as practicable, following completion of an
appropriate acquisition.
The Directors continue to seek a suitable AIM qualifying business to be acquired
by the Company. Shareholders should be aware that if Hurlingham does not
complete an AIM qualifying acquisition by 2 October 2009, the admission to AIM
of the Company's Ordinary Shares would be cancelled. If the Ordinary Shares are
cancelled from AIM for this reason, it would result in Shareholders being unable
to sell their Ordinary Shares on a market exchange and transactions in Ordinary
Shares would thereafter typically have to be performed by Shareholders on a
matched bargain basis.
Conclusion
The Board is wholly committed to moving the Company forward in order to enhance
Shareholder returns and value, although it is equally focused on only delivering
a business opportunity that is expected to add value to Shareholders' interests.
In this severely adverse financial climate, the Board considers that a higher
degree of caution is required. Accordingly, the Board continues to retain the
Company's assets in cash balances earning market rates of interest. I will
report to you further if firm proposals that the Board considers appropriate
require to be considered at a meeting of Shareholders.
Andrew Blurton
Chairman
3 July 2009
Registered Office:
1 West Garden Place
Kendal Street
London W2 2AQ
INCOME STATEMENT
for the six months ended 31 March 2009
+-----------------------------------+--------+-------------+-------------+-------------+
| | Notes | Six months | Six months | Year |
| | | ended | ended | ended |
| | | 31 March | 31 March | 30 |
| | | 2009 | 2008 | September |
| | | (Unaudited) | (Unaudited) | 2008 |
| | | | | (Audited) |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | GBP'000 | GBP'000 | GBP'000 |
+-----------------------------------+--------+-------------+-------------+-------------+
| Administrative expenses | | (36) | (79) | (117) |
+-----------------------------------+--------+-------------+-------------+-------------+
| Loss from operating activities | | (36) | (79) | (117) |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Net gain on sale of shares in | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| subsidiary undertaking | | - | 1,104 | 1,071 |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Profit/(loss) before interest | | (36) | 695 | 954 |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Finance income | | 40 | 8 | 56 |
+-----------------------------------+--------+-------------+-------------+-------------+
| Finance expenses | | - | (27) | (27) |
+-----------------------------------+--------+-------------+-------------+-------------+
| Profit before taxation | | 4 | 676 | 983 |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Taxation | 2 | - | (67) | (77) |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Profit for the period | | 4 | 609 | 906 |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Earnings per share (basic and | 4 | 0.1p | 28.9p | 36.3p |
| diluted) | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
BALANCE SHEET
at 31 March 2009
+-----------------------------------+--------+-------------+-------------+-------------+
| | Notes | 31 March | 31 March | 30 |
| | | 2009 | 2008 | September |
| | | (Unaudited) | (Unaudited) | 2008 |
| | | | | (Audited) |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | GBP'000 | GBP'000 | GBP'000 |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Current assets | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Trade and other receivables | | 11 | 1,341 | 75 |
+-----------------------------------+--------+-------------+-------------+-------------+
| Cash and cash equivalents | | 1,852 | 2 | 1,860 |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | 1,863 | 1,343 | 1,935 |
+-----------------------------------+--------+-------------+-------------+-------------+
| Total assets | | 1,863 | 1,343 | 1,935 |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Current liabilities | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Trade and other payables | | (54) | (113) | (130) |
+-----------------------------------+--------+-------------+-------------+-------------+
| Tax payable | | (10) | - | (10) |
+-----------------------------------+--------+-------------+-------------+-------------+
| Total liabilities | | (64) | (113) | (140) |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Net assets | | 1,799 | 1,230 | 1,795 |
+-----------------------------------+--------+-------------+-------------+-------------+
| | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Equity | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
| Share capital | | 2,179 | 1,579 | 2,179 |
+-----------------------------------+--------+-------------+-------------+-------------+
| Share premium account | 5 | 331 | 333 | 331 |
+-----------------------------------+--------+-------------+-------------+-------------+
| Retained earnings | 5 | (711) | (682) | (715) |
+-----------------------------------+--------+-------------+-------------+-------------+
| Total equity attributable to | 6 | 1,799 | 1,230 | 1,795 |
| shareholders of the Company | | | | |
+-----------------------------------+--------+-------------+-------------+-------------+
CASH FLOW STATEMENT
For the six months ended 31 March 2009
+-----------------------------------------+--------------+-------------+-------------+
| | Six months | Six months | Year |
| | ended | ended | ended |
| | 31 March | 31 March | 30 |
| | 2009 | 2008 | September |
| | (Unaudited) | (Unaudited) | 2008 |
| | | | (Audited) |
+-----------------------------------------+--------------+-------------+-------------+
| | GBP'000 | GBP'000 | GBP'000 |
+-----------------------------------------+--------------+-------------+-------------+
| Profit for the period | 4 | 609 | 906 |
+-----------------------------------------+--------------+-------------+-------------+
| Adjustments | | | |
+-----------------------------------------+--------------+-------------+-------------+
| Taxation | - | 67 | 77 |
+-----------------------------------------+--------------+-------------+-------------+
| Finance income | (40) | (8) | (56) |
+-----------------------------------------+--------------+-------------+-------------+
| Finance expenses | - | 27 | 27 |
+-----------------------------------------+--------------+-------------+-------------+
| Net gain on sale of shares | - | (1,104) | (1,071) |
| in subsidiary undertaking | | | |
+-----------------------------------------+--------------+-------------+-------------+
| Cash flows from operations before | | | |
| changes | | | |
+-----------------------------------------+--------------+-------------+-------------+
| in working capital | (36) | (79) | (117) |
+-----------------------------------------+--------------+-------------+-------------+
| Change in trade and other receivables | 4 | 6 | 5 |
+-----------------------------------------+--------------+-------------+-------------+
| Change in trade and other payables | | | |
| excluding | | | |
+-----------------------------------------+--------------+-------------+-------------+
| those relating to sale of subsidiary | | | |
| undertaking | | | |
+-----------------------------------------+--------------+-------------+-------------+
| reflected above | (76) | 3 | (2) |
+-----------------------------------------+--------------+-------------+-------------+
| Change in amounts owed to subsidiaries | | | |
+-----------------------------------------+--------------+-------------+-------------+
| (since sold) | - | (97) | (97) |
+-----------------------------------------+--------------+-------------+-------------+
| Cash generated from operations | (108) | (167) | (211) |
+-----------------------------------------+--------------+-------------+-------------+
| Interest paid | - | (26) | (33) |
+-----------------------------------------+--------------+-------------+-------------+
| Net cash used in operating activities | (108) | (193) | (244) |
+-----------------------------------------+--------------+-------------+-------------+
| | | | |
+-----------------------------------------+--------------+-------------+-------------+
| Cash flows from investing activities | | | |
+-----------------------------------------+--------------+-------------+-------------+
| Interest received | 40 | 8 | 44 |
+-----------------------------------------+--------------+-------------+-------------+
| Cash received from sale of | | | |
| subsidiary undertaking, | | | |
+-----------------------------------------+--------------+-------------+-------------+
| net of disposal cash | 60 | 729 | 2,020 |
+-----------------------------------------+--------------+-------------+-------------+
| Net cash from investing activities | 100 | 737 | 2,064 |
+-----------------------------------------+--------------+-------------+-------------+
| Cash flows from investing activities | | | |
+-----------------------------------------+--------------+-------------+-------------+
| Net proceeds from issue of share | - | - | 582 |
| capital | | | |
+-----------------------------------------+--------------+-------------+-------------+
| | - | - | 582 |
+-----------------------------------------+--------------+-------------+-------------+
| Net increase/(decrease) in cash and | | | |
| cash | | | |
+-----------------------------------------+--------------+-------------+-------------+
| equivalents | (8) | 544 | 2,402 |
+-----------------------------------------+--------------+-------------+-------------+
| | | | |
+-----------------------------------------+--------------+-------------+-------------+
| Opening cash and cash equivalents | 1,860 | (542) | (542) |
+-----------------------------------------+--------------+-------------+-------------+
| Closing cash and cash equivalents | 1,852 | 2 | 1,860 |
+-----------------------------------------+--------------+-------------+-------------+
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
Basis of preparation
Hurlingham Plc is a company incorporated in the United Kingdom. The Half-Yearly
Financial Report has been prepared in accordance with IAS 34 'Interim Financial
Reporting' as adopted for use in the European Union ('EU'). The financial
information contained in this Half-Yearly Financial Report has not been audited.
The Company now has no subsidiaries and accordingly the financial information
contained in this Half-Yearly Financial Report covers the results of the Company
only for the six months ended 31 March 2009, together with the balance sheet of
the Company at that date.
The Half-Yearly Financial Report has been prepared on the basis of the
accounting policies adopted by the Company in its Financial Statements for the
year ended 30 September 2008. The accounting policies of the Company have,
unless otherwise stated, been applied consistently to all periods presented in
this Half-Yearly Financial Report. The accounting policies include the policies
that the Company has adopted in prior periods and to the extent they are only
relevant to consolidated financial statements, are the policies the Company will
adopt if it acquires subsidiary undertakings in the future.
These financial statements are presented in UK Sterling, which is the Company's
functional currency. All financial information has been rounded to the nearest
thousand pounds.
2.TAXATION
+---------------------------------------------+------------+------------+-------------+
| | Six months | Six months | Year |
| | ended | ended | ended |
| | 31 March | 31 March | 30 |
| | 2009 | 2008 | September |
| | GBP'000 | GBP'000 | 2008 |
| | | | GBP'000 |
+---------------------------------------------+------------+------------+-------------+
| Current tax | | | |
+---------------------------------------------+------------+------------+-------------+
| UK Corporation Tax | - | - | (10) |
+---------------------------------------------+------------+------------+-------------+
| | | | |
+---------------------------------------------+------------+------------+-------------+
| Deferred tax asset | | | |
+---------------------------------------------+------------+------------+-------------+
| Management expenses and tax losses utilised | - | (67) | (67) |
| in the period | | | |
+---------------------------------------------+------------+------------+-------------+
| Tax charge in Income Statement | - | (67) | (77) |
+---------------------------------------------+------------+------------+-------------+
3.DIVIDEND
The Board has not declared the payment of a dividend for the six months ended 31
March 2009.
4.EARNINGS PER SHARE
The calculation of the earnings per share of 0.1p (six months ended 31 March
2008: 28.9p; year ended 30 September 2008: 36.3p) is based on the profit
attributable to Ordinary shareholders for the six months ended 31 March 2009 of
GBP4,000 (31 March 2008: GBP609,000; year ended 30 September 2005: GBP906,000)
and on the weighted average number of Ordinary shares in issue during the
current period of 2,905,606 (31 March 2008: 2,105,706; year ended 30 September
2008: 2,492,543).
5.MOVEMENT ON RESERVES
+--------------------------------------------------------+-------------+-------------+
| | Share | Retained |
| | premium | earnings |
| | account | GBP'000 |
| | GBP'000 | |
+--------------------------------------------------------+-------------+-------------+
| Balance at 1 October 2008 | 331 | (715) |
+--------------------------------------------------------+-------------+-------------+
| Profit for the period | - | 4 |
+--------------------------------------------------------+-------------+-------------+
| Balance at 31 March 2009 | 331 | (711) |
+--------------------------------------------------------+-------------+-------------+
6.TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS IN PENCE PER SHARE
The total equity attributable to shareholders of Hurlingham in pence per share
is calculated by dividing the total equity attributable to shareholders of
Hurlingham at each period end by the number of ordinary shares in issue at such
dates. The relevant figures are as follows:-
+-----------------------------------------+---------+-----------+----------+-------------+
| | | 31 March | 31 March | 30 |
| | | 2009 | 2008 | September |
| | | | | 2008 |
+-----------------------------------------+---------+-----------+----------+-------------+
| Total equity attributable to | | | | |
| shareholders of | | | | |
+-----------------------------------------+---------+-----------+----------+-------------+
| Hurlingham per consolidated | | | | |
| balance sheet | | | | |
+-----------------------------------------+---------+-----------+----------+-------------+
| on page 4 of financial statements | GBP'000 | 1,799 | 1,230 | 1,795 |
+-----------------------------------------+---------+-----------+----------+-------------+
| Number of ordinary shares in issue at | '000 | 2,906 | 2,106 | 2,906 |
| period end | | | | |
+-----------------------------------------+---------+-----------+----------+-------------+
| Total equity attributable to | | | | |
| shareholders of | | | | |
+-----------------------------------------+---------+-----------+----------+-------------+
| Hurlingham in pence per share | Pence | 62p | 58p | 62p |
+-----------------------------------------+---------+-----------+----------+-------------+
7. POST BALANCE SHEET EVENT
In accordance with the circular to Shareholders dated 14 March 2008, and as part
of the approval of resolutions at the General Meeting of the Company held on 31
March 2008, the Company was authorised by Shareholders to acquire 100 'A'
Ordinary Shares in its capital in exchange for 330,000 5% Preference Shares of
GBP1 in the capital of its previous subsidiary Bettagrade Limited. On 6 March
2009, the Company issued a further circular to its Shareholders in respect of
these matters. During the period covered by this Half-Yearly Financial Report,
the Board recognised that part of the approval by shareholders of the first
resolution at the General Meeting of the Company held on 31 March 2008,
authorising the Company to acquire 100 'A' Ordinary Shares in its capital, was
invalid. Accordingly, a General Meeting was convened for 2 April 2009 at which
resolutions were passed authorising the lawful cancellation of the Company's 'A'
Ordinary Shares and application to the High Court for confirmation. The High
Court sanctioned that cancellation on 24 June 2009, which became effective on
its registration at Companies House on 2 July 2009. This had the equivalent
effect to the transaction originally approved by Shareholders on 31 March 2008
and is reflected in these financial statements.
8.HALF-YEARLY FINANCIAL REPORT AND FINANCIAL STATEMENTS
Copies of this Half-Yearly Financial Report will be sent to Shareholders during
July 2009 and in accordance with AIM Rule 20, an electronic copy is also
available on the Company's website at www.hurlinghamplc.co.uk. The audited
financial statements of Hurlingham Plc for the year ended 30 September 2008,
together with further copies of this Half-Yearly Financial Report and the
Half-Yearly Financial Report for the six months ended 31 March 2008, are
available from the Chairman of the Company at the registered office of the
Company, 1 West Garden Place, Kendal Street, London W2 2AQ.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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