TIDMPROV

RNS Number : 2290Y

Proventec PLC

20 December 2010

 
 Press Release   20 December 2010 
 

Proventec Plc

("Proventec" or the "Company" or the "Group")

Unaudited Preliminary Results

Proventec Plc (AIM:PROV, Alternext:ALTPC), a provider of specialist steam cleaning and coatings technologies, today announces its unaudited preliminary results for the eighteen month trading period from 1 April 2009 to 30 September 2010.

Financial Highlights

 
            --   Turnover for the period of GBP22.6 million (previous 12 
                  months: GBP15.4 million) 
            --   Gross profit for the period of GBP8.7 million (previous 
                  12 months: GBP6.6 million) 
 

Operational Highlights

 
            --   Proventec Healthcare has won significant tenders from 
                  the UK NHS Supply Chain and the Scottish NHS 
            --   Proventec Industrial installed dry steam cleaning equipment 
                  in an automated cleaning line for a leading manufacturer 
                  of motor bikes 
            --   Proventec Industrial has completed its first 'cleaning 
                  in place' system on a food manufacturing assembly line 
                  for one of the largest international food manufacturers 
            --   Completed the transfer of the Osprey businesses and Proventec 
                  Healthcare to Proventec's logistical base in Redruth, 
                  Cornwall 
            --   Osprey rebranded as OspreyFrank to reflect close development 
                  and manufacturing links with Frank GmbH 
 

Post Year-End Highlights

 
            --   Completion of Scheme of Arrangement to provide the Company 
                  with additional working capital, a much simplified balance 
                  sheet and a greatly reduced debt burden. 
            --   Shares readmitted to trading on AIM 
 

The pro forma balance sheet on page 17 shows what the balance sheet would look like post Scheme of Arrangement, had the Scheme been sanctioned on 30 September.

David Chestnutt, Chief Executive of Proventec, commented:

"The recent, successful restructuring of Proventec's finances marks the conclusion of a turbulent year for the Group. The strengthened balance sheet and the disposal of two non-core businesses puts Proventec in a much stronger position to deal with the financial pressures of trading out of the recession.

"During the period, Proventec has secured significant contracts in both the Healthcare and Industrial divisions. Food hygiene is clearly a growing market for dry steam and we are also pleased to report our first contract win in the automotive industry. These new opportunities are extremely important for the Group, particularly as capital spending comes under pressure in the healthcare sector which has traditionally been a key market for the Group.

"While the current trading shows some limited signs of a better 2011, the outlook for Proventec has been vastly improved as a result of the adoption of the Scheme of Arrangement. The Board will continue focus on driving the business forward, securing contracts and ensuring maximum shareholder value."

For further information, please contact:

 
 Proventec Plc 
 David Chestnutt, Chief Executive   Tel: + 44 (0) 151 706 
                                                     0626 
 dchestnutt@proventecplc.com         www.proventecplc.com 
 
 
 Seymour Pierce 
 Nicola Marrin       Tel: + 44 (0) 20 7107 
                                      8000 
 Corporate Finance   www.seymourpierce.com 
 

Media enquiries:

 
 Abchurch Communications 
 Henry Harrison-Topham / Simone Elviss     Tel: +44 (0) 20 7398 
                                                           7702 
 henry.ht@abchurch-group.com             www.abchurch-group.com 
 

CHAIRMAN'S STATEMENT

The last few months have been extremely challenging for your Board who have worked tirelessly to resolve Proventec's funding issues and to restructure the debt burden following the withdrawal of financial support by the company's largest shareholder.

Following the reverse takeover in 2005, InnoConcepts NV became the largest shareholder with approximately 36% of the Ordinary Shares. In addition it received Convertible Loan Notes, carrying an 8.5% coupon, to the value of GBP10.5 million. The Board of Proventec agreed to allow InnoConcepts to sell the Loan Notes subject to the debt being ultimately guaranteed by InnoConcepts. The Loan Notes were sold to third parties and the Company raised an additional GBP4 million in 2007 via a further issue that was also covered by the InnoConcepts guarantee.

In early 2010 the Board formally advised InnoConcepts that based on current cash flows they did not expect to be able to meet the loan note interest due in July 2010. This led to discussions with our advisers about how the Company could best meet its liabilities to the Loan Note holders. Relying on verbal assurances that InnoConcepts would support an equity fundraising, discussions appeared to reach a point in mid-June that sufficient funds would be made available in a limited fundraising and by further loans.

Subsequently InnoConcepts advised the Board and the Euronext stock market in Amsterdam that it was not prepared to support the Company and invited the Loan Note holders to negotiate directly with its Board to resolve their debt under the guarantee. With the sudden and unexpected collapse of discussions that would have resulted in funding of the required level, your Board was left with no alternative other than to advise the UK markets that we were considering our financial options and we could not rule out the possibility that the Company might have to enter administration. The shares were subsequently suspended from trading on AIM and Alternext on 21 June 2010.

From late June onwards and with the assistance of Amsterdams Effectenkantoor, the Company's advisers in the Netherlands, your Directors met with a representative committee of loan note holders and their advisers to work on a Scheme of Arrangement. The result of this is reflected in the post balance sheet note to the accounts and was contained in the Circular sent to shareholders on 29 October 2010 and was passed at the General Meeting held on 23 November 2010.

The adoption of the Scheme of Arrangement has provided the Company with additional working capital, a much simplified balance sheet and greatly reduced the Company's debt. We have also cancelled the share options previously granted to the Directors and certain employees and are trying to arrange for the warrants, that now have no economic value and which were granted at the time of the reverse takeover, to be surrendered

The successful conclusion of the Scheme of Arrangement gives the Company its best chance to deliver its plans and the operational re-structuring will allow the management to focus on its core businesses of dry steam equipment and janitorial supplies.

Following the completion of the Scheme of Arrangement Peter Teerlink, who has been Chairman since 2005, has left the Board and I have taken over that role. I will look to further strengthen the Board in the near future.

Your Board will continue to explore all options available to them in order to try and deliver a secure and profitable future for the Company.

Michael Hough

Chairman

17 December 2010

CHIEF EXECUTIVE'S REPORT

The financial statements cover the eighteen month trading period from 1 April 2009 to 30 September 2010. The balance sheet at 30 September 2010 does not reflect the re-construction embodied in the Scheme of Arrangement that was approved by the two meetings of the Loan Note holders and the Shareholders which were held on 23 November 2010. The Scheme was formally sanctioned in the High Court, Chancery Division, on Monday 6 December 2010.

The Chairman has explained the practical effects of the Scheme of Arrangement which has provided the Company with a more appropriate balance sheet for its business and a greatly reduced debt burden.

The pro forma balance sheet reflects the changes resulting from the approval to the Scheme of Arrangement as if they had been sanctioned on 30 September 2010. The pro forma balance sheet reflects:

 
            --   the changes to the loan note debt reduced from GBP14,880,210 
                  to GBP7,000,000 
            --   the coupon reduced from 8.5% per annum to 4% payable and 
                  3% in additional loan notes 
            --   the extension of the repayment date from 31 December 2012 
                  to 30 September 2015 
            --   the removal of the 24.5% premium due on redemption 
            --   the conversion of loan note debt of GBP7,880,210 and other 
                  debts of GBP6,005,000 into equity at a price of 57 pence 
            --   the forgiveness of debt comprising unpaid loan note and 
                  other loan interest of GBP1,972,000 
 

This restructuring of the Group's balance sheet puts it in a better position to deal with the financial pressures of trading out of the recession. As well as the restructuring of the balance sheet, your Board has sought to restructure the business and has disposed of two non-core parts of the Group.

The Magma coatings business was acquired at the time of the reverse takeover in 2005 and it has developed into a niche specialist coatings business. It was the Board's intention to sell this business in the next couple of years after it had grown further, however an opportunity arose to sell it to the company that manufactures Magma's products and the Board successfully concluded the disposal of Magma just before the end of September 2010. The price was realistic given Magma's trading profile and the potential for its products but the business had been valued at a considerably higher figure at the time of its acquisition in 2005.

The Board also sanctioned the disposal of the Company's 60% holding in CryoJet Industrial Services BV. At the time of the acquisition of this stake in September 2008 the Board believed that CryoJet would be synergistic with the Group's other activities and would form the basis of the Proventec Industrial specialist cleaning division but this ambition was not realised. A number of management and operational issues caused the Board to reassess its view on the potential of CryoJet and after a number of meetings with the original management team in which no headway was made, the Board decided to mitigate its losses and sold the Company's stake at a loss.

As a result of these disposals and actions the Board has embarked on a restructuring of Proventec's operations base in The Netherlands and has greatly reduced the scope of its business. This restructuring exercise has almost been completed and Guido Schoenmakers, our Group Operations Director who has carried out this task on behalf of the Group, will be leaving the Company in the New Year. We are most grateful for all Guido's efforts on behalf of the Group over the last six years and wish him well in his new career.

In the UK the Company has completed the transfer of the Osprey businesses and Proventec Healthcare to its logistical base in Redruth, Cornwall, from where Contico Manufacturing and Spraychem operate.

The Osprey businesses are to be rebranded as OspreyFrank to reflect the close development and manufacturing links with Frank GmbH, the Company's German-based subsidiary.

The trading results for the eighteen months have been affected by a number of factors, both internal and external. The trading environment has continued to be difficult although towards the end of this year there are some small signs that the Company's markets may be picking up.

The sales of janitorial products have been fairly flat and margins have been difficult to maintain. This was due to a combination of the highly competitive domestic market and the weakness of Sterling against the US dollar and the Euro, the currencies with which much of Proventec's product range is purchased.

During the period covered by these accounts Proventec Healthcare has been successful in winning significant tenders from the UK NHS Supply Chain and the Scottish NHS. Both contracts have yet to reach their full potential in terms of sales into the respective NHS sectors in England and Scotland but they are an indication of the Group's ability to service this demanding sector.

The Group's equipment sales from OspreyFrank have been affected by the slow down in capital purchasing by European industry. The Company has used this time to improve the development of its dry steam range but the anticipated upturn in the development of the dry steam market has been put on hold. This is due not only to the general economic conditions but also to the delay in publication of the results of the trial of Proventec's equipment following the NHS sponsored Clinical Trial in the Durham & Darlington Trust, which started in October 2009 and was completed in February 2010.

The Board understands that publication of the report has been held back, together with reports on a number of other NHS initiatives, due to policy decisions within the NHS. While the Company has not seen the results of the report, the Board is led to believe that the report will endorse the efficacy and use of dry steam as a cleaning medium in patient contact areas. Proventec already knows that regular cleaning with dry steam reduces bacteria, resulting in a higher standard of hygiene in the hospital environment and potentially will be of real benefit in the fight to reduce healthcare acquired infections.

While the time taken to penetrate the healthcare sector is frustrating, OspreyFrank has made progress in developing and supplying industrial dry steam cleaning solutions to the food manufacturing sector where cleaning and hygiene standards are valued highly.

The Company has completed the first 'cleaning in place' system on a food manufacturing assembly line for one of the largest international food manufacturers. The line has been successfully installed and commissioned and your Board believes will lead to more business from this customer and this sector.

In conjunction with Proventec's partner, OspreyFrance, the Company has also been working with a major robotics machine manufacturer which has installed Proventec's dry steam cleaning equipment in an automated cleaning line for a leading manufacturer of motor bikes. The steel surface for painting has to be prepared to the highest standard of cleanliness before painting and dry steam has solved this problem, given that solvents are now being phased out and banned in the industrial environment.

Such developments prove that dry steam generation has a future as a general and specialist cleaning medium but it has not yet achieved universal acceptance. However, I am pleased to note that more and more companies in the food manufacturing sector are now looking at dry steam as a possible solution to solving their cleaning requirements in new industrial installations.

The comparison between figures from one period to the other is made more difficult by the removal of the figures for the discontinued operations and the resultant changes to gross profit.

Including the figures for the discontinued operations the comparable turnover and gross profit for the two periods are:

 
                 18 months   Previous 12 months 
                   GBP'000              GBP'000 
 Turnover           22,622               15,390 
 Gross profit        8,773                6,617 
 

This reflects a fall in turnover based on a simple time apportionment of 3% and a reduction in gross profit on the same basis of 17% which reflects the challenging trading environment.

The accounts also include a charge for interest paid and payable of GBP2.36 million. As a result of the adoption of the Scheme of Arrangement, this will produce a write back of interest payable in the next period's accounts of those amounts of interest that have been waived and forgiven, which at 30 September 2010 amounted to approximately GBP1.7 million.

Following the restructuring of the Group there is further substantial impairment of those assets and the cost of investments acquired as part of the reverse takeover in 2005. With the benefit of hindsight and in the context of a post recession economy, it is appropriate to impair and write down those costs and the resultant goodwill arising thereon. This is entirely consistent with International Financial Reporting Statements and reflects the value attributed to the rescheduling of our long and short-term debt as set out in the Scheme of Arrangement.

Outlook

While the current trading shows some limited signs of a better 2011, the outlook for Proventec has been vastly improved as a result of the adoption of the Scheme of Arrangement and your Board will continue to work hard for the benefit of all our shareholders.

I would like to thank Peter Teerlink who resigned from the Board with effect from the date of adoption of the Scheme. Peter became Chairman following the reverse takeover of the Group in 2005 and has been a great champion of the business. He had close links with InnoConcepts, our former largest shareholder, which proved to be a good relationship that worked for the benefit of both Groups until the change of control in InnoConcepts in late 2009, and I wish him well for the future.

Finally, may I also express my personal thanks to my fellow Board members, colleagues and our lawyers, Pinsent Masons, for all their support in what has been a most interesting and challenging time.

David Chestnutt

Chief Executive

17 December 2010

UNAUDITED CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2010

 
                                              Unaudited     31 March 
                                                   2010         2009 
                                                GBP'000      GBP'000 
 Assets 
 Non-current assets 
 Property, plant and equipment                      497          906 
 Goodwill                                         5,985       27,125 
 Other intangible assets                            541        4,949 
 Available for sale financial assets                  -           12 
 Investments accounted for using 
  the equity method                                  17            8 
                                            ___________   __________ 
                                                  7,040       33,000 
                                            ___________   __________ 
 
 Current assets 
 Inventories                                      3,077        2,848 
 Trade and other receivables                      3,638        4,149 
 Cash and cash equivalents                          678        1,095 
                                            ___________   __________ 
                                                  7,393        8,092 
                                            ___________   __________ 
 
                                            ___________   __________ 
 Total assets                                    14,433       41,092 
                                            ___________   __________ 
 EQUITY AND LIABILITIES 
 Equity attributable to equity holders 
  of the parent 
 Share capital                                    1,543        1,242 
 Other reserves                                  11,612       12,297 
 Retained earnings                             (25,831)        3,444 
                                            ___________   __________ 
                                               (12,676)       16,983 
 Minority interest                                 (31)          252 
                                            ___________   __________ 
 Total equity                                  (12,707)       17,235 
                                            ___________   __________ 
 
 Non-current liabilities 
 Long term borrowings                            14,633       14,260 
 Deferred tax                                        70            - 
                                            ___________   __________ 
 Total non-current liabilities                   14,703       14,260 
                                            ___________   __________ 
 Current liabilities 
 Trade and other payables                         7,422        6,798 
 Current portion of long term borrowings          5,015        2,799 
 Current tax payable                                  -       - 
                                            ___________   __________ 
 Total current liabilities                       12,437        9,597 
                                            ___________   __________ 
 Total liabilities                               27,140       23,857 
                                            ___________   __________ 
 Total equity and liabilities                    14,433       41,092 
                                            ___________   __________ 
 
 

UNAUDITED CONSOLIDATED INCOME STATEMENT

FOR THE PERIOD ENDED 30 SEPTEMBER 2010

 
                                      Unaudited 
                                   Period ended    Year ended 
                                   30 September      31 March 
                                           2010          2009 
                                        GBP'000       GBP'000 
 Continuing operations 
 
 Revenue                                 19,741        14,694 
 Cost of Sales                         (12,829)       (8,394) 
                                    ___________   ___________ 
 Gross profit                             6,912         6,300 
 
 Administrative expenses 
  -recurring                           (10,379)       (6,660) 
 Impairment of goodwill                (13,706)      (16,000) 
 Impairment of investments                    -       (3,260) 
 Impairment of Intangible 
  assets                                (2,842)             - 
 Impairment of receivables                (505)       (7,458) 
                                 --------------  ------------ 
 Total administrative 
  expenses                             (27,432)      (33,378) 
                                    ___________    __________ 
 Operating loss                        (20,520)      (27,078) 
 
 Finance costs                          (2,370)       (1,508) 
 Share of associates 
  and joint ventures operating             (54)            28 
  profit                            ___________    __________ 
 Loss before taxation                  (22,944)      (28,558) 
 Tax credit/(expense)                      (96)           748 
                                    ___________     _________ 
 Loss for the period 
  from continuing operations           (23,040)      (27,810) 
 Loss for the period 
  from discontinued operations          (6,413)          (90) 
                                     __________   ___________ 
 Loss for the period                   (29,453)      (27,900) 
                                      =========    ========== 
 Attributable to:- 
   Equity holders of the 
    parent                             (29,360)      (27,853) 
   Minority interest                       (93)          (47) 
                                     __________     _________ 
                                       (29,453)      (27,900) 
                                      =========      ======== 
 (Loss)/earnings per 
  share (pence) 
   From continuing operations 
   Basic                                (155.7)       (226.7) 
   Diluted                              (155.7)       (226.7) 
 
 From continuing and 
  discontinuing operations 
   Basic                                (199.2)       (227.4) 
   Diluted                              (199.2)       (227.4) 
 

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 SEPTEMBER 2010

 
                                    Unaudited 
                                 Period ended   Year ended 
                                 30 September     31 March 
                                         2010         2009 
                                      GBP'000      GBP'000 
 
 (Loss) for the period 
  from continuing operations         (23,040)     (27,810) 
 
 Net exchange differences 
  on translating foreign 
  operations                          (1,699)        5,764 
 
 Profit/(loss) for the 
  period from discontinued 
  operations                              158         (90) 
 
 Loss recognised on disposal 
  of discontinued operations          (6,571)            - 
                                   __________   __________ 
 
 Total comprehensive 
  income/(expenses) for 
  the period                         (31,152)     (22,136) 
                                   __________   __________ 
 
 Total comprehensive 
  income / (expenses) 
  attributable to:- 
 
   Equity holders of the 
    parent                           (31,059)     (22,089) 
   Minority interest                     (93)         (47) 
                                   __________   __________ 
                                     (31,152)     (22,136) 
                                   __________   __________ 
 
 
 

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 SEPTEMBER 2010

 
                                                              Foreign 
                     Share      Share     Share   Retained   Currency      Share    Minority 
                   capital    premium   options   earnings    Reserve   Warrants   Interests      Total 
                   GBP'000    GBP'000   GBP'000    GBP'000    GBP'000    GBP'000     GBP'000    GBP'000 
 
 At 1 April 
  2009               1,242        155        85      3,444     10,586      1,471         252     17,235 
                 ---------  ---------  --------  ---------  ---------  ---------  ----------  --------- 
 
 Comprehensive 
 income 
 Loss for the 
  period                 -          -         -   (29,360)          -          -        (93)   (29,453) 
 Other 
 comprehensive 
 income 
 Unrealised 
  exchange 
  movement               -          -         -          -    (1,699)          -           -    (1,699) 
                 ---------  ---------  --------  ---------  ---------  ---------  ----------  --------- 
 Total 
  comprehensive 
  income                 -          -         -   (29,360)    (1,699)          -        (93)   (31,152) 
 
 Issue of 
  shares               301      1,099         -          -          -          -           -      1,400 
 Cancellation 
  of options             -          -      (85)         85          -          -           -          - 
 On disposal                                                                           (190)      (190) 
                 ---------  ---------  --------  ---------  ---------  ---------  ----------  --------- 
 Movement in 
  period               301      1,099      (85)   (29,275)    (1,699)          -       (283)   (29,942) 
                 ---------  ---------  --------  ---------  ---------  ---------  ----------  --------- 
 
 At 30 
  September 
  2010               1,543      1,254         -   (25,831)      8,887      1,471        (31)     12,707 
                 =========  =========  ========  =========  =========  =========  ==========  ========= 
 
 For the year 
 ended 31 March 
 2009 
 At 1 April 
  2008              12,170     21,107        58      (855)      4,822      1,471          32     38,805 
                 ---------  ---------  --------  ---------  ---------  ---------  ----------  --------- 
 
 Comprehensive 
 income 
 Loss for the 
  year                   -          -         -   (27,853)          -          -        (47)   (27,900) 
 Other 
 comprehensive 
 income 
 Unrealised 
  exchange 
  movement               -          -         -          -      5,764          -           -      5,764 
                 ---------  ---------  --------  ---------  ---------  ---------  ----------  --------- 
 Total 
  comprehensive 
  income                 -          -         -   (27,853)      5,764          -        (47)   (22,136) 
 
 Issue of 
  shares               248         24         -          -          -          -           -        272 
 Issue of 
  Options                -          -        27          -          -          -           -         27 
 Reduction of 
  Share 
  capital         (11,176)          -         -     11,176          -          -           -          - 
 Cancellation 
  of share 
  premium                -   (20,976)         -     20,976          -          -           -          - 
 On acquisition          -          -         -          -          -          -         267        267 
 
 Movement in 
  year            (10,928)   (20,952)        27      4,299      5,764          -         220   (21,570) 
                 ---------  ---------  --------  ---------  ---------  ---------  ----------  --------- 
 
 At 31 March 
  2009               1,242        155        85      3,444     10,586      1,471         252     17,235 
                 =========  =========  ========  =========  =========  =========  ==========  ========= 
 
 

UNAUDITED CONSOLIDATED CASH FLOW STATEMENT

FOR THE PERIOD ENDED 30 SEPTEMBER 2010

 
                                                  Unaudited 
                                               Period ended    Year ended 
                                               30 September      31 March 
                                                       2010          2009 
                                                    GBP'000       GBP'000 
 
 Cash flows from operating activities 
 Cash generated from continuing operations          (2,717)           348 
 Interest received                                       15           121 
 Interest paid                                      (1,278)       (1,442) 
 Tax received                                             1             9 
                                                 __________    __________ 
 Net cash flow from continuing operating 
  activities                                        (3,979)         (964) 
                                                 __________    __________ 
 
 Cash flows from investing activities 
  (continuing operations) 
 Acquisition of subsidiaries (net 
  of cash acquired)                                       -       (1,112) 
 Increase in investments                               (51)           (6) 
 Proceeds from sale of property, 
  plant and equipment                                     -             - 
 Proceeds from sale of available 
  for sale financial assets                              50             - 
 Purchase of property, plant and 
  equipment                                           (176)         (293) 
 Purchase of intangible assets                         (44)          (81) 
 
                                                 __________    __________ 
 Net cash flow from investing activities              (221)       (1,492) 
                                                 __________    __________ 
 
 Cash flows from financing activities 
  (continuing operations) 
 (Repayment of)/proceeds from new 
  loans                                               2,451         (712) 
 Proceeds from issue of equity instruments            1,504           272 
 Payments in respect of hire purchase                  (87)          (54) 
 Costs in issuing equity instruments                  (104)             - 
                                                 __________    __________ 
 Net cash flow from financing activities              3,764         (494) 
                                                 __________    __________ 
 
 Net cash flow from discontinued                         19             3 
  operations                                     __________    __________ 
 
 Net (decrease) in cash and cash 
  equivalents                                         (417)       (2,947) 
 Cash and cash equivalents at beginning 
  of the period                                       1,095         4,042 
                                                 __________    __________ 
 Cash and cash equivalents at end 
  of the period                                         678         1,095 
                                                 __________    __________ 
 
 

The financial information in this preliminary announcement is not audited and does not constitute statutory accounts within the meaning of s434 of the Companies Act 2006 (as amended). Group financial statements for 2010 will be delivered to the Registrar of Companies in due course. The Board of Directors approved this financial information on 17 December 2010. Statutory accounts for the year ended 31 March 2009, which were prepared in accordance with the International Accounting Standards and International Financial Reporting Standards (collectively IFRS) and International Financial Reporting Interpretation Committee (IFRIC) interpretations adopted by the EU, have been filed with the Registrar of Companies. The auditors' report on those accounts was unqualified and did not contain a statement made under s498 (2) or (3) of the Companies Act 2006.

ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

These consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), including the following new or amended standards which have been adopted for the first time. This adoption has not had a significant impact on the financial statements.

 
            --   IFRS 8 Operating segments 
            --   IAS 1 (Revised) Presentation of financial statements 
            --   IAS 1 and IAS 32 (Amendment) Presentation of Financial 
                  statements and Financial instruments 
            --   IAS 27 Consolidated and separate financial statements 
            --   IFRS 7 Financial instruments : Disclosure 
            --   IAS 39 Financial instruments : Recognition and measurement 
            --   IFRS 3 Business combinations 
 

IFRS issued but not yet applied

The following standards and interpretations were issued and available for early application but have not yet been applied by the group in these financial statements. The group intends to apply these standards and interpretations when they become effective:

 
            --   IAS 32 Financial instruments: Presentation 
            --   IFRS 9 Financial instruments: Recognition and measurement 
            --   IAS 24: Related party disclosures 
            --   FRC: UK Corporate Governance Code 
 

It is not expected that adoption of these standards or interpretations will have a material impact on the financial statements.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET SHOWING THE EFFECT OF THE SCHEME OF ARRANGEMENT ON THE BALANCE SHEET AS IF IT HAD TAKEN EFFECT ON 30 SEPTEMBER 2010

 
                                                   Unaudited     Unaudited 
                                                   Pro forma        Actual 
                                                        2010          2010 
                                                     GBP'000       GBP'000 
 Assets 
 Non-current assets 
 Property, plant and equipment                           497           497 
 Goodwill                                              5,985         5,985 
 Other intangible assets                                 541           541 
 Available for sale financial assets                       -             - 
 Investments accounted for using 
  the equity method                                       17            17 
                                                  __________   ___________ 
                                                       7,040         7,040 
                                                  __________   ___________ 
 
 Current assets 
 Inventories                                           3,077         3,077 
 Trade and other receivables                           3,638         3,638 
 Cash and cash equivalents                             1,678           678 
                                                  __________   ___________ 
                                                       8,393         7,393 
                                                  __________   ___________ 
 
                                                  __________   ___________ 
 Total assets                                         15,433        14,433 
                                                  __________   ___________ 
 EQUITY AND LIABILITIES 
 Equity attributable to equity holders 
  of the parent 
 Share capital                                         3,979         1,543 
 Other reserves                                       23,062        11,612 
 Retained earnings                                  (24,522)      (25,831) 
                                                  __________   ___________ 
                                                       2,519      (12,676) 
 Minority interest                                      (31)          (31) 
                                                  __________   ___________ 
 Total equity                                          2,488      (12,707) 
                                                  __________   ___________ 
 
 Non-current liabilities 
 Long term borrowings                                  7,292        14,633 
 Deferred tax                                             70            70 
                                                  __________   ___________ 
 Total non-current liabilities                         7,362        14,703 
                                                  __________   ___________ 
 Current liabilities 
 Trade and other payables                              5,573         7,422 
 Current portion of long term borrowings                  10         5,015 
 Current tax payable                                       -             - 
                                                  __________   ___________ 
 Total current liabilities                             5,583        12,437 
                                                  __________   ___________ 
 Total liabilities                                    12,945        27,140 
                                                  __________   ___________ 
 Total equity and liabilities                         15,433        14,433 
                                           -----------------  ------------ 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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