TIDMTMW
RNS Number : 7065K
Timeweave plc
24 August 2012
Timeweave Plc
August 24(rd) 2012
Timeweave Plc
("Timeweave" or the "Company")
Interim Results for the six months ended June 30(th) 2012
Timeweave Plc is the holding company of a group which
principally comprises a 50% holding in Amalgamated Racing Limited
("AMRAC"), a shareholding in DCD Media Plc ("DCD Media") and the
wholly owned sports corporate risk business, SportingWins (together
the "Group"). The Group is supported by a strong balance sheet.
AMRAC is an equally owned joint venture company between
Racecourse Media Services Limited (which is owned by a number of
the UK's foremost horseracing racecourses and Racecourse
Investments Limited) and Timeweave. AMRAC holds exclusive licences
with 34 racecourses to broadcast pictures, audio and data from
these racecourses to licensed betting offices in the United Kingdom
and Republic of Ireland on its dedicated television channel,
TurfTV.
DCD Media Plc is an AIM-listed independent TV production, rights
and distribution group.
SportingWins is the market leader in covering corporate risk
based on sports events.
Highlights for first six months ended June 30(th) 2012
-- Stable trading and financial performance.
-- Operating profit from continuing operations before tax of GBP4.17m (H1 2011: GBP4.12m).
-- Profit after tax of GBP3.23m (H1 2011: GBP2.86m).
-- Revenue increased to GBP14.35m (H1 2011: GBP14.27m).
-- On February 8(th) 2012, Timeweave announced the acquisition
of GBP3.07m of Convertible Loan Notes in DCD Media. Total
consideration for the acquired debt, which was satisfied in cash
from the Company's existing cash reserves, was GBP2.1m.
-- On April 12(th) 2012, Timeweave converted GBP595,750 in
principal of its Convertible Loan Notes into 59,575,000 ordinary
shares of 1p each in the share capital of DCD Media Plc ("DCD Media
Ordinary Shares" and together the "Conversion"). Following the
Conversion, Timeweave owned 59,575,000 Ordinary Shares representing
29.99% of DCD Media's issued share capital.
-- On the July 24(th) 2012, DCD Media shareholders held a
general meeting at which they approved the conversion of the
remaining convertible debt held by Timeweave without the
requirement for a mandatory offer to shareholders for their
residual shareholding (this having also been approved by the Panel
on Takeovers and Mergers in advance). Following this meeting, (on
August 2(nd) 2012) Timeweave converted further debt to equity
resulting in a shareholding of 185,570,350 DCD Media Ordinary
Shares or 49.9% of DCD Media's issued share capital with an option
to exercise warrants to a total shareholding of 55.19%. This
accounts for all of the GBP3.07m of Convertible Loan Notes in DCD
Media acquired.
-- Given Timeweave's current active focus on generating
long-term shareholder growth, the Board has elected to continue to
retain capital for investment within the existing portfolio and
through further acquisitions. The Company will therefore not pay an
interim dividend.
The Board of Directors commented: "We are pleased to report that
AMRAC continues to trade well and in line with our
expectations.
"In February, Timeweave acquiredGBP3.07m of Convertible Loan
Notes in DCD Media, the AIM-listed independent TV production,
rights and distribution group at a discount and has since completed
the conversion of that debt to equity.
"The Board believes this shareholding provides the platform for
Timeweave to assist development of the DCD Media Plc business, with
a strategy to increase long term value on the investment.
"The Board remains focused on delivering a strategy to maximise
investment returns and is actively looking at further investment,
both in DCD Media and in the broader leisure sector. It is the
Timeweave Board's intention to utilise the balance sheet to deliver
a more diversified range of growth opportunities for shareholders
and where opportunities exist, invest in the future growth
potential within AMRAC."
- Ends -
For further information, please contact:
David Craven , Timeweave CEO 07713 069651
Andrew Pinder, Investec 0207 597 5970
TIMEWEAVE PLC
DIRECTORS' STATEMENT
FOR THE SIX MONTHS ENDED 30(th) JUNE 2012
Background to Timeweave Plc
Timeweave Plc ("Timeweave" or "the Company") is the holding
company of a group which principally comprises a 50% holding in
Amalgamated Racing Limited ("AMRAC"), a shareholding in DCD Media
Plc ("DCD Media") and the wholly owned sports corporate risk
business SportingWins (together the "Group"). The Group is
supported by a strong balance sheet.
AMRAC is an equally owned joint venture company between
Racecourse Media Services Limited (which is owned by a number of
the UK's foremost horseracing racecourses and Racecourse
Investments Limited) and Timeweave. AMRAC holds exclusive licences
with 34 racecourses to broadcast pictures, audio and data from
these courses to licensed betting offices in the United Kingdom and
Republic of Ireland on its dedicated television channel,
TurfTV.
DCD Media Plc is an AIM-listed independent TV production, rights
and distribution group.
SportingWins is the market leader in covering corporate risk
based on sports events.
Introduction and trading update
The first six months ended June 30(th) 2012 delivered a stable
trading performance, consistent with the like for like trading
performance for the first six months to June 30(th) 2011.
The Group's interest in its joint venture AMRAC is
proportionately consolidated in accordance with IAS31 'Interest in
Joint Ventures' such that 50% of AMRAC's revenues, costs and
balance sheet headings are included within the Group's consolidated
financial information.
The Group's interest in DCD Media Plc comprises ordinary shares
and Convertible Loan Notes. The element relating to shares is held
in investments under the equity method of accounting, while the
outstanding Convertible Loan Notes are included in current assets
as they are repayable within 12 months.
Income statement
Revenue for the six months ended June 30(th) 2012 was GBP14.35m
(H1 2011: GBP14.27m) which produced an operating profit of GBP4.17m
(H1 2011: GBP4.12m). Profit from continuing operations before tax
was GBP4.3million (H1 2011: GBP3.85m) and profit from continuing
operations after tax was GBP3.23m (H1 2011:GBP2.86m).
Earnings per share from operations (basic and diluted) were 1.4p
(H1 2011: 1.3p).
Statement of Financial Position and Cashflows
At June 30(th) 2012, Timeweave had total cash and cash
equivalent balances of GBP26.84m, excluding GBP6.71m representing
Timeweave's share of AMRAC's cash and cash equivalents (H1 2011:
GBP25.6m excluding GBP2.9m being its share of AMRAC's cash and cash
equivalents).
Acquisition of Convertible Loan Notes in DCD Media Plc
On February 8(th) 2012, the Company announced the acquisition of
GBP3.07m of Convertible Loan Notes in DCD Media . Total
consideration for the acquired debt, which was satisfied in cash
from the Company's existing cash reserves, was GBP2.1m.
The Company, on April 12(th) 2012, converted GBP595,750 in
principal of its Convertible Loan Notes into 59,575,000 ordinary
shares of 1p each in the share capital of DCD Media Plc ("DCD Media
Ordinary Shares") (together the "Conversion"). Following the
Conversion, Timeweave owned 59,575,000 DCD Media Ordinary Shares
representing 29.99% of DCD Media's issued share capital.
On July 24(th) 2012, the DCD Media shareholders held a general
meeting at which they approved the conversion of the remaining
convertible debt held by Timeweave without the requirement for a
mandatory offer to shareholders for their residual shareholding
(this having also been approved by the Panel on Takeovers and
Mergers in advance). Following this meeting, (on August 2(nd) 2012)
Timeweave converted further debt to equity resulting in a
shareholding of 185,570,350 DCD Media Ordinary Shares or 49.9% of
DCD Media's issued share capital with an option to exercise
warrants to a total shareholding of 55.19%. This accounts for all
of the GBP3.07m of Convertible Loan Notes in DCD Media Plc acquired
by Timeweave.
The Board of Timeweave intends to support the development of the
DCD Media business and to invest in developing the group.
Trading Update on SportingWins
Since acquisition, SportingWins has covered risks in connection
with a number of professional sports.
The number of transactions related to Euro 2012 was fewer than
the Board expected, reflecting a lower level of client activity
than at previous international football tournaments. While the
business remains profitable, the disappointing return during Euro
2012 reinforces the need to diversify SportingWins further from a
reliance on major football tournaments.
Matchbet Litigation and Escrow Agreement
On May 31(st) 2010, the disposal of Alphameric Solutions Limited
("ASL") to Orbis Holdings Limited ("Orbis"), a subsidiary of the
NDS Group Limited, was completed for a gross consideration of
GBP15.48m. An indemnity was provided by Timeweave to Orbis and ASL
in respect of a prior dispute with Matchbet Limited. The liability
for Timeweave is limited to a maximum amount equal to the
consideration received for the disposal of ASL.
As previously reported, Matchbet issued proceedings against
Openbet Retail Limited (formerly ASL) relating to a software
development agreement signed by the parties in 2006 and Openbet
Retail Limited has made a claim under the indemnity in the sale
agreement. Timeweave has conduct of the proceedings under the terms
of the sale agreement.
Timeweave continues to defend the claim brought by Matchbet
Limited robustly and the Board remains confident of its
position.
Of the consideration for ASL, GBP2m was placed in an escrow
account to be utilised against eligible warranty claims made by the
acquirer under the sale agreement arising within 18 months from May
31(st) 2010. Under the terms of the sale agreement, GBP2m was
returned in full to Timeweave in January 2012.
Dividend
The Board is actively engaged in the assessment of strategic
investments to enhance its existing portfolio in an effort to
generate sustainable long-term shareholder growth.
Consequently, the Board has elected to continue to retain
capital for investment within the existing portfolio and through
further acquisitions. The Company will therefore not pay an interim
dividend.
Outlook and Strategy
AMRAC continues to trade well and in line with our expectations,
although there are a number of well-publicised challenges facing
the industry.
Our balance sheet remains strong and it is the Board's intention
to utilise this to deliver a more diversified range of growth
opportunities for shareholders and where opportunities exist,
invest in the future growth potential within AMRAC and also DCD
Media Plc. The Board is focused on delivering a strategy to
maximise investment returns and is actively looking to develop the
business.
The Board of Directors
August 23(rd) 2012
Forward Looking Statements
This document includes forward looking statements concerning
both the Group and AMRAC. Whilst these forward looking statements
are made in good faith they are based upon the information
available as at the date of this document and upon current
expectations, projections and assumptions about future events.
These forward looking statements are subject to risks,
uncertainties and assumptions about the Group and AMRAC and should
be treated with the appropriate degree of caution.
TIMEWEAVE PLC
Condensed consolidated income statement
For the six months ended June 30(th)
2012
Unaudited Unaudited Audited
Six months Six months Year ended
ended ended December
June June 30(th) 31(st)
30(th)
2012 2011 2011
Note GBP'000 GBP'000 GBP'000
Revenue 14,349 14,271 28,218
----------------------------------------- ----- -------------- ---------------- ----------
Operating profit 4,168 4,118 7,807
Exceptional items 3 - (392) (874)
Finance income 128 122 219
----------------------------------------- ----- -------------- ---------------- ----------
Profit on ordinary activities from
continuing operations before taxation 4,296 3,848 7,152
Tax charge on profit on ordinary
activities 4 (1,061) (984) (35)
----------------------------------------- ----- -------------- ---------------- ----------
Profit for the period attributable
to equity holders of the parent 3,235 2,864 5,217
----------------------------------------- ----- -------------- ---------------- ----------
Earnings per share
Total basic and diluted earnings
per share 5 1.4 1.3 2.3
----------------------------------------- ----- -------------- ---------------- ----------
The Group has no recognised income or expenses other than the
income and expenses above and therefore no separate statement of
recognised income and expense has been presented.
TIMEWEAVE PLC
Condensed consolidated statement of
financial position
As at June 30(th) 2012
Unaudited Unaudited Audited
December
31(st)
June 30(th) June 30(th)
2012 2011 2011
GBP'000 GBP'000 GBP'000
Non current assets
Investments 407 - -
Intangible assets 93 54 110
Property, plant and equipment 1,547 2,114 1,584
Trade and other receivables 3,535 4,785 3,778
Deferred tax asset 18 4 18
------------ ------------ ---------
5,600 6,957 5,490
------------ ------------ ---------
Current assets
Current asset investments 1,692 - -
Trade and other receivables 5,946 4,501 8,058
Cash and cash equivalents 33,552 28,493 33,429
Assets included in disposal group classified
as held for sale 126 19 60
------------ ------------ ---------
41,316 33,013 41,547
------------ ------------ ---------
Total assets 46,916 39,970 47,037
------------ ------------ ---------
Current liabilities
Trade and other payables (13,424) (10,330) (16,463)
Current income tax liability (969) (238) (1,262)
Liabilities included in disposal group
classified as held for sale (345) (333) (329)
------------ ------------ ---------
(14,738) (10,901) (18,054)
Net current assets 24,886 22,112 23,493
Non current liabilities
Provisions for liabilities (105) (331) (145)
------------ ------------ ---------
Total liabilities (14,843) (11,232) (18,199)
Net assets 32,073 28,738 28,838
============ ============ =========
Equity attributable to equity holders
of the parent
Called up share capital 5,635 5,635 5,635
Special reserve 8,822 8,822 8,822
Retained earnings 17,616 14,281 14,381
------------ ------------ ---------
Total equity 32,073 28,738 28,838
============ ============ =========
TIMEWEAVE PLC
Condensed consolidated cash flow statement
For the six months ended June 30(th)
2012
Unaudited Unaudited Audited
Six months Six months Year ended
December
ended ended 31(st)
June 30(th) June 30(th)
2012 2011 2011
GBP'
GBP' 000 000 GBP' 000
Net cash inflow from
operating
activities
Cash generated from operations
before exceptional administrative
expenses 3,521 1,414 7,873
Exceptional administrative
expenses - (392) (874)
------------------------- ----------------------- ------------------------
Cash generated from operating
activities 3,521 1,022 6,999
Taxation paid (1,354) (900) (1,684)
------------------------- ----------------------- ------------------------
Net cash generated from operating
activities 2,162 122 5,315
------------------------- ----------------------- ------------------------
Cash flows from investing
activities
Interest received 128 122 219
Purchase of property, plant and
equipment (95) (31) (126)
Loan repaid by joint venture - - 2,000
Purchase of intangible assets - - (9)
Investments made (2,099) - -
------------------------- ----------------------- ------------------------
Net cash (used in)/generated from
investing activities (2,066) 91 2,084
------------------------- ----------------------- ------------------------
Cash flows from financing
activities
Dividends paid to the Company's
shareholders - (3,607) (5,860)
Net cash used in financing
activities - (3,607) (5,860)
------------------------- ----------------------- ------------------------
Increase/(Decrease) in cash and
cash equivalents in the period 101 (3,394) 1,539
Cash and cash equivalents at
beginning
of period 33,112 31,573 31,573
------------------------- ----------------------- ------------------------
Cash and cash equivalents at end
of period 33,213 28,179 33,112
------------------------- ----------------------- ------------------------
Comprising:
Bank overdraft included within
liabilities (339) (314) (317)
Cash and cash equivalents 33,552 28,493 33,429
------------------------- ----------------------- ------------------------
33,213 28,179 33,112
------------------------- ----------------------- ------------------------
TIMEWEAVE PLC
Condensed consolidated statement of changes in equity
For the six months ended June 30(th) 2012
Merger
Share relief Special Retained
capital reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ------- ---------------------------- -------- -------- ---------- ----------- ----------
At 31 December 2010 5,635 - 8,822 15,024 29,481
Profit and total recognised income and expense for
the period - - - 2,864 2,864
Dividends paid - - - (3,607) (3,607)
As at June 30(th) 2011 5,635 - 8,822 14,281 28,738
------------------------------------------------------ -------- -------- ---------- ----------- ----------
Profit and total recognised income and expense for
the period - - - 2,353 2,353
Dividends paid - - - (2,253) (2,253)
As at December 31(st) 2011 5,635 - 8,822 14,381 28,838
------------------------------------------------------ -------- -------- ---------- ----------- ----------
Profit and total recognised income and expense for
the period - - - 3,235 3,235
Dividends paid - - - - -
As at June 30(th) 2012 5,635 - 8,822 17,616 32,073
------------------------------------------------------ -------- -------- ---------- ----------- ----------
Notes to the interim financial information
For the six months ended June 30(th) 2012
1. BASIS OF REPORTING
The interim financial information, does not constitute statutory
accounts within the meaning of section 434 of the Companies Act
2006.
The interim financial information for the period ended June
30(th) 2012 has been prepared in accordance with International
Financial Reporting Standards (IFRS) as described in the accounting
policies set out in the financial statements for the year ended
December 31(st)
2011 and AiM rules. The interim financial information was
approved by a duly appointed and authorised Committee of the Board
of Directors on 23rd August 2012.
The interim financial information for the period ended June
30(th) 2012 has not been audited or reviewed in accordance with
International Standard on Review Engagement 2410 issued by the
Auditing Practices Board.
The statutory accounts for the year ended December 31(st) 2011
were prepared under International Financial Reporting Standards and
have been delivered to the Registrar of Companies. The auditor's
report on those accounts was not qualified and did not contain
statements under section 498(2) or (3) of the Companies Act
2006.
2. SEGMENTAL REPORTING
The Board considers there to be only one operating segment,
being the joint venture company, Amalgamated Racing Limited. All
Plc costs have been included within that segment.
3. EXCEPTIONAL ADMINISTRATIVE EXPENSES
There were no exceptional administration expenses in the period.
In the prior period the exceptional administrative expenses of
GBP392,000 relate principally to the early termination of the
Company's former Group Finance Director's employment contract.
4. INCOME TAX EXPENSE
Tax has been charged at 24.7% (2011: 27%), being the expected
tax rate for the results for the full year.
Notes to the interim financial information
For the six months ended June 30(th) 2012
5. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit
attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during the period.
Profit Weighted average number of shares Per share
GBP'000 'm p
Total basic and diluted earnings per share
Six months ended June 30(th) 2012 3,235 225.4 1.4
------------------------------------------- ------- --------------------------------- ---------
Six months ended June 30(th) 2011 2,864 225.4 1.3
------------------------------------------- ------- --------------------------------- ---------
Year ended December 31(st) 2011 5,217 225.4 2.3
-------------------------------- ----- ----- ---
6. RELATED PARTIES
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note. There have been no other related party
transactions in the period.
7. CIRCULATION TO SHAREHOLDERS
A copy of the interim financial information will be posted to
all shareholders of the Company and further copies will be
available from the Company's Registered Office at Lacon House, 84
Theobald's Road, London, WC1X 8RW.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR PGUPPRUPPGMW
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