TIDMWAS1
RNS Number : 1253A
Wasps Finance PLC
21 December 2017
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014.
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERM IS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 AS AMED) OR IN
OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THE CONSENT SOLICITATION MEMORANDUM (AS DEFINED
BELOW).
WASPS FINANCE PLC
LAUNCHES CONSENT SOLICITATION IN RESPECT OF ITS
GBP35,000,000 6.50 PER CENT. SECURED BONDS DUE 13 MAY 2022
(ISIN: XS1221940510, COMMON CODE: 122194051)
21 December 2017
Wasps Finance plc (the "Issuer") today announces that it,
together with Wasps Holdings Limited and Arena Coventry Limited
(together, the "Guarantors"), is inviting holders ("Bondholders")
of its outstanding GBP35,000,000 6.50 per cent. Secured Bonds due
13 May 2022 (the "Bonds") (ISIN: XS1221940510, Common Code:
122194051), unconditionally and irrevocably guaranteed by the
Guarantors, to authorise certain waivers in respect of the terms
and conditions of the Bonds (the "Conditions") and provisions of
the trust deed dated 13 May 2015 (the "Trust Deed") between the
Issuer, the Guarantors, Arena Coventry (2006) Limited ("ACL2006")
and U.S. Bank Trustees Limited (the "Trustee") constituting the
Bonds and consent to certain modifications to the Conditions (such
invitation, the "Consent Solicitation"), as summarised below and in
more detail in a consent solicitation memorandum (the "Consent
Solicitation Memorandum") to be made available to Bondholders
shortly after the date hereof.
The Issuer and the Guarantors are inviting Bondholders to
approve certain waivers in respect of, and certain modifications
to, the Conditions and the Trust Deed.
The Issuer and the Guarantors are making this Consent
Solicitation as a result of a reduction in Consolidated EBITDA for
the financial year ended 30 June 2017 from GBP3.5 million to GBP2.4
million, which has been identified by the statutory audit of the
Group by Wasps Holdings' auditors, PricewaterhouseCoopers LLP
("PwC"). The over-statement of Consolidated EBITDA was attributable
to the improper accounting as income under IFRS of and certain
accounting irregularities relating to a GBP1.1 million cash
contribution (the "cash contribution") received by Wasps Holdings
from its ultimate shareholder. As a result of findings made by PwC
during the course of its audit, the board of directors of Wasps
Holdings, together with its auditors, have concluded that the cash
contribution was incorrectly accounted for as income under IFRS in
respect of the financial year ended 30 June 2017. Due to the timing
of receipt of the cash contribution, the board of directors of
Wasps Holdings and its auditors have also concluded that the cash
contribution should be accounted for as a capital contribution made
in the financial year ending 30 June 2018. Consequently, the
Guarantors have failed to maintain a ratio of Consolidated EBITDA
to Consolidated Finance Costs of at least 1.5:1.0 as at and for the
twelve month period ended on the Reporting Date of 30 June
2017.
The Issuer and the Guarantors are also seeking to make certain
modifications to the Conditions as a result of inconsistencies in
certain definitions used in the financial covenants with the
Group's operational and cash flow model on which the financial
covenants were originally modelled and in use since the issue of
the Bonds.
The Proposals, as defined and further detailed below and in the
Consent Solicitation Memorandum, seek:
(a) to waive certain breaches of the Conditions and the Trust
Deed arising from the exclusion under IFRS of the cash contribution
from the income of the Group for the financial year ended 30 June
2017;
(b) to restore the Required Account Balance required to be
maintained in the Interest Service Reserve Account to an amount
equal to 3.25 per cent. of the total nominal amount of the Bonds
originally issued, such amount to be maintained in the Interest
Service Reserve Account until the Guarantors and ACL2006 have
complied with, amongst other things, each of the covenants
contained in Condition 4 for a period of not less than three
consecutive financial years (previously two). The Required Account
Balance will be funded by an increase in the Shareholder Loan. The
Proposals further seek to amend the Conditions such that it will be
an Event of Default if the Issuer breaches its obligation to
maintain the Required Account Balance and fails to remedy such
breach within 10 days after notice of such default has been given
to the Issuer, either Guarantor or ACL2006 by the Trustee (thereby
reducing the cure period for such breach from 30 days as currently
provided in the Conditions);
(c) to ensure that the Asset Cover Ratio as specified in the
Conditions is consistent with the Group's operational and cash flow
model on which the financial covenants were originally modelled and
in use since the issue of the Bonds, which expressly excludes
Subordinated Debt from such calculation as it is junior to and
repayable after the Bonds;
(d) to ensure that when determining Consolidated EBITDA (i) any
future new shareholder contributions received by the Group not
otherwise accounted for in the Group's profit before income tax can
be included; and (ii) the amount of the distribution made by IEC
Experience Limited ("IEC") to Compass Contract Services (UK)
Limited ("Compass") is added back to profit before income tax, as
per the Group's operational and cash flow model on which the
financial covenants were originally modelled and in use since the
issue of the Bonds. The Proposal will specifically require the
increase in the Shareholder Loan to restore the Required Account
Balance to be maintained in the Interest Service Reserve Account
(as described in paragraph (b) above) to be excluded from the
calculation of Consolidated EBITDA; and
(e) to correct an error in the form of Compliance Certificate in the Trust Deed.
The Consent Solicitation is made on the terms and subject to the
conditions contained in the Consent Solicitation Memorandum and
should be read in conjunction with such Consent Solicitation
Memorandum. Capitalised terms used but not otherwise defined in
this announcement shall have the meaning given to them in the
Consent Solicitation Memorandum.
An indicative timetable for the Consent Solicitation is set out
below and in the Consent Solicitation Memorandum.
Nick Eastwood, Chief Executive Officer of Wasps Holdings
Limited, commented:
"We take the events and circumstances surrounding the accounting
of the cash contribution extremely seriously and have implemented
various steps to strengthen the robustness of the Group's reporting
and accounting procedures. The business has evolved significantly
since we moved to the Ricoh Arena in 2015. We have continued to
grow the business, reported record revenues and reduced operating
losses as part of our strategy to build a stable foundation for our
long-term future. We welcome the continued support from our
Bondholders throughout this time. We believe the proposals
announced today represent important amendments that are in their
interest as part of the Group's ongoing development and commercial
success."
CONSENT FEE
Bondholders who vote in favour of the Extraordinary Resolution
by delivering or procuring the delivery of a Consent Instruction
(which is not validly revoked) will, subject as specified in the
paragraph below, be eligible to receive a Consent Fee of 0.20 per
cent. of the aggregate principal amount of Bonds which are the
subject of such Consent Instruction (the "Consent Fee"). In order
to be eligible to receive such Consent Fee, Lucid Issuer Services
Limited (the "Tabulation Agent") must have received such Consent
Instruction by the Voting Deadline.
Only Direct Participants may validly deliver Consent
Instructions. Bondholders who are not Direct Participants
(including investors who hold interests in the Bonds through CDIs
in CREST) should arrange for the Direct Participant through which
they hold their Bonds to deliver a Consent Instruction on their
behalf to the Tabulation Agent.
The Consent Fee will be payable in one instalment on the Consent
Fee Payment Date only if the Extraordinary Resolution in respect of
the Proposals has been approved and the Supplemental Trust Deed is
duly executed.
MEETING OF BONDHOLDERS
Notice (the "Notice") of a meeting (the "Meeting") of the
Bondholders to be held at the offices of Ashurst LLP at Broadwalk
House, 5 Appold Street, London EC2A 2HA, United Kingdom at 10:00
a.m. (London time) on 19 January 2018 will, shortly following
publication of this announcement, be published in accordance with
the Trust Deed.
At the Meeting, Bondholders will be asked to consider and, if
thought fit, pass an extraordinary resolution as set out in the
Notice (the "Extraordinary Resolution"), which will provide, among
other things, for the Trustee to be authorised and requested to
concur in and execute the Supplemental Trust Deed, which will
implement the Proposals and effect the modifications to the
Conditions and the waivers in respect of the Conditions and
provisions of the Trust Deed outlined in the Consent Solicitation
Memorandum.
If the Extraordinary Resolution is passed, the proposed
modifications to the Conditions and the waivers in respect of the
Conditions and provisions of the Trust Deed will be binding on all
Bondholders, including those Bondholders who do not vote in respect
of, or vote against, the Proposals.
THE PROPOSALS
The proposals that the Issuer and the Guarantors are inviting
Bondholders to approve are as follows (together, the
"Proposals"):
(a) to waive:
(i) a breach by each of the Guarantors and ACL2006 of the
requirement under Condition 4(e)(ii) to ensure that as at and for
the 12 month period ending 30 June 2017, the ratio of Consolidated
EBITDA to Consolidated Finance Costs is at least 1.5:1.0 and a
consequential breach of the requirement under Condition 4(d) to
ensure that the amount standing to the credit of the Interest
Service Reserve Account is at all times equal to or more than the
Required Account Balance and not reduce such amount to zero unless
and until the Release Conditions have been met, provided that a
sterling amount equal to 3.25 per cent. of the total nominal amount
of the Bonds originally issued is credited to the Interest Service
Reserve Account promptly following the execution of the
Supplemental Trust Deed, such amount to be funded by an increase in
the Shareholder Loan; and
(ii) a breach by Wasps Holdings of clause 7.4.1 of the Trust
Deed and Condition 4(f) of the requirement to deliver to the
Trustee its audited annual Consolidated Financial Statements,
together with the report thereon of its independent auditors,
within four months of its financial year-end date of 30 June 2017
and a breach by the Issuer of clause 7.4.1 of the Trust Deed of the
requirement to deliver to the Trustee its audited annual
unconsolidated financial statements within four months of the
Issuer's financial year-end date of 30 June 2017; and
(b) to amend:
(i) Condition 9 such that a new sub-paragraph (ii) is added to
Condition 9(b) so that it will be an Event of Default if the Issuer
breaches its obligation to maintain the Required Account Balance
and fails to remedy such breach within 10 days after notice of such
default has been given to the Issuer, either Guarantor or ACL2006
by the Trustee and such new sub-paragraph (ii) of Condition 9(b)
will not be subject to a material prejudice certification by the
Trustee for an Event of Default to occur;
(ii) Condition 19 such that, on and from the date on which the
Supplemental Trust Deed is duly executed:
(A) the definition of "Asset Cover Ratio" shall be the ratio of
the aggregate Value of the Relevant Assets (as shown by the
relevant Valuation) to Consolidated Senior Debt (not Consolidated
Financial Indebtedness); and
(B) the calculation of "Consolidated EBITDA" in respect of any
period shall (x) include the amount received by Wasps Holdings from
any shareholder contributions (in the form of subordinated debt,
subscription of shares, cash contribution or otherwise) made during
that period which is not otherwise accounted for in the profit
before income tax of the Group; and (y) add back the amount of any
distribution made by IEC to Compass during that period to profit
before income tax. The definition of Consolidated EBITDA will also
expressly exclude the increase of the Shareholder Loan to restore
the Required Account Balance in the Interest Service Reserve
Account (as described in paragraph (a)(i) above) from the
calculation of Consolidated EBITDA; and
(C) paragraphs (b)(i) and (b)(ii) of the definition of "Release
Conditions" such that the Guarantors and ACL2006 must have complied
with each of the covenants contained in Condition 4 for a period of
not less than three consecutive financial years of the Group
(rather than two), such period commencing and ending on a Reporting
Date, for that limb of the Release Conditions to have been met;
and
(i) the form of Compliance Certificate at schedule 4 to the
Trust Deed, which is to be sent pursuant to Clause 7.5.2 of the
Trust Deed, to refer, in paragraph 3 thereof, to the ratio of
Consolidated EBITDA (not Gross Profit) to Consolidated Finance
Costs in order to align it with the Conditions.
in each case, as further described in the section of this
Consent Solicitation Memorandum entitled "The Consent Solicitation
- Description of the Proposals".
The Proposals include all consequential amendments necessary to
implement the above modifications.
INDICATIVE TIMETABLE FOR THE CONSENT SOLICITATION
Event Date and Time
------------------------------------ ----------------------------
Announcement of the Consent 21 December 2017
Solicitation and the Proposals
Notice of Meeting delivered
to the Clearing Systems
for communication to Direct
Participants and published
via the Regulatory News
Service of the London Stock
Exchange.
CREST Voting Deadline (expected) 1:00 p.m. (London
It is expected that CREST time) on 16 January
will impose a deadline for 2018
receiving voting instructions
from its members of 1:00
p.m. (London time) on the
business day before the
Voting Deadline.
Voting Deadline 10:00 a.m. (London
Deadline for Bondholders time) on 17 January
to deliver or procure delivery 2018
on their behalf to the Tabulation
Agent of a Consent Instruction
in favour of the Extraordinary
Resolution. This will also
be the latest time for Bondholders
to deliver or procure delivery
on their behalf to the Tabulation
Agent of a valid instruction
revoking previously submitted
Consent Instructions.
Deadline for appointing 10:00 a.m. (London
a proxy in respect of the time) on 17 January
Bonds 2018
The latest time for appointing
a proxy (other than the
Tabulation Agent) to attend
and vote at the Meeting
in person.
Meeting 10:00 a.m. (London
Time and date of the Meeting. time) on 19 January
2018
Announcement and publication As soon as reasonably
of results of Meeting practicable after
Announcement of the results the Meeting has
of the Meeting. concluded and, in
any event, within
14 days of the Meeting.
Consent Fee Payment Date The fifth Business
The date on which the Consent Day after the date
Fee will be paid to Direct on which the Extraordinary
Participants if the Extraordinary Resolution is approved
Resolution is approved and in accordance with
the Supplemental Trust Deed the Trust Deed and
is duly executed. Conditions and the
Supplemental Trust
Deed is duly executed.
The above times and deadlines are subject to the right of the
Issuer and the Guarantors to extend, amend (other than the terms of
the Extraordinary Resolution), waive any condition of or terminate
the Consent Solicitation at any time (subject to applicable law and
as provided in the Consent Solicitation Memorandum). Bondholders
are advised to check with any broker, dealer, commercial bank,
custodian, trust company or other nominee through which they hold
Bonds whether such broker, dealer, commercial bank, custodian,
trust company or other nominee would require receiving any notice
or instructions prior to the deadlines set out above.
FINANCIAL INFORMATION
The tables set out in the annex to this announcement present
selective consolidated financial information relating to Wasps
Holdings for the financial year ended 30 June 2017. As at the date
of this announcement, this information has not been audited by PwC.
Such information has been prepared in accordance with IFRS and such
accounting is consistent with the accounting policies of Wasps
Holdings. Wasps Holdings expects such unaudited financial
information to be substantially consistent with the audited
consolidated financial statements of Wasps Holdings for such
period, once the audit is complete.
GENERAL
Details of how to participate in the Consent Solicitation are
set out in the Consent Solicitation Memorandum. Bondholders may
obtain a copy of the Consent Solicitation Memorandum by contacting
the Tabulation Agent, the contact details of which are set out
immediately below.
Notices throughout the Consent Solicitation will be published in
accordance with the Trust Deed and all applicable rules and
regulations as follows:
(a) a notice in Euroclear Bank SA/NV and Clearstream Banking
S.A. for communication to Direct Participants; and/or
(b) an announcement released on the London Stock Exchange plc's regulatory news service,
and by any other means as the Issuer may, in its absolute
discretion, consider appropriate.
CONTACT INFORMATION
Documents relating to the Consent Solicitation can be obtained
from the Group's website at
www.wasps.co.uk/your-club/bonds/secured-bonds
Requests for further information in relation to the Consent
Solicitation should be directed to Bondinvest Capital Limited (the
"Solicitation Consultant"):
Bondcap
2nd Floor, Afon Building
Worthing Road
Horsham RH12 1TL
E-mail: m.dyson@bondcap.co.uk
Attention Michael Dyson
E-mail: m.smith@bondcap.co.uk
Attention Michael Smith
Telephone: +44 (0)1403 788456
Requests for copies of the Consent Solicitation Memorandum and
information in relation to the procedures for submission of a
Consent Instruction should be directed to the Tabulation Agent:
Lucid Issuer Services Limited
Tankerton Works
12, Argyle Walk
London WC1H 8HA
E-mail: wasps@lucid-is.com
Telephone: +44 (0)20 7704 0880
Attention: David Shilson
Media enquiries should be directed to Wasps Holdings' PR
advisers:
Tulchan Group
2nd Floor
85 Fleet Street
London EC4Y 1AE
Email: wasps@tulchangroup.com
Telephone: +44 (0)20 7353 4200 / +44 (0)7912 540246
Attention: Elizabeth Snow
MARKET ABUSE REGULATION
The information contained in this announcement is inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596 /2014. Upon publication of this announcement, this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
announcement on behalf of the Issuer is Nick Eastwood, Chief
Executive Officer of Wasps Holdings Limited.
DISCLAIMER AND CONSENT SOLICITATION RESTRICTIONS
The Consent Solicitation Memorandum contains important
information which should be read carefully before any decision is
made in respect of the Proposals, as defined and more fully
described herein.
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice, including in
respect of any tax consequences, immediately from your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser authorised under the Financial Services and Markets Act
2000 as amended (if you are in the United Kingdom) or from another
appropriately authorised independent financial adviser (if you are
not).
Investors who wish to vote and whose Bonds (or interests in
Bonds) are held in the name of a broker, dealer, commercial bank,
custodian, trust company or other nominee institution (including
through CDIs in CREST) must contact such nominee promptly and
instruct or make arrangements with such nominee to vote in
accordance with the customary procedures of the Clearing Systems on
behalf of the Bondholders. The deadlines set by any such nominee
and each Clearing System for the submission of a Consent
Instruction in connection with the Extraordinary Resolution may be
earlier than the relevant deadlines specified above and in the
Consent Solicitation Memorandum.
Before making a decision with respect to the Consent
Solicitation, Bondholders should carefully consider all of the
information in the Consent Solicitation Memorandum and, in
particular, the risk factors described therein.
No person is authorised in connection with the Consent
Solicitation to give any information or to make any representation
not contained in the Consent Solicitation Memorandum and any
information or representation not contained in the Consent
Solicitation Memorandum must not be relied upon as having been
authorised by the Issuer, the Guarantors, the Solicitation
Consultant, the Trustee, Elavon Financial Service DAC, UK Branch
(the "Principal Paying Agent") or the Tabulation Agent. The
Solicitation Consultant, the Principal Paying Agent and the
Tabulation Agent are agents of the Issuer and the Guarantors and
owe no duty to any holder of the Bonds. The Consent Solicitation
Memorandum is only issued to and directed at Bondholders for the
purposes of considering the Extraordinary Resolution. No other
person may rely upon its contents, and it should not be relied upon
by Bondholders for any other purpose. None of the Issuer, the
Guarantors, the Solicitation Consultant, the Trustee, the Principal
Paying Agent or the Tabulation Agent, or any of their respective
directors or employees, makes any recommendation as to whether
Bondholders should approve the Proposals described in the Consent
Solicitation Memorandum.
The Solicitation Consultant is an appointed representative of
Social Investment Market CIC which is authorised and regulated by
the Financial Conduct Authority. The Solicitation Consultant is
acting as Solicitation Consultant to the Issuer and the Guarantors
and no-one else in connection with the Consent Solicitation and the
other matters referred to in this announcement. The Solicitation
Consultant will not regard any person other than the Issuer and the
Guarantors as its client in relation to the Consent Solicitation
and the other matters referred to in this announcement and will not
be responsible to anyone other than the Issuer and the Guarantors
for providing the protections afforded to clients of the
Solicitation Consultant (as the case may be) or for providing
advice in relation to the Consent Solicitation or the other matters
referred to in this announcement.
The distribution of the Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose
possession the Consent Solicitation Memorandum comes must inform
themselves about and observe any such restrictions.
United States
The Consent Solicitation is not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia). The matters contemplated by the Consent Solicitation do
not constitute or form a part of any offer or solicitation to
purchase or subscribe for any securities in the United States. Any
such securities have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the
"Securities Act"). Any such securities may not be offered or sold
in the United States or to, or for the account or benefit of, U.S.
persons (as such term is defined in Regulation S under the
Securities Act), except pursuant to an exemption from the
registration requirements of the Securities Act. No public offering
of securities will be made in the United States or in any other
jurisdiction where such an offering is restricted or
prohibited.
United Kingdom
The Consent Solicitation may only be communicated to persons in
the United Kingdom in circumstances where section 21(1) of the
Financial Services and Markets Act 2000 does not apply.
Accordingly, the Consent Solicitation Memorandum is only for
circulation to persons inside the United Kingdom who fall within
one of the following categories:
(a) a person who is a holder of any Bonds; or
(b) any other person also falling within Article 43(2) or within
Article 49(2)(a) to (d) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order") or falling
within the definition of "investment professionals" (as defined in
Article 19(5) of the Order).
The Consent Solicitation Memorandum is only available in the
United Kingdom to such persons, and the transactions contemplated
herein will be available only to, and may be engaged in only with,
such persons.
General
In addition to the representation referred to above in respect
of the United States, each holder of Bonds participating in the
Consent Solicitation will also be deemed to give certain other
representations as set out in the Consent Solicitation Memorandum.
Any Consent Instruction from a Bondholder that is unable to make
these representations will not be accepted. Each of the Issuer, the
Guarantors, the Solicitation Consultant, the Trustee, the Principal
Paying Agent and the Tabulation Agent reserves the right, in each
of its absolute discretion, to investigate whether any such
representation given by a Bondholder is correct and, if such
investigation is undertaken and, as a result, the Issuer and the
Guarantors determine (for any reason) that such representation is
not correct, such Consent Instruction may not be accepted.
ANNEX
SELECTED FINANCIAL INFORMATION
The following tables present selective consolidated financial
information relating to Wasps Holdings for the financial year ended
30 June 2017. As at the date of this announcement, this information
has not been audited by PwC. Such information has been prepared in
accordance with IFRS and such accounting is consistent with the
accounting policies of Wasps Holdings. Wasps Holdings expects the
following unaudited financial information to be substantially
consistent with the audited consolidated financial statements of
Wasps Holdings for such period, once the audit is complete.
Consolidated Income Statement for the Year Ended 30 June 2017
(unaudited)
2017 2016
GBP'000 GBP'000
Revenue.......................................................................................
..................... 33,402 30,931
Cost of
sales.........................................................................................
............ (22,026) (20,568)
--------- ---------
Gross
profit........................................................................................
.............. 11,376 10,363
Other income
...............................................................................................
... 158 -
Administrative
expenses................................................................................... (10,735) (14,135)
--------- ---------
Operating profit/(loss) before
exceptional items and allocation
to non-controlling
interests.....................................................................................
..... 799 (3,772)
Exceptional
items.........................................................................................
.... - (936)
Allocation to non-controlling
interest.............................................................. (1,583) (1,504)
--------- ---------
Operating loss
..............................................................................................
.... (784) (6,212)
Finance
costs.........................................................................................
........... (2,328) (3,084)
--------- ---------
Loss before
tax...........................................................................................
...... (3,112) (9,296)
--------- ---------
Taxation......................................................................................
.................... 1,565 7,025
--------- ---------
Loss for the
year..........................................................................................
.... (1,547) (2,272)
--------- ---------
Loss attributable to:
Owners of the
company.................................................................................... (1,486) (2,211)
Non-controlling
interests.................................................................................. (61) (61)
--------- ---------
(1,547) (2,272)
========= =========
The above results were derived from continuing operations.
Consolidated Statement of Comprehensive Income for the Year
Ended 30 June 2017 (unaudited)
2017 2016
GBP'000 GBP'000
Loss for the
year............................................................................................
.. (1,547) (2,272)
-------- --------
Other comprehensive income for
the year that will not be reclassified
to profit and loss
Surplus on revaluation of long
leasehold property............................................. 11,953 -
Income tax
effect..........................................................................................
... (1,662) 586
-------- --------
8,744 586
-------- --------
Items that may be reclassified
subsequently to profit or loss
Surplus on revaluation of available
for sale financial assets................................ - -
Income tax
effect..........................................................................................
... 97 194
-------- --------
97 194
-------- --------
Total comprehensive income/(expense)
for the year........................................ 8,841 (1,491)
-------- --------
Total comprehensive income/(expense)
attributable to:
Owners of the
company.................................................................................... 8,902 (1,430)
Non-controlling
interests.................................................................................. (61) (61)
-------- --------
8,841 (1,491)
======== ========
Consolidated Statement of Financial Position as at 30 June 2017
(unaudited)
2017 2016
GBP'000 GBP'000
Non-current assets
Property, plant and
equipment........................................................................ 70,020 58,027
Intangible
assets........................................................................................
...... 189 189
Available for sale financial
assets..................................................................... 9,725 9,725
--------- ---------
79,934 67,941
Current assets
Inventories...................................................................................
................... 430 285
Trade and other
receivables............................................................................. 8,155 6,652
Cash and cash
equivalents................................................................................ - 279
--------- ---------
8,585 7,216
--------- ---------
Total
assets........................................................................................
............. 88,519 75,157
========= =========
Equity and liabilities
Equity
Share
capital.......................................................................................
............. (776) (776)
Share
premium.......................................................................................
......... (6,341) (6,341)
Revaluation
reserve.......................................................................................
.. (33,802) (23,833)
Available for sale
reserve................................................................................. (8,071) (7,974)
Accumulated
losses........................................................................................
.. 29,478 28,314
--------- ---------
Equity attributable to owners
of the company................................................. (19,512) (10,610)
--------- ---------
Non-controlling
interests................................................................................ (610) (671)
--------- ---------
Total
equity........................................................................................
............ (20,122) (11,281)
--------- ---------
Non-current liabilities
Loans and
borrowings....................................................................................
.. (46,942) (43,392)
Deferred tax
liabilities....................................................................................
. - -
--------- ---------
(46,942) (43,392)
--------- ---------
Current liabilities
Trade and other
payables................................................................................. (9,250) (11,944)
Loans and
borrowings....................................................................................
.. (1,942) (250)
Deferred
income........................................................................................
...... (10,263) (8,291)
--------- ---------
(21,455) (20,485)
--------- ---------
Total
liabilities...................................................................................
............. (68,397) (63,876)
--------- ---------
Total equity and
liabilities............................................................................... (88,519) (75,157)
========= =========
Company Statement of Financial Position as at 30 June 2017
(unaudited)
2017 2016
GBP'000 GBP'000
Assets
Non-current assets
Property, plant and
equipment........................................................................ 1,137 673
Investments...................................................................................
................. 5,717 5,717
Available for sale financial
assets..................................................................... 9,725 9,725
--------- ---------
16,579 16,115
--------- ---------
Current assets
Inventories...................................................................................
................... 256 160
Trade and other
receivables............................................................................. 3,410 3,035
Cash and cash
equivalents................................................................................ - 7
--------- ---------
3,666 3,202
--------- ---------
Total
assets........................................................................................
............. 20,245 19,317
--------- ---------
Equity and liabilities
Equity
Share
capital.......................................................................................
............. (776) (776)
Share
premium.......................................................................................
......... (6,341) (6,341)
Available for sale
reserve................................................................................. (7,974) (7,974)
Accumulated
losses........................................................................................
.. 45,906 42,050
--------- ---------
Total
equity........................................................................................
............ 30,815 26,959
--------- ---------
Non-current liabilities
Loans and
borrowings....................................................................................
.. (39,923) (38,070)
Deferred tax
liabilities....................................................................................
. - -
--------- ---------
(39,923) (38,070)
--------- ---------
Current liabilities
Trade and other
payables................................................................................. (6,772) (6,796)
Loans and (1,243)
borrowings.....................................................................................
. -
Deferred
income........................................................................................
...... (3,122) (1,410)
--------- ---------
(11,137) (8,206)
--------- ---------
Total
liabilities...................................................................................
............. (51,060) (46,276)
--------- ---------
Total equity and
liabilities............................................................................... (20,245) (19,317)
========= =========
Consolidated Statement of Changes in Equity for the Year Ended
30 June 2017 (unaudited)
Equity
attributable
Available to owners
Share Share Revaluation for sale Accumulated of the Non-controlling Total
capital premium reserve reserve loses company interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- ------------ ---------- ------------ ------------- ---------------- --------
At 1 July
2016............................................ 776 6,341 23,833 7,974 (28,314) 10,610 671 11,281
-------- -------- ------------ ---------- ------------ ------------- ---------------- --------
Loss for the
year......................................... - - - - (1,486) (1,486) (61) (1,547)
Revaluation of
Arena.................................. - - 10,291 97 - 10,388 - 10,388
-------- -------- ------------ ---------- ------------ ------------- ---------------- --------
Total comprehensive
income/(expense)...... - - 10,291 97 (1,486) 8,902 (61) 8,841
Transfer between
reserves.......................... - - (322) - 322 - - -
-------- -------- ------------ ---------- ------------ ------------- ---------------- --------
At 30 June
2017.......................................... 776 6,341 33,802 8,071 (29,478) 19,512 610 20,122
======== ======== ============ ========== ============ ============= ================ ========
Equity
attributable
Available to owners
Share Share Revaluation for sale Accumulated of the Non-controlling Total
capital premium reserve reserve loses company interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- ------------ ---------- ------------ ------------- ---------------- --------
At 1 July
2015............................................ 776 6,341 23,441 7,780 (26,297) 12,040 732 12,772
-------- -------- ------------ ---------- ------------ ------------- ---------------- --------
Loss for the
year......................................... - - - - (2,211) (2,211) (61) (2,272)
Other comprehensive
income...................... - - 586 194 - 781 - 781
-------- -------- ------------ ---------- ------------ ------------- ---------------- --------
Total comprehensive
income/(expense)...... - - 586 194 (2,211) (1,430) (61) (1,491)
Transfer between
reserves........................... - - (194) - 194 - - -
-------- -------- ------------ ---------- ------------ ------------- ---------------- --------
At 30 June
2016.......................................... 776 6,341 23,833 7,974 (28,314) 10,610 671 11,281
======== ======== ============ ========== ============ ============= ================ ========
Company Statement of Changes in Equity for the Year Ended 30
June 2017 (unaudited)
Available
for
Share Share sale Accumulated
capital premium reserve losses Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- ---------- ------------ ---------
At 1 July 2016............................... 776 6,341 7,974 (42,050) (26,959)
--------- --------- ---------- ------------ ---------
Loss for the
year............................ - - - (3,856) (3,856)
Other comprehensive
income......... - - - - -
--------- --------- ---------- ------------ ---------
Total comprehensive
expense........ - - - (3,856) (3,856)
--------- --------- ---------- ------------ ---------
At 30 June 2017............................. 776 6,341 7,974 (45,906) (30,815)
========= ========= ========== ============ =========
Available
for
Share Share sale Accumulated
capital premium reserve losses Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- ---------- ------------ ---------
At 1 July 2015...............................
...................................................... 776 6,341 7,780 (36,766) (21,870)
--------- --------- ---------- ------------ ---------
Loss for the
year............................ - - - (5,284) (5,284)
Other comprehensive
income......... - - 194 - 194
--------- --------- ---------- ------------ ---------
Total comprehensive
income/(expense)........................... - - 194 (5,284) (5,090)
--------- --------- ---------- ------------ ---------
At 30 June 2016............................. 776 6,341 7,974 (42,050) (26,959)
========= ========= ========== ============ =========
Consolidated Statement of Cash Flows for the Year Ended 30 June
2017 (unaudited)
2017 2016
GBP'000 GBP'000
Cash flows from operating activities
Loss for the
year...........................................................................................
.. (1,547) (2,272)
Adjustments to cash flows from
non-cash items..............................................
Depreciation...................................................................................
................ 1,602 1,573
Finance
costs..........................................................................................
......... 2,328 3,084
Income tax
credit.........................................................................................
... (1,565) (7,025)
-------- ---------
818 (4,640)
Working capital adjustments
Increase in
inventories.................................................................................... (145) (271)
Increase in trade and other
receivables............................................................. (1,503) (2,802)
(Decrease)/increase in trade
and other payables............................................... (2,694) 2,534
Increase/(decrease) in deferred
income............................................................. 1,972 (1,543)
-------- ---------
Net cash flow used in operating
activities........................................................ (1,552) (6,722)
-------- ---------
Cash flows from investing activities
Acquisitions of property plant
and equipment................................................. (1,642) (5,821)
Proceeds from sale of property
plant and equipment....................................... - 1
-------- ---------
Net cash flows used in investing
activities........................................................ (1,642) (5,820)
-------- ---------
Cash flows from financing activities
Interest
paid...........................................................................................
......... (2,328) (2)
Proceeds from other borrowing
draw downs..................................................... 4,325 2,444
Repayment of other
borrowing........................................................................ (625) (2,021)
-------- ---------
Net cash flows generated from
financing activities.......................................... 1,372 421
-------- ---------
Net decrease in cash and cash
equivalents........................................................ (1,822) (12,120)
Cash and cash equivalents at
1 July.................................................................. 279 12,399
-------- ---------
Cash and cash equivalents at
30 June............................................................... (1,543) 279
======== =========
Company Statement of Cash Flows for the Year Ended 30 June 2017
(unaudited)
2017 2016
GBP'000 GBP'000
Cash flows from operating activities
Loss for the
year............................................................................................
. (3,856) (5,284)
Adjustments to cash flows from
non-cash items..............................................
Depreciation....................................................................................
............... 366 131
Finance
costs...........................................................................................
........ 1,308 1,289
Income tax
credit..........................................................................................
.. - (1,750)
-------- --------
(2,182) (5,614)
Working capital adjustments
Increase in
inventories.................................................................................... (96) (146)
(Increase)/decrease in trade
and other receivables............................................ (377) 2294
(Decrease)/increase in trade
and other payables............................................... (24) 4,156
Increase/(decrease) in deferred
income............................................................. 1,712 (362)
-------- --------
Net cash flow used in operating
activities........................................................ (967) (1,738)
-------- --------
Cash flows from investing activities
Acquisition of
subsidiaries................................................................................ - -
Acquisitions of property plant
and equipment................................................. (830) (661)
Proceeds from sale of property
plant and equipment....................................... - 1
-------- --------
Net cash flows used in investing
activities........................................................ (830) (660)
-------- --------
Cash flows from financing activities
Interest
paid.............................................................................................
....... (1,414) -
Proceeds from other borrowing
draw downs..................................................... 2,265 1,490
Repayment of other
borrowing........................................................................ (219) (2,000)
-------- --------
Net cash flows generated from/(used
in) financing activities............................ 632 (510)
-------- --------
Net decrease in cash and cash
equivalents........................................................ (1,165) (2,907)
Cash and cash equivalents at
1 July.................................................................. 7 2,914
-------- --------
Cash and cash equivalents at
30 June............................................................... (1,157) 7
======== ========
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGMMZZKMRGNZM
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December 21, 2017 10:15 ET (15:15 GMT)
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