23rd Aug 2013 10:00
23 August 2013
COBURG GROUP PLC
("Coburg" or "the Company")
Preliminary Results Announcement for the year ended 30 April 2013
Chairman's Statement
FOR THE YEAR ENDED 30 APRIL 2013
The results for the 12 months ended 30 April 2013 show no revenue and a loss of £88,000. This reflects the fact that the company has since February 2012 been operating purely as an investment company, and the loss represents the costs of maintaining the company's listing on the AIM market. Efforts continue to keep these costs as low as possible.
During the year your board has investigated a number of investment opportunities in the natural resources sector, and in particular the mining sector, in accordance with its declared investing strategy. Our policy remains, as I stated in my report accompanying the unaudited interim results for the 6 months ended 31 October 2012, to seek investments and build a portfolio in quoted natural resource companies, unquoted businesses and investments in projects, narrowing the focus to mineral exploration, mining and extraction.
With the appointment of Mark Parker to the board on 28th March, we have increased considerably our knowledge of and access to potential value enhancing deals in these sectors and the number of opportunities which we are actively investigating has recently increased significantly.
The company's balance sheet was strengthened in April by the raising of £185,000 in the form of Convertible Loan Notes. This provided useful funding which enabled our search for suitable opportunities to continue unabated.
In pursuance of our stated policy, on 23rd July the company purchased 78,009,570 ordinary shares of £0.01 each and 22,754,785 warrants in the AIM quoted and Johannesburg listed company African Eagle Resources PLC for a total cash consideration of £117,014. The shares purchased at 0.15 p per share represented a considerable discount to African Eagle's share price at that date of 0.22p, and give Coburg Group approximately 11.3% of the total voting rights of African Eagle. African Eagle will continue to hold an interest of 10% in Blackdown Minerals Limited, a company holding substantially all of its assets and businesses in Tanzania, whose future majority owner is committed to the continued development of its assets. African Eagle's interest in Blackdown Minerals Limited is non-diluting until the new majority owner has committed $20m to the continued development of the assets.
Coburg Group has also established a small portfolio of shares in other companies in the natural resources and mining sectors.
In order to ensure that the company continues to be sufficiently well funded to maintain its search for further investment opportunities, it is proposed to raise £90,000 in the form of a second issue of Convertible Loan Notes, for which we are seeking shareholder consent as detailed in the Notice of Annual General Meeting attached to this Report. These loan notes, for which Bruce Rowan and Konrad Legg have undertaken to subscribe, carry interest at a rate of 6 per cent per annum and are convertible at 65 pence per share. To the extent that they have not been converted, these notes become repayable on 31 October 2015 and the existing £185,000 loan notes now also become repayable at that date.
As Konrad Legg is a director and substantial shareholder of the Company, and Bruce Rowan is a substantial shareholder, the issue of Loan Notes constitutes a related part transaction under Rule 13 of the AIM Rules for Companies. The independent Directors, having consulted with the Company's Nominated Adviser, consider that the terms of the transaction are fair and reasonable insofar as Coburg shareholders are concerned.
Despite the fact that conditions in our chosen sectors have been particularly challenging during the year to April 2013 and continue to be so, I am glad to be able to report to you on what I believe is positive progress. Your board continues to make strenuous efforts to seek out further suitable investment opportunities.
J S P Maynard - Chairman
Enquiries:
Jeremy Maynard | Coburg Group Plc | +44 (0)20 8317 0103 |
Colin Aaronson | Grant Thornton UK LLP | +44 (0)20 7383 5100 |
Nick Emerson | SI Capital Limited | +44 (0)14 8341 3500 |
INCOME STATEMENT
FOR THE YEAR ENDED 30 APRIL 2013
30.4.13 | 30.4.12 | ||||||
£'000 | £'000 | ||||||
CONTINUING OPERATIONS | |||||||
Revenue | - | - | |||||
Other operating income | 1 | (2) | |||||
Administration expenses | (88) | (116) | |||||
OPERATING LOSS BEFORE | (87) | (118) | |||||
EXCEPTIONAL ITEMS | |||||||
Exceptional items | - | (39) | |||||
OPERATING LOSS | (87) | (157) | |||||
Finance costs | (1) | - | |||||
LOSS BEFORE INCOME TAX | (88) | (157) | |||||
Income tax | - | - | |||||
LOSS FOR THE YEAR | (88) | (157) | |||||
Earnings per share expressed in pence per share | -21.17 | -55.67 | |||||
Basic | -20.95 | -55.67 | |||||
Diluted | |||||||
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2013
30.4.13 | 30.4.12 | ||||||
£'000 | £'000 | ||||||
LOSS FOR THE YEAR | (88) | (157) | |||||
OTHER COMPREHENSIVE INCOME | |||||||
Revaluation of investments | (14) | - | |||||
Income tax relating to other comprehensive income | - | - | |||||
OTHER COMPREHENSIVE INCOME | |||||||
FOR THE YEAR , NET OF INCOME TAX | (14) | - | |||||
TOTAL COMPREHENSIVE INCOME | |||||||
FOR THE YEAR | (102) | (157) | |||||
STATEMENT OF FINANCIAL POSITION
30 APRIL 2013
30.4.13 | 30.4.12 | ||||||
£'000 | £'000 | ||||||
ASSETS | |||||||
NON-CURRENT | |||||||
Investments | 90 | 19 | |||||
CURRENT ASSETS | |||||||
Trade and other receivables | - | 92 | |||||
Cash and cash equivalents | 170 | 86 | |||||
Prepayments | 14 | 4 | |||||
184 | 182 | ||||||
TOTAL ASSETS | 274 | 201 | |||||
EQUITY | |||||||
SHAREHOLDERS EQUITY | |||||||
Called up share capital | 1,207 | 1,207 | |||||
Share premium | 633 | 633 | |||||
Revaluation reserve | (14) | - | |||||
Merger relief reserve | 417 | 417 | |||||
Share option reserve | 9 | 9 | |||||
Retained earnings | (2,190) | (2,102) | |||||
TOTAL EQUITY | 62 | 164 | |||||
LIABILITIES | |||||||
NON-CURRENT LIABILITIES | |||||||
Financial liabilities - borrowings | |||||||
Interest bearing loans and borrowings | 185 | - | |||||
CURRENT LIABILITIES | |||||||
Trade and other payables | 27 | 37 | |||||
TOTAL LIABILITIES | 212 | 37 | |||||
TOTAL EQUITY AND LIABILITIES | 274 | 201 | |||||
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2013
Called | |||||||
up share | Retained | Share | |||||
capital | earnings | premium | |||||
£'000 | £'000 | £'000 | |||||
Balance as at 1 May 2011 | 1,207 | (1,945) | 633 | ||||
Changes in equity | |||||||
Total comprehensive income | - | (157) | - | ||||
Balance as at 30 April 2012 | 1,207 | (2,102) | 633 | ||||
Changes in equity | |||||||
Total comprehensive income | - | (88) | - | ||||
Balance as at 30 April 2013 | 1,207 | (2,190) | 633 | ||||
Merger | Share | ||||||
Revaluation | relief | option | Total | ||||
reserve | reserve | reserve | equity | ||||
£'000 | £'000 | £'000 | £'000 | ||||
Balance as at 1 May 2011 | - | 417 | 9 | 321 | |||
Changes in equity | |||||||
Total comprehensive income | - | - | - | (157) | |||
Balance as at 30 April 2012 | - | 417 | 9 | 164 | |||
Changes in equity | |||||||
Total comprehensive income | - | - | - | (88) | |||
Revaluation of investment | (14) | - | - | (14) | |||
Balance as at 30 April 2013 | (14) | 417 | 9 | 62 | |||
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2013
30.4.13 | 30.4.12 | ||||||
£'000 | £'000 | ||||||
Cash flows from operating activities | |||||||
Cash generated from operations | (3) | (85) | |||||
Net cash from operations | (3) | (85) | |||||
Cash flows from investing activities | |||||||
Purchase of fixed asset investments | (90) | (4) | |||||
Sale of fixed asset investments | (8) | 135 | |||||
Net cash from investing activities | (98) | 131 | |||||
Cash flows from financing activities | |||||||
New loans in year | 185 | - | |||||
Net cash from financing activities | 185 | - | |||||
Increase in cash and cash equivalents | 84 | 46 | |||||
Cash and cash equivalents at the beginning of | |||||||
year | 86 | 40 | |||||
Cash and cash equivalents at the end of year | 170 | 86 | |||||
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2013
1.RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATES FROM OPERATIONS | |||||||
30.4.13 | 30.4.12 | ||||||
£'000 | £'000 | ||||||
Loss before income tax | (88) | (157) | |||||
Depreciation charges | - | 4 | |||||
Loss of disposal of fixed assets | 13 | 38 | |||||
Exceptional items | - | 39 | |||||
Finance costs | 1 | - | |||||
(74) | (76) | ||||||
Decrease in trade and other receivables | 82 | 56 | |||||
Decrease in trade and other payables | (11) | (65) | |||||
Cash generated from operations | (3) | (85) | |||||
2.CASH AND CASH EQUIVALENTS | |||||||
The amounts disclosed on the statement of cash flow in respect of cash and cash equivalents are in respect of these statement of financial position amounts: | |||||||
Year end 30 April 2013 | 30.4.13 | 30.4.12 | |||||
£'000 | £'000 | ||||||
Cash and cash equivalents | 170 | 86 | |||||
Year end 30 April 2012 | 30.4.12 | 30.4.11 | |||||
£'000 | £'000 | ||||||
Cash and cash equivalents | 86 | 40 | |||||
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2013
1. GENERAL INFORMATION
The financial information is a preliminary announcement of the results for the year ended 30 April 2013 and does not comprise statutory accounts for the purposes of Section 434 of Companies Act 2006.
2. BASIS OF PREPARATION
These financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.
Coburg Group Plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 2956279). The Company is domiciled in the United Kingdom and its registered address is Unit 3, Harrington Way, Warspite Road, Woolwich, London, SE18 5NU. The Company's shares are traded on the AIM market of the London Stock Exchange.
These financial statements have been presented in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and have been prepared in accordance with AIM rules and the Companies Act 2006, as applicable to companies reporting under IFRS.
The accounts have been prepared in £000's and figures have been rounded to the nearest thousand pounds.
3. EARNINGS PER SHARE | ||||||||||
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
Reconciliations are set out below. | ||||||||||
30.4.13 | ||||||||||
Weighed | ||||||||||
average | ||||||||||
number | Per-share | |||||||||
Earnings | of | Amount | ||||||||
£'000 | shares | Pence | ||||||||
Basic EPS | ||||||||||
Earning attributable to ordinary shareholders | (88) | 412,909 | -21.17 | |||||||
Effect of dilutive securities | ||||||||||
Options and convertible loans | - | 4,250 | - | |||||||
Diluted EPS | (88) | 417,159 | -20.95 | |||||||
30.4.12 | ||||||||||
Weighed | ||||||||||
average | ||||||||||
number | Per-share | |||||||||
Earnings | of | Amount | ||||||||
£'000 | shares | Pence | ||||||||
Basic EPS | ||||||||||
Earning attributable to ordinary shareholders | (157) | 281,659 | -55.67 | |||||||
Effect of dilutive securities | ||||||||||
Options and convertible loans | - | - | - | |||||||
Diluted EPS | (157) | 281,659 | -55.67 | |||||||
Related Shares:
TSI.L