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Half Yearly Report

21st Jan 2011 11:05

RNS Number : 8837Z
Wren Extra Care Group PLC
21 January 2011
 

For release on 21 January 2011

 

Wren Extra Care Group Plc (WREN.L)

("Wren" or "the Group" or "the Company"),

 

Unaudited Second Interim Results

For the six months ended 31 July 2010

 

 

Following a change in accounting reference date to 31 December Wren Extra Care Group Plc, the AIM listed provider of retirement living, through a range of Extra Care and other services for the independent and elderly announces unaudited interim results for six-month period to 31 July 2010.

 

 

·; Appointment of LPA receivers to subsidiary company and major trading partners

·; Removal of CEO and change of head and registered office for cost saving purposes

·; Company entering negotiations with LPA receivers to secure key assets

·; Pursuing of former CEO for material financial irregularities

·; Significant asset write downs leading to net liabilities

 

 

Brian Nathan, Chairman of Wren Extra Care Group Plc, commented:

On 5th October 2010, at the company's request, the Company's shares were suspended pending clarification of its financial situation. Also on 5th October 2010 LPA receivers were appointed to Wren Estates Ltd, a subsidiary company of the Group.

 

The financial impact of the above actions has led the Company to write down material and significant assets comprising goodwill, inventories of property stocks as well as amounts due from key trading partners. These total £11,885,486 and are fully detailed in note 2."

 

 

Enquiries:

 

Wren Extra Care Group plc

James Butterfield

Corporate Development Director

Tel: 01435 865443

www.wrenextracare.co.uk

Shore Capital

Pascal Keane

Tel: 020 7408 4090

 

 

 

WREN EXTRA CARE GROUP PLC

 

CHAIRMAN'S STATEMENT

HALF YEAR ENDED 31 JULY 2010

Trading Results

 

In the six months to 31 July 2010, the directors embarked upon a fund raising exercise to develop the Warlingham Two scheme. Unfortunately the Company was not able to raise sufficient funds to fulfil the capital requirements to fund the build out and complete the scheme. Consequently, the fundraising was aborted.

 

 On 5th October 2010 it was announced that following a request from the Company, trading in the shares had been suspended pending clarification of the Company's financial position. This was due to a subsidiary of the Company earlier receiving notice demanding the immediate repayment of all sums due to its main lender. The resultant default under the Loan Agreements led the Company to request the suspension of its ordinary shares. At the same time the Board decided to terminate the service agreement and directorship of Paul Treadaway (formerly CEO of the Company).

 

Later on 5th October 2010 it was announced that that receivers had been appointed to Wren Estates Ltd, a subsidiary company within the Group, pursuant to the Law of Property Act 1925("LPA" or "LPA receivers" as appropriate). On 6th October 2010, it was further announced that LPA receivers had been appointed to Warlingham Developments Ltd ("WD") and Warlingham Developments Two Ltd ("WD2"). WD and WD2 are not Group companies but companies with which Wren Estates Ltd has profit share arrangements. In both instances the Group has fully co-operated with the LPA receivers GVA Grimley Ltd ("Grimleys"). The Group has not as yet been notified of the intentions of either of the LPA receivers or of sums due to its main lender (the "Lender").

 

The directors of the Company are working with Grimleys in order to assist with an orderly realisation of assets and to work closely with the Lender. In this respect the directors are seeking at the earliest opportunity to consider making an offer for certain of these assets at the same time as a capital reorganisation of the Group to attract fresh inward investment.

 

On 5th October 2010 certain financial irregularities have come to light including cash withdrawals using the Company credit card and charging of substantial personal expenditure to the Company. These matters continue to be investigated and legal action may be initiated if appropriate.

 

In addition, it has come to light that part of the development site assembled by WD2 has been acquired in the name of the current partner of the former director, Paul Treadaway, using funds provided by WD. This is contrary to the Board's understanding that WD2 was the owner of all elements of the development site.

 

WD2 was funded by both the Lender and by Wren Estates Ltd for the purposes of acquiring and developing the entire site. The fact that a piece of land is currently not registered in the name of the Company nor W2 may create problems for both the Lender and for Wren Estates Ltd, both of whom are looking to the sale of the development site to fund the payment of monies owing by WD2.

 

The Directors have provided this information to the Lender and will be seeking to ensure that any damage to Wren is minimised as far as possible.

 

Given the appointment of LPA receivers the Board has now decided to write down material and significant assets comprising goodwill, inventories of property stocks as well as amounts due from WD and WD2.These writedowns total £11,885,486 and are fully detailed in note 2.

 

Therefore for the year ended 31 July 2010, I am extremely disappointed to report a loss of £12,909,410 (2009: £1,076,093) on revenues of £Nil (2009: £90,740) and for the six months to 31 July a loss of £12,370,883 (2009, loss, £523,133).The group currently has net liabilities of £4,875,821 and is currently looking to re- structure its capital base going forward.

 

Year end change

 

In order to give greater transparency within the residential sector the directors have decided to change the Group's accounting reference date to 31st December.

 

Work-in-Progress & Land Bank

 

The appointment of the LPA receivers effectively wipes out the value of options over any prospective schemes, save over those relative to the WD2.

Bank Support

 

As I stated above Grimleys were appointed on behalf of the Lender to realise cash on behalf of the lenders. The directors continue to aid with this process.

 

 

Break up basis

 

As set out in the notes to the consolidated unaudited Interim Statement, the Group's working capital facility and loan agreements have been called upon. The Directors, after making appropriate enquiries, as described in note 1 to these interim results, have prepared these these interim statements on a break up basis.

 

 

Outlook and Prospects

 

The directors of Wren believe that the future lies in the shape of smaller "vanilla " residential schemes and is currently in talks with its lenders and existing investors in order to maximise the Group's financial future.

 

Wren's challenge for the foreseeable future, having identified several good sites, for which some already have the requisite planning consent, is to complete the funding packages necessary to acquire and build these schemes. Despite the challenges that 2011 may well hold, I look forward to securing adequate funding to complete these schemes.

 

 

B Nathan - Chairman

21 January 2011

 

 

WREN EXTRA CARE GROUP PLC

 

CONDENSED CONSOLIDATED INCOME STATEMENT

 

 

For the six months ended 31 July 2010

Six months

Six months

Year

Year

Ended

Ended

Ended

Ended

31 July 2010

31 July 2009

31 July 2010

31 July 2009

Unaudited

Unaudited

Unaudited

Audited

£

£

£

£

Continuing operations

Revenue

-

39,840

-

90,740

Cost of sales

-

(12)

-

(70,129)

 

 

 

 

 

 

 

 

Gross profit

-

39,828

-

20,611

Administration expenses

 

Asset write downs

 

 

2

(407,077)

 

(11,885,486)

(527,376)

-

(885,583)

 

(11,885,486)

(1,094,215)

 

-

 

 

 

 

 

 

 

 

Loss from operations

(12,292,563)

(487,548)

(12,771,069)

(1,073,604)

Investment income

111,606

107,300

225,974

Finance cost

(78,320)

(147,191)

(245,641)

(228,463)

 

 

 

 

 

 

 

 

Loss before tax from continuing operations

 

(12,370,883)

 

(523,133)

 

(12,909,410)

 

(1,076,093)

Income tax

-

-

-

-

 

 

 

 

 

 

 

 

Loss for the period from continuing operations after tax (and total comprehensive income)

 

(12,370,883)

 

(523,133)

 

(12,909,410)

 

(1,076,093)

All attributable to equity holders of the parent

Loss per share

The weighted number of shares in issue

52,422,387

52,422,397

52,422,387

49,672,387

Basic and diluted

3

(23.39)p

(1.00)p

(24.63)p

(2.17)p

WREN EXTRA CARE GROUP PLC

 

CONDENSED CONSOLIDATED BALANCE SHEET

31 July 2010

31 July 2009

Unaudited

Audited

Note

£

£

Non-current assets

Goodwill

4

-

3,135,203

Investment property

6

210,000

230,000

Property plant & equipment

5

-

23,217

Trade & other receivables

-

2,675,000

 

 

 

 

Total non-current assets

210,000

6,063,420

 

Current assets

 

 

 

 

Inventories

2,905,122

6,993,585

Trade & other receivables

37,396

1,798,861

Cash & cash equivalents

-

1,438,825

 

 

 

 

Total current assets

2,942,518

10,231,271

 

 

 

 

Total assets

3,152,518

16,294,691

 

Current liabilities

 

 

 

 

Trade payables

288,218

224,734

Tax liabilities

80,028

131,356

Obligations under finance leases

-

7,809

Other payables

179,734

69,141

Bank overdrafts and loans

4,657,340

4,887,907

 

 

 

 

Total current liabilities

5,205,320

5,320,947

 

Non-current liabilities

 

 

 

 

Obligations under finance leases

-

-

Convertible loan note

2,823,019

2,781,522

 

 

 

 

Total non - current liabilities

12

2,823,019

2,781,522

 

 

 

 

Total liabilities

8,028,339

8,102,469

 

 

 

 

(4,875,821)

8,192,222

 

Equity

 

 

 

 

Issued share capital

7

5,242,238

5,242,238

Share premium account

3,492,648

3,650,480

Capital redemption reserve

98,028

98,028

Equity reserve

218,478

218,478

Retained earnings

Total equity attributable to equity holders of the parent

(13,927,213)

 

(4,875,821)

(1,017,002)

 

8,192,222

 

WREN EXTRA CARE GROUP PLC

 

CONDENSED STATEMENT OF CHANGES IN EQUITY

Six months ended 31 July 2010

 

 

 

 

Share Capital

 

 

£

Share Premium

 

£

Capital

Redemption

 

£

Equity

Reserve

 

£

Retained Reserves

 

£

Total

 

 

£

 

Balance at 1 February

2010

5,242,238

3,526,353

98,028

228,474

(1,556,330)

7,538,763

 

Net loss for the period

-

-

-

-

(12,370,883)

(12,370,883)

 

Equity draw down costs

 

 

-

 

(33,705)

-

-

-

(9,996)

 

-

-

 

(43,701)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 July 2010

5,242,238

3,492,648

98,028

218,478

(13,927,213)

(4,875,821)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

 

For the six months ended 31 July 2010

Six months

Six months

Year

Year

Ended

Ended

Ended

Ended

31 July 2010

31 July 2009

31 July 2010

31 July 2009

Unaudited

Unaudited

Unaudited

Audited

Note

£

£

£

£

Cash flows from operations

9

(466,376)

(529,214)

(945,773)

(2,088,509)

Interest paid on loans and bank overdrafts

 

(68,241)

 

-

 

(138,341)

 

(228,463)

 

Net cash generated from operating activities

 

 

(534,617)

 

 

(529,214)

 

 

(1,084,114)

 

 

(2.316,972)

Investing activities

Interest received

-

-

-

225,974

Interest paid on hire purchase

-

-

-

-

Sales of tangible assets

-

-

-

103,909

 

 

 

 

 

 

Cash flows from investing activities

 

-

 

-

 

-

 

329,883

 

 

 

 

 

 

Financing activities

Convertible loan note

-

-

41,497

3,000,000

Other loans repaid

-

-

-

(94,624)

Loans repaid

-

-

-

-

Hire purchase repayments

-

-

(7,809)

(156,829)

Share issue

Equity draw down costs

 

-

 

-

 

(157,832)

 

1,099,116

Dividends paid

-

-

-

(52,420)

 

 

 

 

 

 

Cash flows from financing activities

-

-

(124,114)

3,795,243

 

 

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

(534,617)

 

(529,214)

 

(1,208,228)

 

1,808,154

Cash and cash equivalents brought forward

534,617

1,737,472

 

1,208,228

 

(599,926)

 

 

 

 

 

 

Cash and cash equivalents carried forward

 

-

 

1,208,228

 

-

 

1,208,228

 

 

 

 

 

 

WREN EXTRA CARE GROUP PLC

 

NOTES TO THE INTERIM RESULTS

 

For the six months ended 31 July 2010

 

1.

Accounting policies

These condensed interim financial statements are for the six months ended 31 July 2010.They have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) with effect from 27 March 2010.They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 July 2009.

These condensed consolidated interim financial statements have been approved for the issue by the Board of Directors on 21 January 2011.

 

These financial statements have been prepared under the historical cost convention, except for the revaluation of certain properties and financial instruments.

 

As set out in the Chairman's statement on 5th October 2010 LPA receivers were appointed to Wren Estates Ltd, a subsidiary company within the group. Also as previously announced on 6th October 2010 LPA receivers were appointed to Warlingham Developments Ltd ("WD") and Warlingham Developments Two Ltd ("WD2"), which are not group companies but companies with which Wren Estates Ltd has profit share arrangements. In both instances the Group has fully co-operated with the LPA receivers GVA Grimley Ltd. The Group has not as yet been notified of the intentions of either of the LPA receivers or of sums due to its main lender, RBS (the "Lender").

 

The financial statements have been prepared on a break up basis. This basis of preparation writes assets down to their market values and accelerates the recognition of certain liabilities and undertakings .The amounts are quantified in note 2 to these results.

 

The financial information contained in this report has been prepared in accordance with the requirements of IAS 34 'Interim Financial Reporting'. It has not been audited and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The statutory accounts for 2009, which were prepared under International Accounting Standards (IAS), have been delivered to the Registrar of Companies. The auditors' opinion on these accounts was modified and contained two emphasis of matter paragraphs relating to goodwill and going concern. The audit report does not contain a statement made under Section 498 of the Companies Act 2006.

2. Asset Write downs

 

For the year to 31st July 2010 and the six months to 31st July 2010, the following assets have been written down to their estimated realizable values given the appointment of LPA receivers on behalf of the Group's main lender.

 

£

Goodwill written off

3,135,203

Fixed asset provisions

20,000

Write down in inventories

4,480,000

Provision against irrecoverable debtors

4,250,283

Total

11,885,486

WREN EXTRA CARE GROUP PLC

 

NOTES TO THE INTERIM RESULTS

 

3.

Loss per share

Basic loss per share

The calculation of basic loss per share for the years ended 31 July 2010 and 2009 and for the six months ended 31 July 2010 and 2009 have been determined as the net loss after tax divided by the weighted average number of equity shares in issue in the period.

6 Months ended 31 July 2010

6 Months ended 31 July 2009

Year ended

31 July 2010

Year ended 31 July 2009

£

£

£

£

Net loss attributable to ordinary shareholders

(12,370,883)

(523,133)

(12,909,410)

(1,076,093)

 

 

 

 

 

 

Number of ordinary shares

Issued ordinary shares at the beginning of the period

 

52,422,387

 

52,422,387

 

52,422,387

 

40,422,387

Issue of shares in the period

-

-

-

12,000,000

 

 

 

 

 

 

Issued ordinary shares at the end of the period

52,422,387

52,422,387

52,422,387

52,422,387

Weighted average number of ordinary shares

Issued ordinary shares at the beginning of the period

 

52,422,387

 

52,422,387

 

52,422,387

 

40,422,387

Issue of shares part way through the period

-

-

-

9,672.387

 

 

 

 

 

 

Weighted average number of ordinary shares during the period

52,422,387

52,422,387

52,422,387

49,672,387

Basic loss per share

(23.60)p

(1.00)p

(24.63)p

(2.17)p

 

Diluted loss per share

6 Months ended 31 July 2010

6 Months ended 31 July 20090

Year ended 31 July 2010

Year ended 31 July 2009

Diluted loss per share at period end

(23.60)p

(1.00)p

(24.63)p

(2.17)p

Loss per share requires presentation of diluted loss per share when a company could be called upon to issue shares that would decrease net profits or increase net loss per share. For a loss making company with outstanding share options, net loss per share would only be decreased by the exercise of out-of-the-money share options. No adjustment has been made to dilute loss per share for out-of-the-money share option and there are no other diluting future share issues, therefore diluted loss per share is identical to the basis loss per share.

 

 

 

WREN EXTRA CARE GROUP PLC

 

NOTES TO THE INTERIM RESULTS

 

4.

 

Goodwill

As set out in note 1 the accounts have been drawn up on a break up basis and the movement in goodwill is as follows:

 

 

5.

 

Brought forward 1 February

Written off to profit and loss

Carried forward 31 July

£

3,135,203

(3,135,203)

-

Fixtures, fittings and equipment

 

Motor

vehicles

 

 

Total

Cost

£

£

£

At 31 July 2009

36,592

46,136

82,728

 

Disposals in the period

 

(36,592)

 

 

(46,136)

 

 

(82,728)

 

At 31 July 2010

-

 

-

 

-

 

Depreciation

At 31 July 2009

28,396

31,115

59,511

Charge for the period

Eliminated on disposals

8,196

(36,592)

 

-

(31,115)

 

8,196

(67,707)

 

At 31 July 2010

-

 

-

 

-

 

Net book values

 

At 31 July 2010

 

-

 

 

-

 

 

-

 

At 31 July 2009

8,196

 

15,021

 

23,217

 

 

Included above are assets held under finance leases or hire purchase contracts as follows :

 

 

 

 

Motor

vehicles

 

£

 

Net book values

 

 

At 31 July 2010

-

 

 

At 31 July 2009

 

15,021

 

 

 

WREN EXTRA CARE GROUP PLC

 

NOTES TO THE INTERIM RESULTS

 

5.

Plant and equipment (cont'd)

 

Depreciation charge for the period

6 months ended

31 July 2010

6 months ended

31 July 2009

Year

 ended

31 July 2010

Year

ended

31 July 2009

Six months to 31 January 2010

 

4,184

 

 

12,030

 

 

8,196

 

 

24,079

 

 

 

6.

Investment Property Fair Value

 

31 July

 2010

£

 

31 July

2009

£

Balance bought forward

230,000

230,000

Write off in year

Balance carried forward

(20,000)

210,000

-

230,000

Investment properties have been valued by the directors on 31 July 2010 at fair value at an open market value basis. An impairment charge has been made in the period of £20,000 (2009: £Nil).

 

The property rental income earned by the group from its investment property, which is leased out under an operating lease, amounted to £5,400 (31 January 2009: £2,685, 31 July 2009: £10,800). Direct operating expenses arising on the investment property in the period amounted to £3,310 (31 January 2009: £3,721, 31 July 2009 £9,500).

 

 

 

7.
Share Capital
 
 
 
31 July 2010
31 July 2009
 
 
 
 
 
£
£
 
Authorised
 
 
 
 
 
 
 
 
 
 
 
 
 
100,000,000 Ordinary shares of 10p each
 
10,000,000
 
10,000,000
 
 
 
 
 
 
 
 
 
Allotted, issued and fully paid
 
 
 
 
 
 
 
 
 
 
 
52,422,387 Ordinary shares of 10p each
 
5,242,238
 
5,242,238
 

 

 

 

 

 

 

WREN EXTRA CARE GROUP PLC

 

NOTES TO THE INTERIM RESULTS

8.

Operating lease arrangements

The Group as a lessee

The total of future minimum lease payments under non cancellable operating leases are as follows:

Land and Building

Other

31

July 2010

31

July 2009

31

July

2010

31 July

2009

Expiry Date :

Less than one year

£

33,210

£

33,210

£

1,565

£

1,565

In the second to fifth years inclusive

 

33,210

 

66,410

 

2,380

 

2,380

 

 

 

 

 

 

 

 

9.

Cash flow statement

Reconciliation of operating loss to operating cash flow

6 months ended

31 July 2010

6 months ended

31 July 2009

Year

 ended

31 July 2010

Year

ended

31 July 2009

£

£

£

£

Loss from operations

(12,292,473)

(524,421)

(12,771,870)

(1,073,604)

Depreciation and loss of assets

 

5,853,420

 

31,277

 

5,853,420

 

67,088

Share option costs

-

-

-

92,088

Decrease/(Increase) in work in progress

 

4,088,463

 

124,317

 

4,088,463

 

(61,425)

Decrease/(Increase) in receivables

 

1,761,465

 

(271,116)

 

1,761,465

 

(763,447)

Increase/(Decrease) in payables

 

122,749

 

110,729

 

122,749

 

(349,209)

 

 

 

 

 

 

Cash flows from operating activities

 

(466,376)

 

(529,214)

 

(945,773)

 

(2,088,509)

 

 

 

 

 

 

 

WREN EXTRA CARE GROUP PLC

 

NOTES TO THE INTERIM RESULTS

 

 

10.

Share based payments - Equity-settled share option plans

The Group offers vested share options, without payment, to senior employees. On 10 July 2008 the first such share options were granted to three employees, to subscribe for a total of 450,000 shares at a price of 16p. The options are exercisable between 10 July 2011 and 10 July 2018.

The fair values of the options granted on 10 July 2008 under the share option scheme and expected to vest have been calculated using the Black-Scholes option pricing model. The following inputs were used in the calculation:

Share price at date of grant

16p

Expected volatility

53.54 %

Expected life

3 years

Risk free rate

4 %

Expected volatility was based on flotation on Plus Markets (formally OFEX) in November 2001 to the date of the grant.

 

On 7 August 2008 share options were granted to the directors and certain key employees to subscribe for a total of 3,732,238 shares at a price of 15p. The share price at the date of the grant was 15p. The options are exercisable between 7 August 2009 and 7 August 2018.

 

The fair values of the options granted on 7 August 2008 under the share option scheme and expected to vest have been calculated using the Black-Scholes option pricing model. The following inputs were used in the calculation:

 

 

Share price at date of grant

11.75p

Expected volatility

53.54%

Expected life

10 years

Risk free rate

4%

 

 

 

The option outstanding at 31 July 2010 had a weighted average remaining contractual life of 8 years (time until options expire). The group recognised total expenses of £64,000 (31 January 2010 £24,000, 31 July 2009: £82,354 31 January 2009 £NIL) in respect of the fair value of these options.

11

Transactions with Directors

 

 

During the period £NIL (31 January 2009 £15,000, 31 July 2009 £39,579) was paid to Haines Watts (of which P Self is a partner) for the provision of consultancy services.

 

During the period £6,000 (31 January 2010 31 January 2009 £6,000 31 July 2009 £12,000) was charged by B Nathan but not drawn and £6,000 (31 January 2010, £6,000 31 January 2009: Nil, 31 July 2009:£12,000) was charged by but not drawn J Butterfield for their services as non-executive directors in the period to 31 July 2010.

 

On 7 August 2008 certain directors were granted the following share options:

 

 

B Nathan

100,000

 

P Treadaway

762,238

 

 

 

WREN EXTRA CARE GROUP PLC

 

NOTES TO THE INTERIM RESULTS

 

 

11

Transactions with Directors (continued)

 

 

J Butterfield

1,320,000

 

P Self

500,000

 

 

Details of the terms of the options are shown under note 10.

 

 

 

12

Convertible loan note

The convertible loan note was issued on 31 October 2008. The note is convertible into ordinary shares of the company at any time by the loan note holder between the date of issue of the note and 31 October 2013. On issue, the loan note was convertible at 30,000,000 Ordinary shares at 10p.

Interest of 5% per annum will be paid quarterly until the settlement date.

The loan has been recognised at fair value, using the market rate for a similar instrument of 7.5% for the purposes of the valuation. The difference between the nominal value of the loan and the fair value has been recognised directly in profit or loss as a finance charge.

The fair value of the convertible loan note has been split between a liability element and an equity component, to represent the fair value of the embedded option to convert the liability into equity of the group, as follows:

£

Nominal value of convertible loan notes issued

3,000,000

Equity component

(303,441)

 

Liability component at date of issue

2,696,559

Deferred tax thereon

Interest component

74,968

51,492

 

Liability component at 31 July 2010

2,823,019

 

13.

Availability

 

 

Copies of the interim results will be available to all shareholders at the registered office of the Company, Cade Barn Old Heathfield East Sussex TN21 8RL and at the Company's website: www.wrenextracare.co.uk.

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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