30th Jun 2010 07:00
DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2010
COMPANY INFORMATION:
Directors M Fairey
Baroness D Kingsmill
T Eccles
H Osmond
A McIntosh
E Hawkes
Secretary A Bradshaw
Company number 07062201
Registered office 54 Baker Street
London
W1U 7BU
Registrars Capita Registrars Ltd
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Auditors KPMG Audit Plc
8 Salisbury Square
London
EC4Y 8BB
Legal advisers Pinsent Masons LLP
1 Park Row
Leeds
LS1 5AB
Brokers Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT
Credit Suisse Securities (Europe) Ltd
One Cabot Square
London
E14 4QJ
Operator Horizon Acquisition Company Adviser LLP
54 Baker Street
London
W1U 7BU
INTERIM REPORT FOR THE SIX MONTHS ENDED 30 APRIL 2010
The directors present their report and financial statements for the period commencing 30 October 2009 and ended 30 April 2010.
Introduction and Business Strategy
Horizon Acquisition Company was admitted to the London Stock Exchange on 9 February 2010. The strategy for the business being to raise gross proceeds of at least £400m through a placing on the London Stock Exchange. The company is to use the funds raised to acquire one company or business that has significant operations in the UK. The company is seeking to acquire a large, fundamentally sound business with strong underlying cash flows which has been constrained by a highly leveraged capital structure and by a combination of ownership, lender, management and financial issues.
The Board believes that the Company's combination of cash and listed equity will enable holders of Ordinary Shares to make attractive returns from restructuring a major company or business that has taken on too much leverage. Specifically, the Board will only approve the Acquisition if it believes that the terms of the Acquisition will enable holders of Ordinary Shares to receive (over the medium term) returns that recognise and reward the attributes that the Company brings to the restructuring process for that major business.
Whilst the Board is responsible for the Company's objective and business strategy and its overall supervision (including the approval of the Acquisition), the Company has outsourced most of its operating functions, including the identification and assessment of acquisition opportunities, and the design and execution of the restructuring process and setting the strategy for the acquired company or business, to the Operator, a newly established UK limited liability partnership. The members of the Operator are the Founders and the Company. During the period under review the Operator has reviewed a number of acquisition opportunities and met with various advisers to debt laden companies. Some of these may lead to formal offers by the Company in due course.
The Operator is managed by the Founders. The Founders are H Osmond, A McIntosh, E Hawkes, M Allen, M Jonas and E Spencer-Churchill.
Results for the half year
During the period ended 30 April 2010 the Board commenced the implementation of the company strategy by reviewing a number of acquisition targets. The directors remain confident that a suitable target will be acquired within the medium term.
The consolidated income statement for the period ended 30 April 2010 shows a loss before tax of £2.5m. This loss is after charging professional fees, the operator fee for the period and Directors fees as set out in the prospectus.
At the end of the period the company had cash balances of £402.9m
No dividends were declared or approved during the period.
Directors and their interests
The directors who held office during the period to 30 April 2010 and their beneficial interest in shares of the company were as stated below:
|
|
No. of ordinary shares |
No. of Founder shares |
No. of Founder securities |
No. of ordinary shares under option pursuant to the founder option |
|
M Fairey |
10,000 |
- |
- |
- |
|
D Kingsmill |
10,000 |
- |
- |
- |
|
T Eccles |
14,130 |
- |
- |
- |
|
H Osmond |
412,500 |
2,722,500 |
15,833 |
1,375,000 |
|
A McIntosh |
300,000 |
1,980,000 |
13,333 |
1,000,000 |
|
E Hawkes |
150,000 |
990,000 |
10,000 |
500,000 |
Risks and uncertainties
The Company currently holds its assets in sterling deposits which are held in several banks in order to reduce any risk attached. The Board monitors the situation on an ongoing basis. While the Board believes that an acquisition can be completed in the medium term there is no certainty that it will achieve this objective if it is unable to identify a suitable target.
Directors' responsibilities
We confirm that to the best of our knowledge:
• the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;
• the interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the period and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining period of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the period and that have materially affected the financial position or performance of the entity during that period;
On behalf of the board
M Fairey
Chairman
29 June 2010
INDEPENDENT REVIEW REPORT TO Horizon Acquisition Company PLC
Introduction
We have been engaged by the company to review the condensed set of financial statements in the interim financial report for the period ended 30 April 2010 which comprises the consolidated balance sheet, the consolidated statement of comprehensive income the consolidated statement of changes in equity and the consolidated statement of cash flows and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FSA.
As disclosed in note 1, the annual financial statements of the group will be prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the interim financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the period ended 30 April 2010 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.
Rees Aronson for and on behalf of KPMG Audit Plc Chartered Accountants KPMG Audit Plc
8 Salisbury Square
London
EC4Y 8BB 29 June 2010
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 APRIL 2010
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Notes |
|
|
£'000 |
|
Revenue |
|
|
|
|
- |
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
|
|
(3,302) |
|
Operating loss |
|
|
|
|
(3,302) |
|
|
|
|
|
|
|
|
Financial income and similar income |
|
|
|
|
754 |
|
|
|
|
|
|
|
|
(Loss) before taxation |
|
|
|
|
(2,548) |
|
|
|
|
|
|
|
|
Taxation |
|
|
|
|
- |
|
(Loss) for the period |
|
|
|
|
(2,548) |
|
|
|
|
|
|
|
|
Basic (loss) per share |
|
|
|
|
(6.29)p |
|
Diluted (loss) per share |
|
|
|
|
(6.29)p |
|
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEET AS AT 30 APRIL 2010 - Co. 07062201
|
|
|
|
|
2010 |
||||
|
|
Notes |
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other receivables |
2 |
|
|
|
|
1,617 |
|
|
|
Cash and cash equivalents |
|
|
|
|
|
402,859 |
|
|
|
|
|
|
|
|
|
404,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
|
|
|
|
|
404,476 |
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
3 |
|
|
|
|
(147) |
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
|
|
|
(147) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NON CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Financial Liabilities |
4 |
|
|
|
|
(10,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NON CURRENT LIABILITIES |
|
|
|
|
(10,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
|
|
|
|
|
(10,147) |
|
|
|
|
|
|
|
|
|
|
|
TOTAL NET ASSETS |
|
|
|
|
|
|
|
394,329 |
|
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Called up share capital |
5 |
|
|
|
|
|
|
4,101 |
|
Share premium |
|
|
|
|
|
|
|
392,641 |
|
Retained earnings |
|
|
|
|
|
|
|
(2,413) |
|
TOTAL EQUITY |
|
|
|
|
|
|
|
394,329 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 APRIL 2010
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Share capital |
Share premium |
Retained earnings |
Total equity |
|
Balance at 30 October 2009 |
- |
- |
- |
- |
|
|
|
|
|
|
|
Issued share capital
|
4,101 |
|
|
4,101 |
|
Issued share capital - premium |
|
401,046 |
|
401,046 |
|
Issue costs |
|
(8,405) |
|
(8,405) |
|
Equity settled share based payment |
|
|
135 |
135 |
|
Total comprehensive income |
|
|
(2,548) |
(2,548) |
|
|
|
|
|
|
|
Balance at 30 April 2010 |
4,101 |
392,641 |
(2,413) |
394,329 |
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Notes |
|
|
£'000 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
(3,302) |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in prepayments |
|
|
|
|
(1,398) |
|
Change in accruals |
|
|
|
|
(219) |
|
Changes in trade and other payables |
|
|
|
|
147 |
|
Equity settled share based payment expense |
|
|
|
|
135 |
|
|
|
|
|
|
|
|
Net cash (used in) operating activities |
|
|
|
|
(4,637) |
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Interest received |
|
|
|
|
754 |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from the issue of share capital |
|
|
|
|
405,147 |
|
Issue costs |
|
|
|
|
(8,405) |
|
Proceeds from the issue of founder shares and founder securities |
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
402,859 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at 30 October 2009 |
|
|
|
|
- |
|
Cash and cash equivalents at 30 April 2010 |
|
|
|
|
402,859 |
HORIZON ACQUISITION COMPANY PLC
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 APRIL 2010
1 Accounting Policies
Basis of preparation
Horizon Acquisition Company PLC is a company incorporated in England and Wales. The condensed consolidated interim financial statements of the Company as at and for the period ended 30 April 2010 comprise the Company and its subsidiary (together referred to as the"Group").
These condensed consolidated interim financial statements are prepared under historical cost convention and in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements.
There are no comparatives as this is the Company's first reporting period. The Company was incorporated on 30 October 2009 and was admitted to trading on the London Stock Exchange on 9 February 2010
The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they have adopted the going concern basis of accounting in preparing the interim financial statements.
These condensed consolidated interim financial statements were approved by the Board of Directors on 29 June 2010
Financial assets
Cash and cash equivalents comprises cash in hand and deposits repayable on demand.
Taxation
Deferred tax arises on all material timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, unless otherwise required by IAS 12. A deferred tax asset is not recognized as the Board cannot commit with any certainty that taxable profits will be available against which to set the deferred tax asset.
Corporation tax payable is provided on taxable profits at the current rate of tax.
Segmental reporting
IFRS8 requires the Company to disclose information about its operating segments and the geographic areas in which it operates. It requires identification of operating segments on the basis of internal reports that are regularly reviewed by the entity's chief operating decision maker in order to allocate resources to the segment and assess its performance. As no operating activities are carried out in the Company, no operating segments can be identified and therefore no segmental information has been presented.
Classification of Founder Shares and Founder Options
Following the adoption of IAS 32, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the company (or group as the case may be) to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company (or group); and
(b) where the instrument will or may be settled in the company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the company's own equity instruments or is a derivative that will be settled by the company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
The founder shares and founder securities are not exchangeable for a fixed number of ordinary equity shares. The number of ordinary shares issued in respect of these instruments is governed by various factors including the share price at the date of conversion. In accordance with IAS 32 and IAS 39, the founder shares and founder securities are classified as non-derivative financial liabilities that are initially measured at fair value and subsequently measured at amortised cost using the effective interest rate method.
Share based payments
In accordance with IFRS2, share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share based payment transactions, regardless of how the equity instruments are obtained by the Group.
The structure of the Founder Shares, Founder Options, Founder Securities and Share-matching scheme entitle certain directors and founder members to acquire ordinary shares upon the occurrence of various events and performance conditions. The fair value of share entitlements granted is recognised as an expense with a corresponding increase in equity. The fair value of the share entitlements is measured at grant date and spread over the period during which the holders become unconditionally entitled to them. The fair value of the share entitlements granted is measured taking into account the terms and conditions upon which they were granted. The amount recognised as an expense is adjusted to reflect the actual number of share entitlements that vest. The schemes are equity settled and therefore, there is no requirement to re-assess the value at each balance sheet date.
2 Trade and other receivables
|
|
|
|
2010 |
|
|
|
|
£'000 |
|
Prepayments |
|
|
1,398 |
|
VAT |
|
|
219 |
|
|
|
|
1,617 |
|
|
|
|
|
3 Trade and other payables
|
|
|
|
2010 |
|
|
|
|
£'000 |
|
Accruals |
|
|
84 |
|
PAYE |
|
|
51 |
|
Other creditors |
|
|
12 |
|
|
|
|
147 |
|
|
|
|
|
4 Financial liabilities
The Founder Shares are redeemable convertible preference shares in the Company. Following the completion of the Acquisition, the Founder Shares will be capable of conversion by the Company at the option of the Company or upon the occurrence of certain events (into such number of Ordinary Shares as comprise 5 per cent. of the issued Ordinary Share capital of the Company on a fully diluted basis). In the event that the Company is put into a winding up prior to the Acquisition, the Ordinary Shares will rank ahead of the Founder Shares in relation to any distribution of assets until the holders of Ordinary Shares have in the aggregate received the Priority Return Sum.
The Founder Securities are B ordinary shares in the Subsidiary. Subject to the completion of the Acquisition and the satisfaction of the performance condition referred to below, the holders of the Founder Securities have the right to require the Company to acquire the Founder Securities in exchange for the issue to the holders of the Founder Securities of such number of Ordinary Shares as have a value equal to 15 per cent. of the difference between (1) the market capitalisation of the Company at that time (plus the aggregate value created for those parties with outstanding options or convertible securities (over or in respect of Ordinary Shares) which have an exercise (or subscription or conversion) price of less than the market price for an Ordinary Share at that time) and (2) a deemed market capitalisation of the Company which is the product of the number of Ordinary Shares in issue at that time and the Adjusted Issue Price.
The performance condition is satisfied:
once the price per Ordinary Share has reached (for any 20 Business Days out of 30 successive Business Days) a closing price equal to the greater of (i) an equivalent of a compound rate of return from Admission on the Adjusted Issue Price equal to 8.25% per annum accrued daily and compounded quarterly and (ii) an amount equal to a 25% increase in the Adjusted Issue Price (such closing price, the "Threshold Price"); or
on the occurrence of a Change of Control in relation to the Company, subject (where the Change of Control results from an offer to holders of the Ordinary Shares) to that offer being at an equivalent price per Ordinary Share equal to (or greater than) the Threshold Price.
Following any exercise by a holder of the Founder Securities of its exchange rights, the Company will have the option to pay cash equivalent to the holder of such Founder Securities, instead of issuing Ordinary Shares. In the event that the performance condition has not been satisfied by the date falling 5 years from the date of the Acquisition, the Company will be able to acquire all of the Founder Securities for nil consideration.
The founder shares and founder securities are not exchangeable for a fixed number of ordinary equity shares. The number of ordinary shares issued in respect of these instruments is governed by various factors including the share price at the date of conversion. In accordance with IAS 32 and IAS 39, the founder shares and founder securities are classified as non-derivative financial liabilities that are initially measured at fair value and subsequently measured at amortised cost using the effective interest rate method.
In the absence of quoted prices in an active market and the absence of observable inputs the Board has fair valued the financial liabilities based upon a valuation methodology which incorporates the conditions attaching to the instrument and the marketability as at initial recognition. Based upon this method, the founder shares and founder securities are considered to have a fair value which is equal to the initial acquisition price of £9,900,000 and £100,000 respectively.
The Board have carefully considered the potential risks attached to these financial instruments. The only underlying risk is in respect of liquidity. However, in view of the cash balances held by the Company, the Board consider that this risk is fully mitigated.
5 Called up share capital
|
|
|
|
2010 |
|
|
|
|
'000 |
|
Authorised |
|
|
|
|
|
|
|
|
|
Ordinary |
|
|
100,000 |
|
Deferred |
|
|
4,950 |
|
Founder shares and founder securities |
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid |
|
|
£'000 |
|
|
|
|
|
|
Ordinary |
|
|
4,051 |
|
Deferred |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,101 |
|
|
|
|
|
|
Founder shares and founder securities classified as financial liabilities |
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
The Company was incorporated on 30 October 2009.
The Founders are H Osmond, A McIntosh, E Hawkes, M Allen, M Jonas and E Spencer-Churchill.
On incorporation one Ordinary Share was issued fully paid to Pinsent Masons Director Limited and was transferred to H Osmond on 6 November 2009. Such Ordinary Share was then transferred by H Osmond to M Allen on 25 November 2009.
On 25 November 2009, the share capital was increased by the issuance of 49,999 ordinary shares of £1 each at par to M Allen. On 24 December 2009, each issued ordinary share of £1 was sub-divided into one ordinary share of 1 pence and 99 deferred shares of 1 pence each (and the resulting ordinary shares of 1 pence each were then consolidated into ordinary shares of 10p each).
On 24 December 2009 the Founders subscribed for 9,900,001 Founder Shares in the capital of the Company at a subscription price of 100 pence each and for 100,000 Founder Securities in the capital of the Subsidiary at a subscription price of 100 pence each.
On 24 December 2009 the Company subscribed for 9,900,000 A ordinary shares in the capital of the Subsidiary at a subscription price of 100 pence each.
The Founder Shares and the Founder Securities also have the benefit of various minority protection rights.
The Company has also granted to the Founders the right (but not the obligation) to subscribe for 5 million new Ordinary Shares at the Adjusted Issue Price by no later than the completion of the Acquisition (and with the aforementioned number of Ordinary Shares being adjusted appropriately for corporate events such as consolidations or sub-divisions of the Ordinary Shares) (the "Founder Option"). The Model Code will apply to all future dealings by the Directors, including in respect of any exercise of the Founder Option (and to any Ordinary Shares issued pursuant to any exercise of the Founder Option).
The Independent Non-Executive Directors were invited to participate in the Placing up to a maximum subscription of £100,000 each. To the extent that they so participate they will be granted the right (subject to certain conditions) to subscribe at nominal value for up to 2 Ordinary Shares for every New Ordinary Share subscribed by them (the "share matching scheme").
The Company was listed on the London Stock Exchange on 9 February 2010. On 5th March 2010 the Company allotted 509,700 Ordinary shares in accordance with the over allotment optionexercised by Credit Suisse Securities (Europe) Limited, acting as stabilising manager in connection with the placing of Horizon's ordinary shares. Following admission of the Over-Allotment Shares, there are 40,514,700 ordinary shares in issue.
No audited financial statements have been made up and no dividends have been declared or paid since the date of incorporation.
6 Share based payments
In accordance with IFRS2 share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group.
A description of the structure of the Founder Shares, Founder Options, Founder Securities and Share-matching scheme is included in notes 4 and 5.
In respect of the Founder shares, Founder options and Founder securities there are no future service conditions attaching to these instruments and therefore they have deemed to have vested at grant date.
The fair value of the share entitlements granted is measured taking into account the terms and conditions upon which they were granted. The Board has applied these principles and has concluded that the Founder shares, Founder securities and Founder option were issued at fair value at the grant date. Therefore there is no charge required in respect of these instruments in the financial statements
The Independent Non-Executive Directors were each entitled to participate in the Placing by subscribing for New Ordinary Shares at the Placing Price, up to a maximum subscription of £100,000 each.
Pursuant to deeds entered into between each of the Independent Non-Executive Directors and the Company, the Independent Non-Executive Directors each have a right to subscribe, in two tranches, for up to a maximum of two Ordinary Shares (at a price per share equal to the nominal value of an Ordinary Share) ("Matching Shares") for every New Ordinary Share acquired by that Independent Non-Executive Director in the Placing. The Independent Non-Executive Directors will be entitled to exercise his (or her) right to subscribe for:
(a) the first of these Matching Shares either on or after the first anniversary of his (or her) appointment as a non-executive director of the Company or on or after the date of the completion of the Acquisition, whichever date is later; and
(b) the second of these Matching Shares either on or after the second anniversary of his (or her) appointment as a non-executive director of the Company or on or after the date of the completion of the Acquisition, whichever date is later.
No Matching Shares may be subscribed by an Independent Non-Executive Director if at the time of such subscription the Independent Non-Executive Director is no longer a non-executive director of the Company or if such Independent Non-Executive Director no longer holds the New Ordinary Share
(subscribed for in the Placing) to which the Matching Share relates.
In respect of the Independent Non-Executive Directors share matching award the Board have calculated the cost based upon the fair value and taking into account the vesting period and using the Black Scholes methodology. This is on the basis that a maximum of 60,000 ordinary shares can be subscribed for under the share matching award and that during the period no subscription was forfeited, expired, exercised or exercisable. The weighted average life remaining is 304 days and the Black Scholes calculation has been based on a volatility of 25% (based on the FTSE 250 index for the previous 3 years) and a risk free interest rate of 0.76% (based on 2 year UK Government Bond). Based on this the charge for the period ending 30 April 2010 is £135,000
7 Reconciliation of shareholders' funds and movement on reserves
|
|
Share Capital |
Share Premium |
Profit & loss account |
Total shareholder's funds |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
At 30 October 2009 |
- |
- |
- |
- |
|
|
|
|
|
|
|
(Loss)/profit for the period |
- |
- |
(2,548) |
(2,548) |
|
Equity settled share based payment |
|
|
135 |
135 |
|
Issued and fully paid share capital |
4,101 |
- |
- |
4,101 |
|
Share premium |
- |
401,046 |
- |
401,046 |
|
Issue costs |
- |
(8,405) |
- |
(8,405) |
|
|
|
|
|
|
|
At 30 April 2010 |
4,101 |
392,641 |
(2,413) |
394,329 |
|
|
|
|
|
|
8 Related party transactions
Whilst the Board is responsible for the Company's objective and business strategy and its overall supervision (including the approval of the Acquisition), the Company has outsourced most of its operating functions, including the identification and assessment of acquisition opportunities, and the design and execution of the restructuring process and setting the strategy for the acquired company or business, to the Operator, a newly established UK limited liability partnership (Horizon Acquisition Adviser LLP). The members of the Operator are the Founders (see above) and (in respect of a minority participating interest held for regulatory reasons), the Company. The Operator is managed by the Founders.
During the period a fee of £1.25m payable to the operator was incurred in accordance with the terms as set out in the operator agreement.
- End -
Enquiries:
Citigate Dewe Rogerson +44 (0) 207 638 9571
Anthony Carlisle +44 (0) 7973 611 888
Related Shares:
APR.L