20th Sep 2007 07:01
Westminster Group PLC20 September 2007 For Immediate Release 20 September 2007 Westminster Group Plc: Maiden Interims Interim Results for the six months ended 30 June 2007 Westminster Group Plc ('Westminster' or 'the Company'), the AIM listed supplierof system solutions and products to the security, defence, fire protection andsafety markets worldwide, announces interim results for the six months ended 30June 2007. These are the Company's first results since its successful admissionto AIM in June 2007. Westminster, which operates globally from its headquarters in Banbury,Oxfordshire, provides solutions for its clients via a network of agents whooperate at a local level in their respective territories. The agents commissionwork forces locally and support the clients locally giving unparalleledin-territory knowledge and after sales service. Commenting on the results, Peter Fowler, Chief Executive of Westminster Group,said: "2007 has been very significant in terms of developments within the business.The highly successful IPO in June has given Westminster much greater financialstrength and an enhanced corporate profile, enabling us to grow and takeadvantage of the extensive opportunities in the global security, defence, fireand safety markets." Highlights • Successful IPO raising £3.1m • Subsequent placing of 450,000 shares at 70p per share (flotation price 67.5p) • Significantly strengthened balance sheet with £2.1million net cash • Open quote bank increased by £150m • Enquiries up 17% compared to 2006 • New agents appointed in Indonesia, Malaysia and Columbia bringing total to over 60 worldwide • Contracts won in Perimeter Fencing, Scanning equipment, Banking security systems and Microfilm window blast proof protection. (post period end) • Customers include BP, British Council, International Atomic Energy Agency • Middle East sales office opened in Dubai Office On current trading Peter Fowler commented: "The increasing rate at which orders are being won has enabled the Group to start the second half of 2007 on a very positive note. We are already starting to see the benefit of our efforts in the Middle East with the winning of a significant new contract valued at $900k USD from the Yemen. Our new Dubai operation is itself already starting to generate new enquiries. Enquiry levels continue to increase and we are seeing good conversion rates on those enquiries. With resources in place to permit the development of the business, the Boardlooks forward with confidence to the second half of 2007 and beyond." Enquiries: Peter Fowler 01295 756 300Chief Executive - Westminster Group Plc Charlie Cunningham 020 7600 1658JM Finn & Co Tom Cooper/Paul Vann 020 7256 9445Winningtons Financial Chairman's Statement I am pleased to provide this, my first report as Chairman of the WestminsterGroup Plc ('the Group'), in what has been a significant period in our history.The successful flotation on AIM in June 2007 ensures that we can continue toexpand our operating base, strengthens our balance sheet and allows us to investfurther in our delivery network. Many emerging economies are benefiting from the opportunities and prosperitypresented by international trade and are flourishing as a result. In order tofully capitalise on these market opportunities, Governments and largecorporations have no alternative but to invest in effective security, defence,fire and safety solutions, to protect their commercial interests and staff fromthe ever-present threat of international terrorism. Following the recent IPO,the Group is now much better positioned to capitalise on these opportunitiesthrough our network of agents located in over 40 countries worldwide, whocontinue to be active in identifying and developing opportunities to sustain ourfuture growth. The Group has continued to make strong progress in developing its pipeline ofnew business opportunities, growing its open quote bank by £150m in the firstsix months of 2007. Enquiries are also accelerating at an unprecedented rate,with the size and complexity of our clients' requirements also significantlyincreasing. The enhanced profile of the Westminster Group and the demonstrableability to work with clients and suppliers to find innovative and effectivesolutions, combined with the benefits of the successful IPO, enable the board tobe confident of further opportunities to penetrate this fast evolving sector. In providing this report I would like to take the opportunity to express myappreciation to all our employees who have worked extremely hard during theperiod, particularly given the extra workload relating to the IPO. Our successand achievements to date are largely down to their efforts. I was particularlypleased to see that a number of our employees decided to invest personally inour shares at the IPO. Lt. Col Sir Malcolm Ross GCVO, OBEChairman Chief Executive's Statement Overview The Group's principal activity is the design, supply and ongoing support ofadvanced technology solutions in the security, defence, fire and safety markets.Westminster sells to Governments and related agencies, high profilenon-governmental organisations and blue chip commercial organisations. Ourclients are served through a network of more than 60 agents located in over 40countries. Apart from our international reach, our key strengths are ourindependence from equipment manufacturers, superior product knowledge and ourpride in high service levels. The decision to focus on our more lucrative international markets, wherecompetition is less pronounced in comparison to the Group's traditional markets,is starting to pay dividends. We have reinforced our position as a credibleinternational security organisation and are pleased with the increased size andquality of the contracts for which we have been selected to tender, although theprincipal benefits from the increased levels of corporate activity are likely tobe reflected in later accounting periods. Operations review Trading in the first half of 2007 was in accordance with management'sexpectations and the highlights include: • Open quote bank increased by £150m • Enquiries up 17% compared to 2006 • Successful IPO raising £3.1m • Significantly strengthened balance sheet with £2.1m net cash • New agents appointed in several countries Activity levels The credibility of the Westminster Group has been significantly enhanced in 2007not least by the success of the IPO and the status provided by a London StockMarket listing. Whilst revenues for the half year to 30 June show modest growth,a number of significant contract wins have been announced since the period end.The Group is also in late stage negotiations for a number of high profileprojects in the Middle East which leads the Board to view growth prospects forthe full year with confidence. Recent contract awards include the securing ofrepeat business to fit out branch offices of a leading African banking group,following the previously successful implementation of pilot systems to its HQoffices; substantial orders valued at $0.5m to supply specialist scanningdevices and equipment to various Middle Eastern agencies and the supply ofperimeter detection systems to a multi site operation of a global energy companybased in the Yemen, valued at approximately $0.9m. The order book has increasedfrom £1.5m at 30 June 2007 to £2.7m at 31 August 2007. The Group responded to 691 enquiries during the first half of 2007, an increaseof 17% over the first half of 2006. Whilst many of these are long term in natureand not all will convert into orders, the Board believes that the increasingrate of enquiries and quote activity underpins its confidence in the Group'sgrowth prospects. New agents The Group's strategy is to continue to expand its network of local agents andbreadth of product solutions provided. A local presence enables negotiations tobe much more effective and fluid in nature yet can be controlled centrally,giving the Group much greater flexibility. Also, working closely with keysuppliers has enabled our staff to more easily identify effective and innovativesolutions, thereby benefiting our clients and enhancing our product and serviceoffering. In accordance with our international expansion plans, investment hascontinued with new agents appointed in Indonesia, Malaysia, Columbia, Bulgaria,Thailand and the Philippines. These agents are already generating enquiries andorders. We are particularly pleased to have expanded our operations in SouthAmerica where we have identified significant opportunities. In addition, the Group has opened an office in Dubai to identify businessdevelopment opportunities and provide after sales support to the Middle Eastregion. We have appointed staff with considerable industry experience and localknowledge and leased prestigious offices on the 41st floor of the EmiratesTowers, in the heart of the commercial centre of Dubai. Financial review The highlight of the period was the successful IPO in June 2007. The flotationraised £3.1m in cash before expenses. In response to investor demand, in July2007 we issued 450,000 additional shares thereby raising a further £315,000before expenses at the price of 70p per share, compared to the flotation priceof 67.5p. This has enabled further investment in the Group's infrastructure tosupport the business, development of branch offices in key strategic locations,as well as the expansion and promotion of the strength of the Group's offeringin target markets. The Group recorded a modest 1% increase in revenues compared with the six monthsto 30 June 2006, which does not of course reflect the significant investmentrecently made in the Group since the end of the period, the benefits of whichthe Directors believe are yet to show through. Recognised income was splitfairly evenly in the period between the overseas and UK operations. The Groupcontinues to work for a variety of high profile international clients includingBP, British Council and the International Atomic Energy Agency, as well as largeUK lead contractors on a variety of significant residential and commercialdevelopments. Administrative expenses in the period increased to £396,000 and reflect both theinvestment in staff and development of our presence in the global market place.The Board is proud of the passion and efforts of its dedicated and enthusiasticteam not only to find practical, innovative solutions to clients' needs but alsoto identify and negotiate leads from around the world. The costs of the IPOtotalled £628,000 of which all but £66,000 have been offset against the sharepremium account. Overall the Group recorded a loss for the period of £182,000 representing abasic loss per share of 2.2p (2006: 3.0p). Eliminating the costs of the IPO andloss on discontinued activities, the adjusted loss per share remained fairlyconstant at 1.4p per share (2006: 1.5p). The IPO has enabled the Group to repay bank borrowings and at 30 June 2007 wehad cash reserves of £2.1m. The Group now reports under International Financial Reporting Standards. Themajor result of the transition is that the Group can now value its freeholdproperty on a market value basis. Outlook The increasing rate at which orders are being won has enabled the Group to startthe second half of 2007 on a very positive note. The Board is confident that ifthe rate of contract wins continues, we would expect a solid financialperformance for the full year. The IPO involved a significant amount of staff time and effort. The Boardcontinues to be impressed by our staff's dedication and enthusiasm. It isexpected that with the IPO now completed, the business can focus solely ondeveloping and closing contract opportunities. We also made a commitment to enhance the Group's website to allow, inparticular, for French and Spanish language versions which will be progressedthroughout the second half of 2007. The development of the website is alsocrucial to the Group's strategic model and the ongoing work will improve thelook and navigation around a rapidly expanding product offering, as well asimprove the management of the website. With resources in place to permit the development of the business, the Boardlooks forward with confidence to the second half of 2007 and beyond. Peter FowlerChief Executive Officer Consolidated Income Statement Note 6 months to 30 6 months to 30 15 months to Jun Jun 31 Dec 2007 2006 2006 Unaudited Unaudited Unaudited £'000 £'000 £'000 Revenue 706 696 2,011 Cost of sales (481) (473) (1,404) -------- -------- --------Gross profit 225 223 607 Administrative expensesGeneral (396) (345) (847)IPO preparation expenses (66) - - -------- -------- --------Total (462) (345) (847) -------- -------- -------- -------- -------- --------Loss before financing costs (237) (122) (240) Financing costs (24) (19) (46)Finance income 1 - - -------- -------- --------Loss before tax (260) (141) (286) Income tax benefit 4 78 42 107 -------- -------- --------Loss from continuing operations (182) (99) (179) Loss on discontinued activities 5 - (101) (343) -------- -------- --------Loss for the financial period (182) (200) (522) ======== ======== ======== Loss per share (expressed in pence per share) Basic and fully diluted 6 (2.2) (3.0) (7.4) Consolidated Statement Of Changes In Equity Ordinary share Share premium Share based Revaluation Retained Total capital account payment reserve reserve earnings £'000 £'000 £'000 £'000 £'000 £'000 Balance at 30 675 - - 216 134 1,025September 2005 Profit forperiod fromcontinuingactivities - - - - 1 1 Loss forperiod fromdiscontinuedactivities - - - - (81) (81) ------- ------- ------- ------- ------- -------Totalrecognisedincome andexpense forthe period - - - - (80) (80) ------- ------- ------- ------- ------- -------Balance at31 December 2005 675 - - 216 54 945 Loss forperiod fromcontinuingactivities - - - - (99) (99) Loss forperiod fromdiscontinuedactivities - - - - (101) (101) ------- ------- ------- ------- ------- -------Totalrecognisedincome andexpense forthe period - - - - (200) (200) ------- ------- ------- ------- ------- -------Balance at30 June 2006 675 216 (146) 745 Loss forperiod fromcontinuingactivities - - - - (81) (81) Loss forperiod fromdiscontinuedactivities - - - - (161) (161) Revaluationof non-current - - - 49 - 49assets Deferred taxliability onrevaluationofnon-current - - - (12) - (12)assets ------- ------- ------- ------- ------- ------- Totalrecognisedincome andexpense forthe period - - - 37 (242) (205) Proceedsfrompayment ofpart paid 38 - - - - 38shares ------- ------- ------- ------- ------- ------- Totalrecognisedchanges inequity forthe 38 - - 37 - 38period ------- ------- ------- ------- ------- -------Balance at31 December 2006 713 - - 253 (388) 578 Loss forperiod fromcontinuingactivities - - - - (182) (182) ------- ------- ------- ------- ------- -------Totalrecognisedincome andexpense forthe period - - - - (182) (182) Directorsloansconvertedintoordinary 191 - - - - 191sharecapital Sharecapitalissued for 453 2,609 - - - 3,062cash Expenses inconnectionwith IPO - (562) - - - (562) Share basedpayments - - 1 - - 1 ------- ------- ------- ------- ------- -------Totalrecognisedchanges inequity forthe 644 2,047 1 - - 2,692period ------- ------- ------- ------- ------- -------Balance at30 June 2007 1,357 2,047 1 253 (570) 3,088 ======= ======= ======= ======= ======= ======= Consolidated Balance Sheet Note 30 Jun 30 Jun 31 Dec 2007 2006 2006 Unaudited Unaudited Unaudited £'000 £'000 £'000 AssetsNon-current assetsProperty, plant and equipment 967 972 985Deferred tax asset 185 42 107 -------- -------- --------Total non-current assets 1,152 1,014 1,092 -------- -------- -------- Current assetsInventories 67 157 86Trade and other receivables 665 581 340Current asset investments 1,500 - -Cash and cash equivalents 646 119 1 -------- -------- --------Total current assets 2,878 857 427 -------- -------- -------- -------- -------- --------Total assets 4,030 1,871 1,519 ======== ======== ======== Shareholders' equityIssued capital 9 1,357 675 713Share premium 2,047 - -Share based payment reserve 1 - -Revaluation reserve 253 216 253Retained earnings (570) (146) (388) -------- -------- --------Total equity 3,088 745 578 -------- -------- -------- LiabilitiesNon-current liabilitiesInterest bearing loans and borrowings 11 9 21 16Deferred tax liabilities 64 52 64 -------- -------- --------Total non-current liabilities 73 73 80 -------- -------- -------- Current liabilities Interest bearing loans and borrowings 11 5 514 606Trade and other payables 864 539 255 -------- -------- --------Total current liabilities 869 1,053 861 -------- -------- -------- Total liabilities 942 1,126 941 -------- -------- --------Total equity and liabilities 4,030 1,871 1,519 ======== ======== ======== Consolidated Cash Flow Statement Note 6 months to 30 6 months to 30 15 months to Jun Jun 31 Dec 2007 2006 2006 Unaudited Unaudited Unaudited £'000 £'000 £'000Cash flows from operating activities Loss for the financial period (182) (200) (522)Income tax expense (78) (42) (107)Finance income (1) - -Finance costs 24 19 46Depreciation and amortisation 20 9 66Increase in inventories 19 - 65(Increase)/decrease in tradeand other receivables (324) 251 733Increase/(decrease) in tradeand other payables 280 336 (455)Negative goodwill - - (12)Share-based payment 1 - -Interest paid (24) (19) (46)Tax paid - - (2) -------- -------- --------Net cash (used)/generated in fromoperating activities (265) 354 (234) -------- -------- -------- Cash flows from investing activitiesPurchase of property, plant andequipment (8) (19) (58) Proceeds from disposal of property, plant and equipment - - 14 Acquisition of subsidiary netof cash acquired - - (27) -------- -------- --------Net cash used in investingactivities (8) (19) (71) -------- -------- -------- Cash flows from financing activitiesGross proceeds from the issueof ordinary share capital 3,062 - - Proceeds from payment ofpart paid shares - - 38 IPO costs paid (228) - - Short term deposits (1,500) - - Loans from Directors 96 - 83 Repayment of borrowings - (10) (34) Finance lease repayments (2) (3) (2) -------- -------- --------Net cash generated/(used) from financing activities 1,428 (13) 85 -------- -------- -------- Net change in cash and cashequivalents 1,155 322 (220) Cash and cash equivalents atstart of period (509) (682) (289) -------- -------- --------Cash and cash equivalents atend of period 8 646 (360) (509) ======== ======== ======== Notes To The Financial Information 1. General information Westminster Group plc together with its subsidiaries (together the Group)design, supply and provide ongoing support for advanced technology security,safety, fire and defence solutions to a variety of government and relatedagencies, non-governmental organisations and mainly blue chip commercialorganisations. The Group operates through a global network of agents. 2. Basis of preparation Prior to 2006 the Group prepared its audited financial statements under UKGenerally Accepted Accounting Principles (UK GAAP). For the year ended 31December 2007 the Group is required to prepare its annual consolidated financialstatements in accordance with accounting standards adopted for use in theEuropean Union (International Financial Reporting Standards (IFRS)). These interim financial statements have been prepared in accordance with theaccounting policies set out below, taking into account the requirements andoptions in IFRS 1 'First-time adoption of International Financial ReportingStandards'. The Group has not adopted the reporting requirements of IAS 34'Interim Financial Reporting'. The transition date for the Group's applicationof IFRS is 1 October 2005 and the comparative figures for 30 June 2006 and 31December 2006 have been restated accordingly. Reconciliations of the balancesheets from previously reported UK GAAP to IFRS are shown in note 12. The consolidated interim statements are prepared on the basis of allInternational Accounting Standards (IAS) and IFRS published by the InternationalAccounting Standards Board (IASB) that are currently in issue. Elements ofuncertainty still surround the application of IFRS as the EU may not endorse allIASB pronouncements, new interpretations may be issued by the InternationalFinancial Reporting Interpretations Committee (IFRIC) on existing standards andbest practice continues to evolve. It is therefore possible that the accountingpolicies set out below may be updated by the time the Group prepares its firstfull set of financial statements under IFRS for the year ending 31 December2007. The information herein is unaudited and does not constitute statutory accounts.The comparative figures for the period ended 31 December 2006 are not thecompany's statutory accounts for that financial year. The statutory accounts forthe period ended 31 December 2006, prepared under UK GAAP (the UK GAAP financialstatements), have been reported on by the company's auditors and delivered tothe Registrar of Companies. The interim financial statements are unaudited andhave not been reviewed by the auditors. 3. Accounting policies This interim financial information has been prepared on the basis of theaccounting policies set out in the Group's historical financial information setout in the IPO admission document other than the following new policy. (a) Share-based Payments The Group operates an equity-settled share-based compensation plan. The fairvalue of the employee and other services received in exchange for the grant ofoptions is recognised as an expense over the vesting period, based on theGroup's estimate of awards that will eventually vest, with a correspondingincrease in equity. For plans that include market based vesting conditions, thefair value at the date of grant reflects these conditions. Fair value is determined using the Black-Scholes methodology. Non-market basedvesting conditions are included in assumptions about the number of options thatare expected to become exercisable. At each balance sheet date, the number ofoptions that are expected to become exercisable is estimated. The impact of anyrevision of original estimates, if any, is recognised in the income statement,with a corresponding adjustment to equity, over the remaining vesting period.The proceeds received when vested options are exercised, net of any directlyattributable transaction costs, are credited to share capital (nominal value)and share premium accounts. 4. Taxation A deferred tax benefit has been recognised in respect of the losses incurred inthe period to 30 June 2007 at 30%, being the effective Group rate currentlyanticipated for the financial year ending 31 December 2007. In the IFRS historic financial information published in the Admission Document,a deferred tax benefit was recognised in the period to 31 December 2006 of£107,000, which was not recognised in the UK GAAP financial statements for thatperiod. The difference in treatment arose from the perception of certainty ofrecovery of those losses in future years, which was affected by the IPO itself.This difference will be recognised as an IAS 8 adjustment on transition in theannual accounts. 5. Loss on discontinued activities The Company's loss making subsidiary, Westminster Technologies Limited, ceasedto trade in June 2006. Various property, plant and equipment and inventorieswere disposed of and certain liabilities were transferred to other Groupcompanies. 6. Loss per share Basic loss per share is calculated by dividing the earnings attributable toordinary shareholders by the weighted average number of ordinary sharesoutstanding during the period. The weighted average number of ordinary shares is calculated as follows: Period to Period to 15 months to 30 Jun 30 Jun 31 Dec 2007 2006 2006 Unaudited Unaudited Unaudited #'000 #'000 #'000 -------Issued ordinary sharesStart of the period (1) 7,125 6,750 6,750Effect of shares issued during theperiod 1,190 - 300 -------- -------- --------Weighted average number of shares forperiod 8,315 6,750 7,050 -------- -------- -------- (1) The consolidation of the Company's capital on 3 April 2007 (note 9)potentially distorts the view of the loss per share. Accordingly, for thepurposes of presenting loss per share, the consolidation of the Company'scapital from ordinary shares of 1p each to ordinary shares of 10p each (note 9)has been treated as if it had been effective throughout each of the reportingperiods. Basic and fully diluted loss per share is calculated as follows: Period to Period to 15 months to 30 Jun 30 Jun 31 Dec 2007 2006 2006 Unaudited Unaudited Unaudited Loss attributable to equityshareholders of the Company (£'000) (182) (200) (522)Weighted average number of shares('000) 8,315 6,750 7,050 Loss per share (pence) (2.2) (3.0) (7.4) There is no difference between basic and fully diluted loss per share as theinclusion of the share options in the calculation of the weighted average numberof shares would have the effect of reducing the loss per share. The potentialdilutive effect on the weighted average number of ordinary shares would be toincrease the weighted average number of ordinary shares by 181,402 shares andsolely comprise the dilutive effect of the share options issued under the shareoption scheme. The adjusted loss per share has been presented to show the impact on basicearnings per share of the IPO preparation expenses and the loss on discontinuedactivities is as follows: Period to Period to 15 months to 30 Jun 30 Jun 31 Dec 2007 2006 2006 Unaudited Unaudited Unaudited £'000 £'000 £'000Loss attributable to equityshareholders of the Company (182) (200) (522)Loss on discontinued activities - 101 343IPO preparation expenses 66 - - -------- -------- -------- (116) (99) (179) -------- -------- -------- Weighted average number of shares('000) 8,315 6,750 7,050 Adjusted loss per share (pence) (1.4) (1.5) (2.5) 7. Current asset investments 30 Jun 30 Jun 31 Dec 2007 2006 2006 Unaudited Unaudited Unaudited £'000 £'000 £'000 ------- Short term deposits 1,500 - - ======== ======== ======== The Group's short term bank deposits are invested in money market deposits whichmatch the forecasted operating cash requirements of the business. Details ofthese deposits are as follows: Currency Balance Weighted Weighted invested average average term interest rate £'000 Sterling 1,500 5.78% 71 days 8. Cash and cash equivalents 30 Jun 30 Jun 31 Dec 2007 2006 2006 Unaudited Unaudited Unaudited £'000 £'000 £'000 ------- Cash at bank and in hand 646 119 1 -------- -------- --------Cash and cash equivalents 646 119 1 ======== ======== ======== 9. Share capital Group and CompanyAuthorised Ordinary shares Number £'000At 30 June 2007Ordinary shares of 10p each 20,000,000 2,000 ========= ========= At 31 December 2006Ordinary A shares of 1p each 75,070,000 751Ordinary B shares of 1p each 24,930,000 249 --------- --------- 100,000,000 1,000 ========= ========= Issued and fully paid The total amount of issued and fully paid shares is as follows: Ordinary shares Number £'000 At 30 June 2007 13,572,336 1,357 ========= ========= At 31 December 2006 71,250,000 713 ========= ========= The share capital movements since 31 December 2006 are as follows: On 3 April 2007 the 53,487,400 ordinary A shares of 1p each and the 17,762,600ordinary B shares of 1p each were re-designated as 71,250,000 ordinary shares of1p each. In addition, on the same day the 1p ordinary shares were consolidatedinto ordinary shares of 10p each. Also, the authorised share capital wasincreased from £1,000,000 to £2,000,000 by creating 10,000,000 ordinary sharesof 10p each. On 19 April 2007, the Company issued 1,910,000 ordinary shares of 10p each atpar value, which were used to repay loans made by the Directors. On 21 June 2007, the Company issued 4,537,336 ordinary shares of 10p each on IPOat the listing price of 67.5p per share giving rise to a share premium of£2,608,968. Post balance sheet eventOn 19 July 2007, the Company raised a further £315,000 by placing 450,000ordinary shares of 10p each at a price of 70p per share. 10. Share options The Company adopted a Share Option Scheme on 3 April 2007 and on 5 April 2007granted 175,000 EMI options to certain employees of the Group and 121,000unapproved options to non-qualifying employees of the Group. These options havean exercise price of 10p. The Company also granted 58,000 unapproved optionsunder separate option agreements on 5 April 2007 to non-executive directors andoverseas employees of the Group. These options also have an exercise price of10p and no performance related conditions. The pre-IPO options granted, except those granted to non-executive directors,were granted such that half vested immediately and the other half vest on thesecond anniversary of the date of grant. The options granted to non-executivedirectors will vest and become exercisable on the second anniversary of the dateof grant. In addition, the Company granted unapproved options over 67,862 ordinary sharesto Sir Malcolm Ross at an exercise price of 67.5p and a further 135,723unapproved options to JM Finn & Company Limited at an exercise price of 67.5p. 30 Jun 2007 Number of Weighted options average exercise price per share (p) Outstanding at start of period - - Granted during the period 557,585 31 Forfeited during the period (15,000) 10 --------- ---------Outstanding at end of period 542,585 32 ========= ========= Exercisable at end of period 154,500 10 ========= ========= 11. Financial liabilities 30 Jun 30 Jun 31 Dec 2007 2006 2006 Unaudited Unaudited Unaudited £'000 £'000 £'000CurrentBank loans and overdrafts - 479 510Hire purchase 5 5 5Directors loans - 30 91 -------- -------- -------- 5 514 606 -------- -------- --------Non-currentHire purchase 9 21 16 -------- -------- -------- 9 21 16 -------- -------- -------- On 19 April 2007, the Company issued 1,910,000 ordinary shares of 10p each atpar value, which were used to repay loans made by the Directors (note 9). 12. Transition to IFRS The transition from UK GAAP to IFRS has been made in accordance with IFRS 1,First-time Adoption of International Financial Reporting Standards ("IFRS 1").The following note describes the effects of the transition to the IFRS balancesheets as at 1 October 2005 and 31 December 2006 for the Group. There is nomaterial effect of transition on the income statement and cash flow statementother than reclassifications. Group Note UK GAAP Effect of IFRS transition 30 Sep 30 Sep 2005 2005 £'000 £'000 £'000 -------Non-current assetsProperty, plant and equipment a 862 70 932 -------- -------- -------- 862 70 932 Current assets 958 - 958 -------- -------- --------Total assets 1,820 70 1,890 ======== ======== ======== EquityShare capital 675 - 675Revaluation reserve a 198 18 216Retained earnings 134 - 134 -------- -------- -------- 1,007 18 1,025 -------- -------- --------Non-current liabilitiesInterest bearing loans andborrowings 34 - 34Deferred tax liability b - 52 52 -------- -------- -------- 34 52 86 Current liabilities 779 - 779 -------- -------- --------Total liabilities 813 52 865 -------- -------- -------- Total equity and liabilities 1,820 70 1,890 ======== ======== ======== Group Note UK GAAP Effect of IFRS transition 31 Dec 31 Dec 2006 2006 £'000 £'000 £'000 -------Non-current assetsProperty, plant and equipment a 866 119 985Deferred tax asset b - 107 107 -------- -------- -------- 866 226 1,092 Current assets 427 - 427 -------- -------- --------Total assets 1,293 226 1,519 ======== ======== ======== EquityShare capital 713 - 713Revaluation reserve a 198 55 253Other reserves 12 (12) -Retained earnings (506) 119 (387) -------- -------- -------- 417 162 579 -------- -------- --------Non-current liabilitiesInterest bearing loans andborrowings 15 - 15Deferred tax liability b - 64 64 -------- -------- -------- 15 64 79 Current liabilities 861 - 861 -------- -------- --------Total liabilities 876 64 940 -------- -------- -------- Total equity and liabilities 1,293 226 1,519 ======== ======== ======== a. Revaluation of land and buildings Under UK GAAP, land and buildings held for use in the production or supply ofgoods or services, or for administrative purposes, are stated in the balancesheet at their re-valued amounts, being the fair value on the basis of theirexisting use at the date of revaluation. Under IFRS, the carrying value ispermitted to be the market value, deemed to be the highest possible price thatcould be obtained for the land and buildings. Accordingly, if valued forresidential purposes the valuation would have been an amount in excess of thecommercial fair value. The excess valuation was credited, net of deferred taxliabilities to the revaluation reserve. b. Deferred tax Under IFRS, deferred tax is recognised in respect of all temporary differencesarising between the tax base and the accounting base of balance sheet items.This means deferred tax is recognised on certain temporary differences thatwould not have given rise to deferred tax under UK GAAP. IFRS also requiresseparate disclosure of deferred tax assets and liabilities on the face of thebalance sheet. Under UK GAAP the deferred tax liability on the revaluation of the freeholdproperty would not have been recognised unless there was a binding agreement todispose of the property and if it was more likely than not that the taxable gainwould be rolled over into replacement assets and charged to tax only where thereplacement assets are sold. Under IFRS, a full provision is recognisedirrespective of intent. The deferred tax liability is not recognised in theincome statement as the Company has adopted a policy of revaluation of thefreehold property, recognising the deferred taxation charge in equity. Notes to editors: Westminster Group Plc is a leader in the supply of system solutions and productsto the security, defence, fire protection and safety markets worldwide. It wasadmitted to the Alternative Investment Market of the London Stock Exchange inJune 2007 at which time it raised approximately £2.5million net of expenses byway of a Placing of 4,537,336 new Ordinary Shares at 67.5pence per share throughJ M Finn & Co Ltd, the Company's nominated adviser and broker. Its market valueat flotation was £10million. Westminster's principal activity is the design, supply and ongoing support ofadvanced technology security solutions. These can range from product onlyassignments, such as the supply of specialised scanners, to the design andimplementation of an integrated system solution such as a border detection andsurveillance system. The majority of its customer base, by value, comprisesgovernments and government agencies, non governmental organisations and bluechip commercial organisations This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Westminster Group