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Preliminary Results and Related Party Transaction

3rd Sep 2010 07:00

RNS Number : 0675S
Coburg Group PLC
03 September 2010
 



Coburg Group plc

Unaudited preliminary results for the year ended 30 April 2010

Chairman's statement

 

Following my reappointment as Chairman last year, I am delighted to be able to report a return to profits after several years of losses. Profit after tax amounted to £106,000 compared with a loss of (£123,000) in the previous year.

 

This is an especially creditable achievement, as it occurred in a particularly difficult economic environment. The year to 30 April 2010 coincided with what we hope was the worst of the recession. It was also during the second half of the year that we assisted Caffé Nero in establishing their own roasting facilities, thereby losing a major customer. This had the effect of reducing total sales for the year, which fell from £3.5million in the previous year to £3.1million.

 

This profit was also achieved in spite of a large increase in the $US price of raw coffee which was made worse by the weakness of sterling during this period.

 

This period also saw big changes in our management structure. Bryan Stockley our experienced former factory manager was promoted in October 2009 to managing director of Coburg Coffee Company, our main operating subsidiary. I am confident that Bryan and his team will continue to take the company forward to a period of increasing prosperity.

 

Our strategy is for the coffee business to concentrate on what it does best and that is roasting quality coffee at competitive prices for discerning customers in the food services, wholesale and catering sectors.

 

Costs have now been reviewed, efficiencies identified and made. The group is now ready to face the current year with vigour and optimism.

 

The directors are conscious that the Company is one of the very smallest AIM listed companies and that therefore, the costs of maintaining that listing are significant. The directors have taken soundings of major shareholders not represented on the board and they have all indicated that they would like the Company to remain admitted to AIM. The directors have resolved to make full use of the Company's AIM listing to develop the Company's coffee businesses and to diversify the business and expand the capital base so that AIM listing costs cease to be a significant proportion of costs.

 

To this end, proposals are included in the agenda of the forthcoming General Meeting to reorganise the capital structure of the Company to facilitate the Company's ability to issue new shares for cash. The proposals also incorporate a provision to allow the Company to purchase for cash the holdings of very small shareholders with less than 1,000 shares, so reducing the Company's costs of maintaining a register with a large number of small shareholders.

 

It is also planned to seek authority to issue new shares to enable the Company to raise £270,000 by way of a placing of 18 million new shares at 1.5p per share or an equivalent price adjusted pro rata for the capital consolidation and subdivision to be approved at the forthcoming general meeting of the Company. The proposed subscribers have entered placing agreements with the Company, conditional upon passage of the resolutions referred to above, to implement these fund raising proposals. The new money is needed to improve the Company's working capital position, to provide new funds for capital investment in the coffee business and to take steps to broaden the base of the Company's activities.

 

In order to provide additional short term facilities, my company Tudeley Holdings Limited, which, with myself, already holds 22.09% of the Company, has agreed to provide at least £100,000 by way of a bridging loan for a three month period pending completion of the formalities set out above. The loan is secured by a debenture over the assets of Coburg Coffee Company Ltd on similar terms to those already granted to Barclays Bank, which provides an existing credit facility. By virtue of its size, this loan constitutes a related party transaction under the AIM Rules for Companies. The independent directors, having consulted with the Company's nominated adviser, believe that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.

 

You should be aware that if shareholders do not vote in favour of the resolutions to re-organise the capital structure of the Company or the above mentioned placing is not completed as anticipated, the Company may not be able to repay the loan to Tudeley, which falls due on 30 November 2010.

 

Following the passing of the reorganisation proposals it is the directors' intention to invite two of the proposed investors to join the board as non-executive directors and a further announcement will be made at that time.

Colin Maitland is an experienced businessman who built up a very successful market research business focused on the pharmaceutical industry and Chris Ells is a Chartered Accountant who with others built up a successful leasing business.

 

I am confident that the addition of these two new non executive directors together with our new operational management team the Company will be in a position to go from strength to strength.

 

The existing business is progressing well. The results for the first quarter, normally seasonally the worst, show the Company continued to trade profitably. The Company has continued to make good progress in acquiring new contract roasting business. In spite of the continuing rises in raw green coffee prices, the directors expect the Company to remain profitable in the current year.

 

Konrad P Legg

 

Chairman

 

 

 

 

 

 Unaudited Group Statement of Comprehensive Income

FOR THE YEAR ENDED 30 APRIL 2010

 

 

 

 

2010

2009

£000

£000

Revenue

3,160

3,544

Cost of sales

(2,318)

(2,514)

Gross profit

842

1,030

Distribution costs

(206)

(308)

Administrative expenses

(508)

(806)

Group operating profit/ (loss)

128

(84)

Finance costs

(22)

(39)

Profit/(loss) before tax

106

(123)

Tax

-

-

Profit/(loss after tax and total comprehensive income

106

(123)

Profit/(loss) per share expressed in pence per share:

Basic

0.45

(0.52)

Diluted

0.45

(0.52)

 

 

The profit/(loss) is attributable to equity holders

 

 

 

 

 

 

Unaudited Group Statement of Changes in Equity

FOR THE YEAR ENDED 30 APRIL 2010

 

 

 

 

Issued

Share

share

premium

Other

Retained

capital

account

Reserves*

earnings

Total

£000

£000

£000

£000

£000

Balance as at 1 May 2008

1,190

418

435

(1,631)

412

Loss for the year

-

-

-

(123)

(123)

Decrease in share option reserve

-

-

(9)

-

(9)

 

 

 

Balance as at 30 April 2009

1,190

418

426

(1,754)

280

Balance as at 1 May 2009

1,190

418

426

(1,754)

280

Profit for the year

-

-

-

106

106

 

 

 

 

 

Balance as at 30 April 2010

1,190

418

426

(1,648)

386

 

 

*At the 30 April 2010 the other reserves consists of the merger relief reserve brought forward. At 1 May 2008 other reserves included £9,000 in respect of the share option reserve.

 

Unaudited Group Statement of Financial Position

AS AT 30 APRIL 2010

 

 

 

 

2010

2009

£000

£000

Assets

Non-current assets

Goodwill

198

198

Intangible assets

-

-

Property, plant and equipment

293

358

491

556

Current assets

Inventories

190

211

Trade and other receivables

452

446

Cash and cash equivalents

72

2

714

659

Liabilities

Current liabilities

Trade and other payables

713

741

Financial liabilities - borrowings

Bank overdrafts

31

70

Interest bearing loans and borrowings

52

96

796

907

Net current liabilities

(82)

(248)

Non-current liabilities

Trade and other payables

-

6

Financial liabilities - borrowings

Interest bearing loans and borrowings

23

22

23

28

Net assets

386

280

Shareholders' equity

Called up share capital

1,190

1,190

Share premium

418

418

Other reserves

426

426

Retained earnings

(1,648)

(1,754)

Total equity

386

280

 

 

Unaudited Group Statement of Cash Flows

FOR THE YEAR ENDED 30 APRIL 2010

 

 

 

 

2010

2009

£000

£000

Cash flows from operating activities

Cash generated from operations

204

66

Interest paid

(16)

(27)

Interest element of hire purchase payments paid

(6)

(12)

Net cash from operating activities

182

27

Cash flows from investing activities

Purchase of tangible fixed assets

(29)

(6)

Net cash from investing activities

(29)

(6)

Cash flows from financing activities

Loans advanced in the year

-

29

Bank loan repayments in the year

(34)

(39)

Hire purchase repayments in year

(9)

(41)

Net cash from financing activities

(43)

(51)

Increase/(decrease) in cash and cash equivalents

110

(30)

Cash and cash equivalents at beginning of year

(68)

(38)

Cash and cash equivalents at end of year

42

(68)

 

 

 

Notes

 

1.

Basis of preparation

These consolidated 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.

 

These consolidated financial statements have been prepared in accordance with the accounting policies set out in the annual report and accounts for the year ended 30 April 2009, and under the historical cost convention, except where modified by the revaluation of certain financial instruments and commodities.

 

2.

The consolidated financial statements incorporate the financial statements of the company and all principal subsidiaries for the year ended 30 April 2010.

 

3.

The financial information set out in this announcement does not constitute the Company's statutory accounts for the year ended 30 April 2010 or 30 April 2009, but is derived from those accounts.

The financial information set out above does not constitute the company's statutory accounts within the meaning of section 240 of the Companies Act 1985. The 2010 figures are based on unaudited accounts for the year ended 30 April 2010. The statutory accounts will be finalised on the basis of the financial information presented by the directors in the preliminary announcement and which will be delivered to the Registrar of Companies following the company's annual general meeting.

Statutory accounts for the year ended 30th April 2009 have been delivered to the Registrar of Companies .The auditors have reported on those accounts; their reports were unqualified and did not contain statements under S237 (2) or (3) Companies Act 1985.

 

 

 

For further enquiries please contact:

Konrad Legg

Coburg Group PLC

 

 +44 (0)20 8317 0103

 

Colin Aaronson

Grant Thornton Corporate Finance

 

 +44 (0)20 7383 5100

 

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