Half-year Report

RNS Number : 7013N

Volvere PLC

26 September 2019

 

-	26 September 2019

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2019

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its unaudited Interim Results for the six months ended 30 June 2019.

Highlights

£ million except where stated	Six months ended		Year ended
	30 June 2019	30 June 2018 (as restated)	31 December 2018 (as restated)
Group revenue	10.10	7.25	18.34
Group loss before tax from continuing operations Group profit for the period (including discontinued operations)	(0.62) 2.45	(0.65) 0.91	(2.49) 21.10
	As at 30 June 2019	As at 30 June 2018	As at 31 December 2018
Consolidated net assets per share (excluding non-controlling interests)(1)	£13.56	£6.75	£12.50
Group net assets	26.36	26.89	40.42
Cash and marketable securities	19.65	20.42	34.14

·      The Group's historical results have been restated to exclude the results of Impetus Automotive (disposed of in October 2018) and Sira Defence & Security (disposed of in May 2019).  The sole remaining trading business is Shire Foods.

·      Shire Foods' revenues grew to a record level, with improved underlying profitability.

·      Record net assets per share⁽¹⁾ of £13.56.

·      Balance sheet remains strong with high liquidity. Cash and marketable securities were lower than the prior year end, but broadly similar to the prior comparable period, at £19.6 million. The Group undertook two share buy-backs in June 2019, for a total consideration of £16.6 million.  Cumulative share-buy backs to date now total £32.1 million.

Forward-looking statements:

This report may contain certain statements about the future outlook for Volvere plc.  Although the directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

Notes

1      Based on the net assets attributable to owners of the parent company and the respective period end shares in issue (excluding treasury shares), which were 1,834,182 at 30 June 2019, 3,668,363 at 30 June 2018 and 3,118,109 at 31 December 2018.

2      Profit before intra-group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group.  Further information is included in the Chief Executive's statement and Financial Review.

For further information:

Volvere plc
Jonathan Lander, CEO	Tel: [phone]
	www.volvere.co.uk
Cairn Financial Advisers LLP Sandy Jamieson/James Lewis	Tel: + 44 (0) 20 7213 0880

Chairman's Statement

I'm pleased to report another encouraging set of results for the first half of 2019.  The disposal of our security solutions business was completed successfully and our remaining trading business, Shire Foods Limited, performed ahead of the same period last year.

Net assets per share have reached a new record of £13.56* (30 June 2018: £6.75, 31 December 2018: £12.50).  We remain positive about the outlook for our business and believe that the current economic and political uncertainty will provide further investment opportunities.

David Buchler

Chairman

26 September 2019

*Net assets attributable to owners of the parent company divided by total number of ordinary shares outstanding at the reporting date

(less those held in treasury) - see note 8.

Chief Executive's Statement

Following the sale of the Group's automotive consultancy, Impetus Automotive Limited ("Impetus"), in October 2018, we entered 2019 with two trading subsidiaries: Shire Foods Limited ("Shire"), our food manufacturing business and Sira Defence & Security Limited ("Sira"), our CCTV-viewing software business.

Sira was sold for £3.0 million on 23 May 2019 and the comparative results for 2018 have therefore been restated to exclude the trading operations of both Impetus and Sira.  As a result, our trading operations now comprise solely Shire along with our central head office functions.

Shire performed better than the comparable period in 2018, but the payment of performance-related bonuses on the successful sale of Sira offset the effects of Shire's improved results.  The performance of each of the Group's segments is set out below.

Food manufacturing

This segment comprises Shire, the Group's 80%-owned frozen pie and pasty manufacturing business, which was acquired in 2011.  The company employs approximately 150 people and is based in Leamington Spa, United Kingdom.

Revenue grew by 39% to reach £10.10 million (30 June 2018: £7.25 million).  This growth led to improved financial performance with a profit before tax and intra-Group management and interest charges** of £0.24 million, compared to a loss of £0.17 million for the six months to 30 June 2018 (31 December 2018: profit £0.85 million).  Whilst this is pleasing, the pressure on margins from raw material cost increases and wage inflation remains ever-present.

We are actively responding to the increased demand for vegan products and have agreed several new products with retail customers.  In addition, we have launched our own brand - Naughty Vegan - into the foodservice market.

In line with previous years, we expect that Shire's performance will be stronger in the second half of the year given the weighting of sales towards the winter months.  We have continued to invest in Shire throughout 2019 and the additional investments have facilitated the revenue growth by increasing capacity.  This will enable further opportunities to be sought in 2020.

Investing and management services

This segment represents our central functions covering Group management, finance and IT services.  The loss before tax and intra-Group management and interest charges** for the period was £0.86 million (30 June 2018: loss £0.47 million, 31 December 2018: loss £3.35 million).  The principal reason for the increased costs in 2019 is Group management and staff bonuses in relation to the sale of Sira.

Further segmental information is set out in the financial review below and in note 3.

Acquisitions and future strategy

Our strategy throughout 2019 remains as before - to deliver shareholder value through improving trading performance of our existing portfolio, identifying new opportunities, and investment realisations.  The level of deal opportunities has increased since 2018 and we remain optimistic that we will identify new businesses in which to invest.

Jonathan Lander

Chief Executive

26 September 2019

**Profit before intra-Group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group.

Financial Review

This financial review covers the Group's performance during the period ended 30 June 2019.  It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Overview

The disposal of Impetus in October 2018 and Sira in May 2019 has necessitated the restatement of the Group's previously published results for the periods ending 30 June 2018 and 31 December 2018.  This enables improved comparability with the current period.  The results of Impetus and Sira are included on the income statement as part of profit from discontinued operations.

Group revenue for the period grew to £10.10 million from £7.25 million in the prior comparable period (31 December 2018: £18.34 million).  The increase arose from growth in Shire Foods, now the Group's sole trading subsidiary.

Group loss before tax on continuing operations was £0.62 million (30 June 2018: £0.65 million, year to 31 December 2018: £2.49 million).  This included one-off incentive costs, relating to the disposal of Sira, amounting to £0.34 million.

The Group profit from discontinued operations was £3.08 million, reflecting the disposal of Sira (30 June 2018: £1.56 million, year to 31 December 2018: £23.2 million).  The comparative figures for 2018 have been adjusted to reflect the disposals of both Sira and Impetus.

Further comment on each segment is set out below and detailed information about the Group's segments is set out in note 3 to these interim results, which should be read in conjunction with this financial review.

Food manufacturing

A summary of Shire's recent financial performance is set out in Table A below.

Table A	6 months to 30 June 2019 £'000	6 months to 30 June 2018 £'000	Year ended 31 December 2018 £'000	Year ended 31 December 2017 £'000	Year ended 31 December 2016 £'000
Revenue	10,095	7,252	18,344	15,869	15,190
Profit/(loss) before tax, intra-group management and interest charges	237	(173)	854	635	1,149
Intra-group management and interest charges	(75)	(15)	(200)	(200)	(240)
Profit/(loss) before tax	162	(188)	654	435	909

Shire's revenue grew by £2.84 million compared to the comparable period in 2018 and gross margin was improved.  However, the effect of this additional contribution was partly offset by higher distribution and overheads necessary to support the revenue growth.

Investment in plant and machinery has continued in 2019, with in excess of £1 million already committed and being commissioned.  The majority of this is being funded through external financing.  There were no Group loans outstanding at 30 June 2019.

Shire's unaudited net assets at the period end amounted to £7.06 million (30 June 2018: £5.99 million; 31 December 2018: £6.88 million), of which 20% is attributable to non-controlling interests.

Investment revenues and other gains and losses and finance income and expense

The Group did not hold or dispose of available-for-sale investments during the period and as a result investment revenues and other gains and losses were lower than in prior periods.

The Group's net finance income was £0.05 million (30 June 2018: net expense £0.02 million, 31 December 2018: net income £0.06 million).  In line with previous years, individual Group trading companies utilise leverage where appropriate, and without recourse to the remainder of the Group.

Statement of financial position

Cash

Cash at the period end was £19.65 million (30 June 2018: £17.43 million, 31 December 2018: £34.13 million).  The reduction in cash compared to the end of 2018 resulted principally from the two share buy-backs in 2019, costing £16.57 million.  Details of cash movements are shown in the consolidated statement of cash flows.

Earnings per share and share capital

Total basic and diluted earnings per ordinary share were 81.1 pence (30 June 2018: 19.3 pence; year ended 31 December 2018: 586.2 pence).

Purchase of own shares

The Company acquired 1,283,927 of its own ordinary shares during the period for a total consideration of £16.57 million (30 June 2018: Nil and 31 December 2018: 550,254 shares for £6.09 million).  As of 30 June 2019, since the start of its buyback programme, the Group has returned £32.06 million to shareholders.

Hedging

It is not the Group's policy to enter into derivative instruments to hedge interest rate or foreign exchange risk.

Key performance indicators (KPIs)

The Group uses key performance indicators suitable for the nature and size of the Group's businesses.  The key financial performance indicators are revenue and profit before tax.  The performance of the Group and the individual trading businesses against these KPIs is outlined above, in the Chief Executive's statement and disclosed in note 3.

Internally, management uses a variety of non-financial KPIs in respect of the food manufacturing segment, including order intake, manufacturing output and sales, all of which are monitored weekly and reported monthly.

Principal risk factors

The Company and Group face a number of specific business risks that could affect the Company's or Group's success.  These are set out more fully in the Group's Annual Report.  The Company and Group invests in distressed businesses and securities, which by their nature often carry a higher degree of risk than those that are not distressed.  The Group's trading business is principally engaged in the provision of products that are dependent on the continued employment of the Group's employees and availability of suitable, profitable workload.  There is a dependency on a small number of customers and a reduction in the volume or range of products supplied to those customers or the loss of any one of them could impact the Group materially.

These risks are managed by the Board in conjunction with the management of the Group's businesses.

Nick Lander

Chief Financial & Operating Officer

26 September 2019

Consolidated income statement

	Note	6 months to 30 June 2019	6 months to 30 June 2018 (as restated)	Year ended 31 December 2018 (as restated)
		£'000	£'000	£'000
Continuing operations
Revenue	3	10,095	7,252	18,344
Cost of sales		(8,831)	(6,596)	(15,700)
Gross profit		1,264	656	2,644
Distribution costs		(543)	(469)	(1,095)
Administrative expenses		(1,394)	(863)	(4,589)
Operating loss		(673)	(676)	(3,040)
Investment revenues	4	-	76	115
Other gains and losses	4	-	(23)	374
Finance expense	4	(67)	(52)	(47)
Finance income	4	116	29	106
Loss before tax		(624)	(646)	(2,492)
Income tax credit/(expense)		-	-	370
Loss for the period from continuing operations		(624)	(646)	(2,122)
Profit for the period from discontinued operations	5	3,078	1,555	23,218
Profit for the period		2,454	909	21,096
Attributable to:
- Equity holders of the parent		2,422	706	20,956
- Non-controlling interests	8	32	203	140
		2,454	909	21,096
Earnings per share	6
Basic and Diluted - loss from continuing operations		(22.0)p	(16.6)p	(63.3)p
- earnings from discontinued operations		103.1p	35.9p	649.5p
Total		81.1p	19.3p	586.2p

Consolidated statement of comprehensive income

		6 months to 30 June 2019	6 months to 30 June 2018 (as restated)	Year ended 31 December 2018 (as restated)
		£'000	£'000	£'000
Profit for the period		2,454	909	21,096
Other comprehensive income (items that will be reclassified to profit or loss)
Fair value gains and losses on available-for-sale financial assets
- current period gains/(losses)		-	75	-
- reclassified to profit and loss		-	(188)	-
Other comprehensive income		-	(113)	-
Total comprehensive income for the period		2,454	796	21,096
Attributable to:
Equity holders of the parent		2,422	593	20,956
Non-controlling interests		32	203	140
		2,454	796	21,096

Consolidated statement of changes in equity

Six months to 30 June 2019	Share capital £'000	Share premium £'000	Revaluation reserves £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Other comprehensive income	-	-	-	-	-	-	-
Profit for the period	-	-	-	2,422	2,422	32	2,454
Total comprehensive income for the period	-	-	-	2,422	2,422	32	2,454
Balance at 1 January	50	3,640	100	35,180	38,970	1,447	40,417
Transactions with owners:
Purchase of own shares	-	-	-	(16,512)	(16,512)	-	(16,512)
Total transactions with owners	-	-	-	(16,512)	(16,512)	-	(16,512)
Balance at 30 June	50	3,640	100	21,090	24,880	1,479	26,359

Six months to 30 June 2018	Share capital £'000	Share premium £'000	Revaluation reserves £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Other comprehensive income	-	-	(113)	-	(113)	-	(113)
Profit for the period	-	-	-	706	706	203	909
Total comprehensive income for the period	-	-	(113)	706	593	203	796
Balance at 1 January	50	3,640	177	20,319	24,186	1,958	26,144
Transactions with owners:
Dividend paid by subsidiary	-	-	-	-	-	(50)	(50)
Total transactions with owners	-	-	-	-	-	(50)	(50)
Balance at 30 June	50	3,640	64	21,025	24,779	2,111	26,890

Year ended 31 December 2018	Share capital £'000	Share premium £'000	Revaluation reserves £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Other comprehensive income	-	-	-	-	-	-	-
Profit for the year	-	-	-	20,956	20,956	140	21,096
Total comprehensive income for the year	-	-	-	20,956	20,956	140	21,096
Balance at 1 January	50	3,640	177	20,319	24,186	1,958	26,144
Transactions with owners:
Purchase of own shares	-	-	-	(6,095)	(6,095)	-	(6,095)
Total transactions with owners	-	-	-	(6,095)	(6,095)	-	(6,095)
Eliminated on disposal	-	-	(77)	-	(77)	(651)	(728)
Balance at 31 December	50	3,640	100	35,180	38,970	1,447	40,417

Consolidated statement of financial position

		30 June 2019	30 June 2018	31 December 2018
	Note	£'000	£'000	£'000
Assets
Non-current assets
Goodwill		-	380	-
Property, plant & equipment		6,085	5,296	6,062
Total non-current assets		6,085	5,676	6,062
Current assets
Inventories		2,424	2,291	1,774
Trade and other receivables		4,432	8,176	4,447
Cash and cash equivalents		19,649	17,430	34,137
Available-for-sale investments		-	2,994	-
Total current assets		26,505	30,891	40,358
Total assets		32,590	36,567	46,420
Liabilities
Current liabilities
Loans and other borrowings		(709)	(96)	(708)
Finance leases		(324)	(192)	(314)
Trade and other payables		(3,184)	(6,888)	(2,776)
Tax payable		-	(386)	-
Total current liabilities		(4,217)	(7,562)	(3,798)
Non-current liabilities
Loans and other borrowings		(1,205)	(1,306)	(1,254)
Finance leases		(674)	(221)	(816)
Total non-current liabilities		(1,879)	(1,527)	(2,070)
Total liabilities		(6,096)	(9,089)	(5,868)
Provisions - deferred tax		(135)	(514)	(135)
Provisions - lease incentive		-	(74)	-
NET ASSETS		26,359	26,890	40,417
Equity
Share capital		50	50	50
Share premium account		3,640	3,640	3,640
Revaluation reserves		100	64	100
Retained earnings		21,090	21,025	35,180
Capital and reserves attributable to equity holders of the Company		24,880	24,779	38,970
Non-controlling interests	7	1,479	2,111	1,447
TOTAL EQUITY		26,359	26,890	40,417

Consolidated statement of cash flows

		6 months to 30 June 2019	6 months to 30 June 2019	6 months to 30 June 2018 (as restated)	6 months to 30 June 2018 (as restated)	Year ended 31 December 2018 (as restated)	Year ended 31 December 2018 (as restated)
	Note	£'000	£'000	£'000	£'000	£'000	£'000
Profit for the period			2,454		909		21,096
Adjustments for:
Investment revenues		-		(76)		(115)
Other gains and losses	4	-		23		(374)
Finance expense	5	67		70		47
Finance income	5	(116)		(29)		(106)
Profit from discontinued operations		(3,078)		(1,549)		(23,218)
Depreciation		288		225		457
Income tax (credit)/expense		-		-		(370)
			(2,839)		(1,336)		(23,679)
Operating cash flows before movements in working capital			(385)		(427)		(2,583)
Decrease/(increase) in trade and other receivables			37		1,181		(350)
Increase in trade and other payables			750		886		1,109
(Increase)/decrease in inventories			(650)		(825)		(308)
Tax paid			(50)		-		(100)
Cash (used by)/generated from continuing operations			(298)		815		(2,232)
Operating cash flows from discontinued operations			(316)		2,656		1,839
Net cash (used by)/generated from operating activities			(614)		3,471		(393)
Investing activities
Proceeds from sale of discontinued operations net of cash sold		3,138		-		22,537
Investing cash flows from discontinued operations		-		(460)		-
Purchase of available-for-sale investments		-		-		-
Income from available-for-sale investments		-		76		115
Disposal of available-for-sale investments		-		3,205		6,632
Purchase of property, plant and equipment		(307)		(101)		(429)
Disposal of property, plant and equipment		-		-		-
Interest received		116		29		106
Net cash generated from/(used by) investing activities			2,947		2,749		28,961
Financing activities
Interest paid		(67)		(51)		(47)
Purchase of own shares (treasury shares)	8	(16,571)		-		(6,094)
Dividend paid by subsidiary		-		(49)		(49)
Net repayment of borrowings		(183)		(828)		(375)
Net cash used by financing activities			(16,821)		(928)		(6,565)
Net (decrease)/ increase in cash			(14,488)		5,292		22,003
Cash at beginning of period			34,137		12,119		12,119
Foreign exchange revaluation of opening cash			-		19		15
Cash at end of period			19,649		17,430		34,137

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2019

1          Financial information and basis of accounting

These interim financial statements have been prepared using accounting policies consistent with IFRSs as adopted by the European Union.

These interim financial statements should be read in accordance with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2018.  They do not include all the information required for a complete set of IFRS financial statements.  However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.  AIM-listed companies are not required to comply with IAS 34 Interim Financial Reporting and accordingly the Group has taken advantage of this exemption.

The comparative figures for the year ended 31 December 2018 have been prepared under IFRS.  They do not constitute statutory accounts as defined by the Companies Act 2006.  The accounts for the 12 months ended 31 December 2018 received an unmodified auditor's report and have been filed with the Registrar of Companies.

Copies of this statement will be available to members of the public at the Company's registered office: Warnford Court, 29 Throgmorton Street, London EC2N 2AT and on its website www.volvere.co.uk.

2          Significant accounting policies

Except as noted below, the accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2018.

Explanation of significant areas for adjustment

Prior to the disposal of the automotive and security solutions segments, the potential significant area for adjustment related to the recognition of revenue on fixed price consulting contracts where the final deliverable is the performance obligation.  Previously, revenue would have been recognised in line with the stage of completion.  All businesses affected have been sold and treated as discontinued operations.

IFRS 16 Leases had not been adopted in 2018 but has been with effect from 1 January 2019.  The effects on the presentation of the Group's results arising from the adoption of IFRS 16 is not material.

3          Operating segments

An analysis of key financial data by business segment (excluding intra-Group interest and management charges and balances) is provided below.  During 2018 the Group's automotive consulting segment was sold and during 2019 the Group's security solutions segment was sold.  The comparable results for 2018 have been restated for both these disposals and the respective results included within Profit from discontinued operations.

Analysis by business segment:

Period ended 30 June 2019			Food manufacturing £'000	Investing and  Management  services £'000	Total £'000
Revenue			10,095	-	10,095
Profit/(loss) before tax from continuing operations(1)			237	(861)	(624)
Period ended 30 June 2018 (as restated)			Food manufacturing £'000	Investing and Management  services £'000	Total £'000
Revenue			7,252	-	7,252
(Loss) before tax from continuing operations (1)			(173)	(473)	(646)
Year ended 31 December 2018 (as restated)			Food manufacturing £'000	Investing and management services £'000	Total £'000
Revenue			18,344	-	18,344
Profit/(loss) before tax from continuing operations (1)			854	(3,346)	(2,492)
As at 30 June 2019
	Food manufacturing £'000	Investing and management services £'000	Total continuing £'000	Discontinued(2) £'000	Total £'000
Assets
Liabilities/provisions	13,365	19,225	32,590	-	32,590
	(6,303)	72	(6,231)	-	(6,231)
Net assets(3)	7,062	19,296	26,359	-	26,359
As at 30 June 2018	Food manufacturing £'000	Investing and management services £'000	Total continuing £'000	Discontinued(2) £'000	Total £'000
Assets	10,383	16,257	26,640	9,927	36,567
Liabilities/provisions	(4,393)	(192)	(4,585)	(5,092)	(9,677)
Net assets(3)	5,990	16,065	22,055	4,835	26,890
As at 31 December 2018	Food manufacturing £'000	Investing and management services £'000	Total continuing £'000	Discontinued(2) £'000	Total £'000
Assets	12,311	33,690	46,001	419	46,420
Liabilities/provisions	(5,427)	(217)	(5,644)	(359)	(6,003)
Net assets(3)	6,884	33,473	40,357	60	40,417
Six months to 30 June 2019			Food manufacturing £'000	Investing and management services £'000	Total (as restated) £'000
Capital spend			310	2	312
Depreciation			287	-	287
Interest income (non-Group)			-	116	116
Interest expense (non-Group)			(67)	-	(67)
Tax credit			-	-	-
Six months to 30 June 2018 (as restated)			Food manufacturing £'000	Investing and management services £'000	Total (as restated) £'000
Capital spend			101	-	101
Depreciation			224	1	225
Amortisation/Impairment			-	-	-
Interest income (non-Group)			-	29	29
Interest expense (non-Group)			52	-	52
Tax expense			-	-	-
Year ended 31 December 2018 (as restated)			Food manufacturing £'000	Investing and management services £'000	Total (as restated) £'000
Capital spend			1,253	-	1,253
Depreciation			457	-	457
Amortisation/Impairment			-	-	-
Interest income (non-Group)			-	106	-
Interest expense (non-Group)			47	-	47
Tax credit			(52)	(318)	(52)

Geographical analysis:

	External revenue by location of customers			Non-current assets by location of assets
	6 months to 30 June 2019	6 months to 30 June 2018 (as restated)	Year ended 31 December 2018 (as restated)	30 June 2019	30 June 2018	31 December 2018
	£'000	£'000	£'000	£'000	£'000	£'000
UK	9,902	7,013	17,746	6,085	5,676	6,062
Rest of Europe	193	239	598	-	-	-
Other	-	-	-	-	-	-
	10,095	7,252	18,344	6,085	5,676	6,062

Notes:

(1)     stated before intra-group management and interest charges

(2)     discontinued relates to the former segments of Automotive consulting and Security solutions

(3)     assets and liabilities stated excluding intra-group balances

4          Investment revenues, other gains and losses and finance income and expense

Investment revenues and other gains and losses represent respectively interest and dividends receivable from, and the gains arising upon disposal of, investments made pursuant to the Group's investing and treasury management policies.

5          Profit for the period from discontinued operations

On 4 October 2018, the Group disposed of its share in its subsidiary undertaking, Impetus Automotive Limited for a total of £26.1 million in cash.  On 23 May 2019, the Group disposed of its wholly-owned subsidiary Sira Defence & Security Limited for £3.0 million in cash.

	6 months to 30 June 2019 £'000	6 months to 30 June 2018 (as restated) £'000	Year ended 31 December 2018 (as restated) £'000
Profit for the period relating to Impetus Automotive Limited	-	1,543	23,126
Profit for the period relating to Sira Defence & Security Limited	3,078	12	92
Total profit from discontinued operations	3,078	1,555	23,218

6          Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

	6 months to 30 June 2019 £'000	6 months to 30 June 2018 (as restated) £'000	Year ended 31 December 2018 (as restated) £'000
Earnings for the purposes of earnings per share:
From continuing operations	(656)	(609)	(2,262)
From discontinued operations	3,078	1,315	23,218
Total	2,422	706	20,956
	No.	No.	No.
Weighted average number of ordinary shares for the purposes of earnings per share:
Weighted average number of ordinary shares in issue	2,986,829	3,668,363	3,574,895
Dilutive effect of potential ordinary shares	-	-	-
Weighted average number of ordinary shares for diluted EPS	2,986,829	3,668,363	3,574,895

There were no share options (or other dilutive instruments) in issue during the period in respect of the parent company's shares (30 June 2018: nil; 31 December 2018: nil).

7          Non-controlling interests

The non-controlling interests of £1.48 million relate to the net assets attributable to the shares not held by the Group at 30 June 2019 in the following subsidiaries:

	30 June 2019 £'000	30 June 2018 £'000	31 December 2018 £'000
NMT Group Limited	71	71	71
Shire Foods Limited	1,408	1,196	1,376
Impetus Automotive Limited	-	844	-
	1,479	2,111	1,447

The Group owns approximately 80% of Shire Foods and 98.6% of NMT.

8          Purchase of own shares

The Company acquired 1,283,927 of its own ordinary shares during the period for a total consideration of £16.57 million (30 June 2018: Nil and 31 December 2018: 550,254 shares for £6.09 million).  For reference, the total number of ordinary shares held in treasury is 4,372,892 and the number of shares in issue, excluding treasury shares, at the period end was 1,834,182 (30 June 2018: 3,668,363 and 31 December 2018: 3,118,109).

9          Dividend

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2019.

- Ends -

 

END

 

 

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