Half Yearly Report

RNS Number : 7289I
Gresham House Strategic PLC
11 December 2015
 



Gresham House Strategic plc

Interim results for the six months to 30 September 2015

Highlights

·       Adoption of new SPE investment strategy and appointment of Gresham House Asset Management

·       Placing and Open Offer raising £14.3 million, £3.8 million asset swap and share consolidation on a 1 for 200 basis

·       Completion  of  the sale of the majority of the legacy smaller portfolio assets to Hollyport

·       Release of the £3.1 million of restricted cash relating to IMI mobile

·       Reduction in discount of share price to NAV versus its long term average, since the appointment of Gresham House

·       Portfolio valuation (including cash and other net assets) of £36.0 million

·       Realised and unrealised gains on investments of £2.9 million (30 September 2014: £1.8 million)

·       Loss before tax of £0.5 million (including final incentive scheme payment of £2.3 million to SVML) (30 September 2014: £0.7 million)

Post-Period Highlights

·       The Board approved the re-brand and change of name to Gresham House Strategic plc (GHS)

·       Two further investments made using the SPE investment strategy

·       Remaining cash and other net assets of £15.5 million for further investments as at 4 December 2015

 

For further information, please contact:

 

Gresham House Strategic plc

David Potter/

Graham Bird

 

07711 450 391/

020 3837 6272

 

Gresham House plc/

Gresham House Asset Management Ltd

 

Graham Bird

020 3837 6272

 

finnCap

Matt Goode/

Emily Watts

 

020 7220 0500

Attila Consultants

Charles Cook/

Sorrel Davies

 

020 7947 4489 /

07710 910563 

Liberum

Peter Tracey/

Neil Elliot/

Clayton Bush

020 3100 2000

 

 

Chairman's report

Dear Shareholder,

 

David Potter

Chairman

11 December 2015

 

Outgoing Investment Manager's report

 

Incoming Investment Manager's report

Strategic Public Equity Strategy

Market Background

Performance Review

Investment Activity

·      2,062,500 ordinary shares in SpaceandPeople plc representing 10.7% of SpaceandPeople's issued share capital

·      5,000,000 ordinary shares in Miton Group plc, representing 2.9% of Miton Group's issued share capital

·      3,492,065 ordinary shares in Castle Street Investments plc, representing 4.9% of Castle Street's issued share capital

NAV and share price performance

IMIMobile (AIM: IMO)

Miton (AIM: MGR)

Spaceandpeople (AIM: SAL)

Castle Street Investments (AIM: CSI)

 

Activity since the period end

 

Portfolio as at 30 September 2015

Portfolio holdings


Cost

£'000

Valuation

£'000

% of net assets

% of company held

IMI Mobile plc

1,960[4]

15,281

42.0

18.8

Miton Group plc

1,312

1,306

3.6

2.9

Spaceandpeople plc

1,361

1,609

4.4

10.6

Castlestreet Investments plc

1,109

1,117

3.1

4.9

Cash and other net assets

Not applicable

17,087

46.9

Not applicable

Net assets


36,400

100%


 

Analysis by Sector

Sector

% of Portfolio

Software and computer services

42.9

Media

4.5

Financial services

3.7

Investment Companies

3.1

Cash and other net assets

45.8

 

Analysis by market capitalisation

Market capitalisation

% of Portfolio

£0-£50m

11.3

£50 - £100m

42.9

Cash and other net assets

45.8

 

Outlook

Investment Manager

Gresham House Asset Management Limited

11 December 2015

 

 

INDEPENDENT REVIEW REPORT TO GRESHAM HOUSE STRATEGIC PLC

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2015 which comprises the Group Statement of Comprehensive Income, Group Statement of Financial Position, Group Statement of Changes in Equity, Group Statement of Cash Flows and related 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.

Directors' responsibilities

The interim report, including the financial information contained therein, is the responsibility of and has been approved by the directors.  The directors are responsible for preparing the interim report in accordance with the rules of the London Stock Exchange for companies trading securities on AIM which require that the half-yearly report be presented and prepared in a form consistent with that which will be adopted in the company's annual accounts having regard to the accounting standards applicable to such annual accounts.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Our report has been prepared in accordance with the terms of our engagement to assist the company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose.  No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent.  Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

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 United Kingdom.  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 consider that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2015 is not prepared, in all material respects, in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.

BDO LLP

Chartered Accountants and Registered Auditors

London, United Kingdom

11 December 2015

 

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

 

Group statement of comprehensive income (condensed)

Six months to 30 September 2015

 



Six months to

Six months to

Year to



30-Sep

30-Sep

31-Mar



2015

2014

2015



£'000

£'000

£'000



Unaudited

Unaudited

Audited






Continuing operations





Gains and losses on investments at fair value through profit or loss



Realised gains / (losses)


166

(386)

(407)

Unrealised gains / (losses)


2,716

2,154

(452)



2,882

1,768

(859)

Revenue





Bank interest receivable


9

9

11

Fund management revenue


-

75

75



9

84

86






Administrative expenses





Salaries and other staff costs


(65)

(65)

(216)

Investment management fees (Note 4)


(2,594)

(125)

(313)

Fund management costs


-

(75)

(75)

Other costs (including fundraising/reorganisation)


(781)

(857)

(980)

Total Administrative expenses


(3,440)

(1,122)

(1,584)






(Loss) / profit before taxation


(549)

730

(2,357)






Taxation


-

-

-






(Loss) / profit and total comprehensive income for the financial period


(549)

730

(2,357)






Attributable to:





 - Equity shareholders' funds of the parent


(549)

730

(2,357)

 

 

Group Statement of Financial Position (condensed)

At 30 September 2015



30-Sep

30-Sep

31-Mar



2015

2014

2015



£'000

£'000

£'000



Unaudited

Unaudited

Audited

Non-current assets



 


Investments at fair value through profit and loss


19,348

19,486

16,503



19,348

19,486

16,503

Current assets





Trade and other receivables


515

46

32

Other debtors


-

3,123

3,123

Cash and cash equivalents


16,693

4,654

3,036



17,208

7,823

6,191

Current liabilities





Trade and other payables


(156)

(1,623)

(95)



(156)

(1,623)

(95)






Net current assets


17,052

6,200

6,096






Net assets


36,400

25,686

22,599






Equity attributable to the shareholders of the parent





Issued capital - ordinary shares


1,922

1,125

1,125

Issued capital - D shares


10

10

10

Share premium


13,562

9

9

Revenue reserve


10,213

13,849

10,762

Capital redemption reserve


10,693

10,693

10,693

Total Equity


36,400

25,686

22,599

 

Net assets per share



Number

Number

Number



'000

'000

'000



Unaudited

Unaudited

Audited

Ordinary shares in issue


3,843

450,000

450,000

Shares held in Treasury


(156)

(31,154)

(31,154)

Shares in issue for net asset per share calculation


3,687

418,846

418,846






NAV per ordinary share (pence)


987.25

1226

1080

 (30 Sep 2014 and 31 March 2015 re-stated for comparison on a 200:1 basis)

 

 

Group Statement of Changes in Equity (condensed)

for the six months ending 30 September 2015

 


D shares

Ordinary share capital

Share Premium

Revenue Reserve

Capital Redemption reserve

Total equity


£'000

£'000

£'000

£'000

£'000

£'000








Balance at 1 April 2014

10

1,350

9

31,904

10,468

43,741








New 2014 B & C shares issued

-

(225)

-

-

225

-

Profit and total comprehensive income for the financial period

-

-

-

730

-

730

Share buy-backs of 2014 B shares

-

-

-

(14,000)

-

(14,000)

Dividend on 2014 C shares

-

-

-

(4,987)

-

(4,987)

Share options exercised

-

-

-

202

-

202

Balance at 30 September 2014

10

1,125

9

13,849

10,693

25,686

(unaudited)







Balance at 1 April 2014

10

1,350

9

31,904

10,468

43,741








Loss and total comprehensive income for the year

-

-

-

(2,357)

-

(2,357)

New 2014 B & C shares issued

-

(225)

-

-

225

-

Share buy-backs of 2014 B shares

-

-

-

(14,000)

-

(14,000)

Dividend on 2014 C shares

-

-

-

(4,987)

-

(4,987)

Share options exercised

-

-

-

202

-

202








Balance at 31 March 2015

10

1,125

9

10,762

10,693

22,599

(audited)







Loss and total comprehensive income for the financial period

-

-

-

(549)

-

(549)

Shares issued

-

797

13,544

-

-

14,341

Share consolidation adjustment

-

-

9

-

-

9








Balance at 30 September 2015

10

1,922

13,562

10,213

10,693

36,400

(unaudited)







 

During the year to 31 March 2015 the ordinary shares of 0.30p per share were re-classified as ordinary shares of 0.25p per share. At the same time the shareholders were issued with either 1 B share or 1 C share depending on the shareholder preference in an election. If a shareholder did not make an election, they received C shares by default. Each B share was re-purchased by the Company at 4.5p per share on 25 April 2014 and then cancelled. Each C share received a dividend of 4.5p per share on 25 April 2014, after which the shares were deferred and subsequently bought back for 1.0p for the whole class and cancelled in May 2014. The total amount returned to shareholders holding B or C shares amounted to £19.0m.

 

At a general meeting of the Company held on 6 August 2015, the shareholders approved a 200 for 1 share consolidation thereby resulting in new ordinary shares of 50p nominal value. On 7 August 2015, the company issued 1,593,275 new ordinary shares at a price of £9.00 per share.

 

The total number of shares in issue is now 3,843,275 with 155,771 of these held in Treasury.

 

Group Statement of Cash Flows (condensed)

Six months to 30 September 2015

 



Six months to

Six months to

Year to



30-Sep

30-Sep

31-Mar



2015

2014

2015



£'000

£'000

£'000



Unaudited

Unaudited

Audited

Cash flows from operating activities

 





Cash flow from operations


(730)

(3,182)

(5,157)

Net cash outflow from operating activities


(730)

(3,182)

(5,157)






Cash flows from investing activities





Purchase of financial investments


(6)

-

-

Sale of financial investments


3,825

3,158

3,515

Net cash inflow from investing activities


3,819

3,158

3,515






Cash flows from financing activities





Dividends paid (C shares)


-

(4,987)

(4,987)

Share buy backs (B shares)


-

(14,000)

(14,000)

Dividends paid (D shares)


-

(2,200)

(2,200)

Share option exercise proceeds


-

202

202

Proceeds from share issue


10,568

-

-

Net cash inflow / (outflow) from financing activities


10,568

(20,985)

(20,985)






Change in cash and cash equivalents


13,657

(21,009)

(22,627)

Opening cash and cash equivalents


3,036

25,663

25,663

Closing cash and cash equivalents


16,693

4,654

3,036



 










 



Reconciliation of operating income to net cash outflow from operating activities




 



Revenue


9

84

86

Administrative expenses


(3,440)

(1,122)

(1,584)

Operating loss


(3,431)

(1,038)

(1,498)

(Increase) / decrease in trade and other receivables


(483)

509

522

Decrease / (increase) in other debtor


3,123

(3,123)

(3,122)

Increase/(decrease) in trade and other payables


61

470

(559)

Decrease in provisions


-

-

(500)






Net cash flow from operations


(730)

(3,182)

(5,157)

 

 

Notes to the Half Year Report

 

Note 1 - General information

Gresham House Stategic plc is a company incorporated in the UK. The company was formerly named SPARK Ventures plc but took the opportunity to change the articles of association at the Annual General Meeting held on 22 September 2015 to permit the Directors to change the company's name by a resolution of the Board. Accordingly the name was changed to Gresham House Strategic plc on 28 October 2015. The information set out in this unaudited Half Year Report for the periods ended 30 September 2015 and 30 September 2014 does not constitute statutory accounts as defined in section 435 of Companies Act 2006. Comparative figures for 31 March 2015 are derived from the financial statements for that year. The financial statements for the year ended 31 March 2015 have been delivered to the Registrar of Companies and contain an unqualified audit report, did not contain a statement under matter of emphasis and no statements under section 498(2) or (3) of the Companies Act 2006. This Half Year Report has been prepared in accordance with the AIM rules.

 

Note 2 - Basis of accounting

The Annual Group financial statements are prepared under International Financial Reporting Standards (IFRS) as adopted by the European Union. The financial information set out in this Half Year Report has been prepared using accounting policies, methods of computation and presentation consistent with those applied in the preparation of the accounts for the Group for the year ended 31 March 2015. This report does not itself contain sufficient information to comply with IFRS.  These condensed consolidated interim financial statements have been prepared on the basis of IFRSs in issue that are effective at the Group's annual reporting date as at 31 March 2016.

 

Note 3 - Investments at fair value through profit and loss

 

Portfolio Company Name

Value at


Value at

Value at


31/03/2015

Additions

Disposals

Revaluations

30/09/2015

30/09/2014


£'000

£'000

£'000

£'000

£'000

£'000








IMImobile

12,808

-

-

2,472

15,280

14,803

Assets sold to Hollyport

3,659

-

(3,659)

-

-

4,583

Spacesandpeople


1,361


248

1,609


Miton Group


1,318


(12)

1,306


Castle Street Investments


1,109


8

1,117




 

 





16,467

3,788

(3,659)

2,716

19,312

19,386








Other investments (1)

36

-

-

-

36

100








TOTAL portfolio

16,503

3,788

(3,659)

2,716

19,348

19,486

 

(1) Other investments represent a stake in Quester Venture Partnership which will be realised within the next few months.

The assets sold to Hollyport above generated cash proceeds of £3.825m, resulting in a profit of £0.166m compared with the March 2015 book value

 

Note 4 - Investment Management and incentive fees

 

 

 



[1] Source: Bloomberg, total return on FTSE Small Cap excluding investment trusts index and the FTSE All share index between 31 Dec 2014 and 30 Sept 2015 respectively.

[2] S&P 'Shiller PE ratio' at 26.4 on 25 November 2015; source multpl.com

[3] October 2015

[4] The investment in IMI was made in 2002; the valuation on the 10 August 2015, which serves as 'cost for the purposes of the new management agreement was £16.3m.


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