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Ocean Res Cap Hldgs (OCE)

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Tuesday 27 September, 2005

Ocean Res Cap Hldgs

Interim Results

Ocean Resources Capital HoldingsPLC
27 September 2005


                                OCEAN RESOURCES

                              CAPITAL HOLDINGS PLC


               Interim report for the six months to 30 June 2005

The Directors of Ocean Resources Capital Holdings Plc announce the interim
results for the six months to 30 June 2005.

Chairman's Interim statement

Since the year end, the Company's investment portfolio has a suffered a decline
of 9%, from 33.09 pence per share to 30.11 pence per share.

Against this background of continued poor performance and in consultation with
certain major shareholders and with the Company's Administrator, the Board
announced on 26 May 2005, that it has decided that it is appropriate to
implement some changes to the Company, its administration and the Board.

As regards the Company, the Board has concluded that steps need to be taken to
reduce the discount between the net asset value and the share price and to bring
forward the opportunity for shareholders generally to achieve liquidity.
Therefore, proposals will be put that a resolution is proposed at the annual
general meeting to be held in 2007 that the Company be wound up.

This limitation on the life of the Company will require a change in investment
strategy, although the Company will continue to invest in the same asset class.
In particular, the Company will be seeking to reduce its gearing over the next
two years and positioning itself should the shareholders approve the liquidation
proposal.  The Board will still be seeking opportunities, where it sees special
returns, but generally will not be making further investments.  Where the
opportunity occurs and the Company has available resources it will commence a
share buy-back programme.

The Company currently pays an annual administration fee of 1.5% of net asset
value and a further fee, computed semi-annually, of 20% of the increase in the
market value of the Company, subject to high watermarking.  It is intended that
this be amended so that no annual fee will be payable, saving the Company some
£420,000 per annum.  The performance fee will be amended to be based on net
asset value and, in particular, reflecting the current net asset value, the
cancellation of the annual fee and the reduction in the life of the Company
detailed earlier.  The Company will take on certain third party costs currently
borne out of the annual fee by the Administrator amounting to some £65,000
(excluding VAT).

Finally, the Board intends to invite two new non-executives to join the Board,
to strengthen the representation of shareholders.  To prevent the Board becoming
too large, given the size of the Company, Mr Faulke and Mr Smith have offered to
resign as directors at the forthcoming extraordinary general meeting.  In
closing, I would like to take this opportunity to thank Messrs Faulke and Smith
for their contribution to the Company since its initial listing and look forward
to welcoming the two new non-executives, Mr Christopher Agar and Mr Francis
Daniels.


Consolidated Profit and Loss Account

For the six months to 30 June 2005

                                                 Notes            Unaudited        Unaudited           Audited
                                                                    30 June          30 June       31 December
                                                                       2005             2004              2004
                                                                      £'000            £'000             £'000
Income from investments
Listed securities                                                         -                -                 -
Unlisted securities                                                     568              727             1,423

                                                                        568              727             1,423

Surplus/(loss) on disposal of investments
Listed securities                                                     (150)                -               704
Unlisted securities                                                       -              220             (324)

Interest receivable and similar income                                   12                4                 9
Fees and commission                                                     220                -               991

Administrative expenses                                               (265)            (774)           (1,261)

Operating profit - pre write down of                                    385              177             1,542
investments

Write down of investments                          3                (3,390)          (3,870)           (4,262)

Operating loss                                                      (3,005)          (3,693)           (2,720)

Interest payable                                                      (194)            (197)             (416)

Loss for the period before and after taxation                       (3,199)          (3,890)           (3,136)

Loss per share
Basic loss per share                               4                (3.75p)          (4.56p)           (3.68p)

Diluted loss per share                                              (3.75p)          (4.56p)           (3.68p)


The Group's current period results shown above are derived entirely from
continuing activities.


Balance Sheets of the Group and Company

As at 30 June 2005

                                  Notes               Unaudited              Unaudited                 Audited
                                             Group      Company      Group     Company Group           Company
                                                   30 June 2005           30 June 2004        31 December 2004
                                            £ '000       £ '000     £ '000      £ '000     £ '000       £ '000
Fixed asset investments
Group undertakings                               -            -          -           -          -            -
Other investments                   2       30,374       30,374     32,090      32,090     33,402       33,402

                                            30,374       30,374     32,090      32,090     33,402       33,402

Current assets
Debtors                                      1,335        1,335      2,738       2,738      1,630        1,630
Cash at bank and in hand                       131          131         42          42         74           74

                                             1,466        1,466      2,780       2,780      1,704        1,704

Creditors: amounts falling due             (5,174)      (5,174)    (5,611)     (5,611)    (5,905)      (5,905)
within one year

Net current liabilities                    (3,708)      (3,708)    (2,831)     (2,831)    (4,201)      (4,201)

Total assets less current                   26,666       26,666     29,259      29,259     29,201       29,201
liabilities

Creditors: amounts falling due
after more than one year
8% Convertible Unsecured Loan              (1,003)      (1,003)      (995)       (995)      (999)        (999)
Stock 2006

Net assets                                  25,663       25,663     28,264      28,264     28,202       28,202



Capital and reserves
Called up share capital                        852          852        852         852        852          852
Share premium account                       38,202       38,202     38,202      38,202     38,202       38,202
Warrant reserve                              1,109        1,109      1,109       1,109      1,109        1,109
Revaluation reserve                          2,967        2,967      4,252       4,252      3,214        3,214
Profit and loss account                   (17,467)     (17,467)   (16,151)    (16,151)   (15,175)     (15,175)

Equity shareholders' funds                  25,663       25,663     28,264      28,264     28,202       28,202


Net asset value per share           5       30.11p                  33.16p                 33.09p



The financial statements were approved by the Board on 26 September 2005 and
signed on its behalf by:

David J Hutchins
Director


Consolidated Cash Flow Statement
For the six months to 30 June 2005
                                                                         Unaudited     Unaudited          Audited
                                                                      30 June 2005       30 June      31 December
                                                                                            2004             2004
                                                                            £ '000        £ '000           £ '000

Net cash outflow from operating activities                                   (292)         (105)          (1,186)

Interest paid on loan                                                        (146)         (141)            (353)
Interest paid on 8% Convertible Unsecured Loan Stock 2006                     (41)          (50)             (91)

Net cash outflow from servicing of finance                                   (187)         (191)            (444)


Taxation paid                                                                    -             -                -

Investing activities
Purchase of fixed asset investments                                        (1,345)          (50)          (4,575)
Proceeds of disposal of fixed asset investments                              2,126           180            5,235

Net cash inflow/(outflow) from capital expenditure and
financial investment
                                                                               781           130              660

Net cash outflow before financing                                              302         (166)            (970)

Loan repaid                                                                (2,200)             -          (2,800)
Loans (granted) to / repaid from investee companies                          (192)             -              832

Net cash outflow from financing                                                  -             -          (1,968)

(Decrease)/Increase in cash                                                (2,392)         (166)          (2,938)


Reconciliation of net cash inflow to movement in net debt

(Decrease)/Increase in cash                                                (2,090)         (166)          (2,938)
Net repayment of loan facility                                               2,200             -            2,800
Debt due on 8% Convertible Unsecured Loan Stock 2006                           (4)           (4)              (7)

Movement in net debt in period                                                 106         (170)            (145)
Net debt at beginning of period                                            (5,928)       (5,783)          (5,783)

Net debt at period end                                                     (5,822)       (5,953)          (5,928)

Major non-cash transactions

Interest and commissions received in the form of shares                        200             -            1,136

                                                                               200             -            1,136

Notes

     
1.   Basis of preparation

The interim accounts have been prepared in accordance with applicable accounting
standards in the United Kingdom and the Company's established accounting
policies.  The interim accounts do not constitute statutory accounts within the
meaning of S.240 of the Companies Act 1985


2.   Fixed asset investments

Investments are treated as fixed assets and are shown in the balance sheet at
valuation. Increases against book cost attributable to share price changes are
taken to the revaluation reserve.  Write-downs and foreign exchange movements
are taken to the profit and loss account.

Investments quoted in the United Kingdom are valued at middle market prices at
the close of business at the balance sheet date. Unquoted investments are valued
at market prices at the close of business at the balance sheet date where an
organised market exists; otherwise, unquoted investments have been valued by the
directors based upon dealing prices or stockbrokers' valuations where available,
net asset values or other relevant information. Where an event occurs during the
period that requires the valuation of an unquoted investment to be revised, that
revision is reflected in the next announced net asset value. All valuations are
based upon the guidelines set out by the British Venture Capital Association.


3.   Net write down of investments

                                                                        30 June          30 June     31 December
                                                                           2005             2004            2004
                                                                          £'000            £'000           £'000

Write down of investments                                               (3,390)          (4,434)         (4,262)
Adjustment to previously impaired investments                                 -              564               -

                                                                        (3,390)          (3,870)         (4,262)

     
4.   Earnings per share

                                                                        30 June          30 June     31 December
                                                                           2005             2004            2004
                                                                          £'000            £'000           £'000

Loss attributable to ordinary shareholders                              (3,199)          (3,890)         (3,136)
Number of ordinary shares in issue during the period                 85,241,078       85,241,078      85,241,078

Loss per share (pence)                                                  (3.75p)           (4.6p)          (3.7p)


At 30 June 2005 the warrants in issue were not dilutive.

     
5.   Net asset value per ordinary share

                                                                        30 June          30 June     31 December
                                                                           2005             2004            2004
                                                                          £'000            £'000           £'000

Net asset value attributable to ordinary shareholders                    25,663           28,264          28,202
Number of ordinary shares in issue                                   85,241,078       85,241,078      85,241,078

Net asset value per share (pence)                                         30.1p            33.2p           33.1p



The Interim Report will be posted to shareholders. Copies may be obtained during
normal business hours from the Company's registered office, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU.


By order of the Board
                                                                    
Capita IRG Trustees Limited
Secretary,  26 September 2005


                      This information is provided by RNS
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