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Promethean PLC (PTH)

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Wednesday 26 March, 2014

Promethean PLC

Half Yearly Report

RNS Number : 1857D
Promethean PLC
26 March 2014
 

 

 

 

 

 

26 March 2014

Promethean plc

Interim Results for the 6 months ended 31 December 2013

Promethean plc ("Company" or the "Group") today announces its interim results for the six months ended 31 December 2013. Further enquiries:

Sir Peter Burt

Promethean PLC                                      +44 (0) 207 246 2590

Stuart Gledhill

S. P. Angel Corporate Finance LLP:        +44 (0)20 3463 2260

 

Other corporate information can be found at: http://www.prometheanplc.com

 

Chairman's Statement

Introduction

 

As you know, your Company's shares remain suspended pending the resolution of a possible reverse takeover of the Company. The transaction, which will be outlined in a Prospectus, is structured as a Conditional Offer which will be made to acquire the minority interests in T.I.S. Holdings Limited and PDL Acquisition Limited together with the proposed acquisition of a minimum amount of PATF TEPs.  I am sorry to say that there continue to be delays, primarily as the result of the need to obtain regulatory clearances in a number of different jurisdictions.   Not all of these clearances have been obtained and consequently it has been decided to publish the Interim Report and Accounts before the publication of the Prospectus.  Since the Company has effectively only two assets: cash and a majority shareholding in T.I.S, there has been no material change in the Company's position since the date of the publication of the Annual Report and Accounts. The trading prospects for Promethean both for the period to December 31st 2013 and indeed since then were and continue to be effectively those of the TIS Group.  There has been substantial expenditure on professional fees for the period under review and four-fifths of this has been incurred in respect of the proposed reverse takeover, which are underwritten by TIS in the event that the transaction does not proceed.

The process has been lengthy, partly because of the specialist nature of TIS's business and I am sorry that the proposed transaction has taken so long despite the remarkable efforts of both the TIS staff and the various professional advisers who have been involved.  Our thanks are due to all of them for their efforts.

We continue to proceed on the basis that the necessary regulatory consents will be obtained in the near future but there can be no certainty of that and one has no way of speeding up regulatory clearances. Nonetheless, at the time of writing and in the Directors' opinion, the proposed transaction remains in the interests of the Promethean PLC shareholders and we shall continue to pursue it to a conclusion.

In the meantime and as always, my fellow Directors and I are available to speak to shareholders and to answer any questions which may arise.    

 

 

 

Sir Peter Burt

Chairman

 

25 March 2014


 

 

 

Independent review report to Promethean 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 31 December 2013 which comprises the Group Statement of Comprehensive Income, the Group Statement of Financial Position, the Group Statement of Changes in Equity, the Group Statement of Cash Flows and the related explanatory notes 1-2. We have read the other information contained in the half yearly financial report which comprises only the Chairman's Statement and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with guidance contained in ISRE (UK and Ireland) 2410, 'Review of Interim Financial Information performed by the Independent Auditor of the Entity'. Our review has been undertaken so that we might state to the Company those matters we are required to state to them in a review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half yearly financial report in accordance with the AIM rules of the London Stock Exchange.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with the basis of accounting described in note 2.

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.

 

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 believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2013 is not prepared, in all material respects, in accordance with the AIM rules of the London Stock Exchange and the basis of accounting described in note 2.

 

 

 

 

GRANT THORNTON LIMITED

CHARTERED ACCOUNTANTS
ISLE OF MAN

25 March 2014


 

 

 

 

 

Promethean plc

Group Statement of Comprehensive Income for the period to 31 December 2013 Unaudited

 

 

 



Period


Period


Year



1 July 2013 to 31 Dec 2013


1 July 2012 to 31 Dec 2012


1 July 2012 to 30 Jun 2013



£'000


£'000


£'000








Investing operations







Investment and other income


-


1,729


3,516

Realised and unrealised loss on financial investments


-


(6,183)


(4,337)



-


(4,454)


(821)

Management and other expenses


(767)


(500)


(1,003)

Loss from investing activities


(767)


(4,954)


(1,824)








Loss before finance costs and taxation


(767)


(4,954)


(1,824)















Finance income


-


-


5

Finance costs


(3)


(1)


(38)

Loss before tax


(770)


(4,955)


(1,857)








Income tax expense


(55)


-


-

Group loss and total comprehensive income


(824)


(4,955)


(1,857)








Loss per share - (basic and diluted)


(1.83p)


(10.97p)


(4.11p)


 

 

 

 

 

Promethean plc

Group Statement of Financial Position as at 31 December 2013 Unaudited

 

 



31 Dec 2013


31 Dec 2012


30 June 2013



£'000


£'000


£'000

Non-current assets







Investments held at fair value through profit or loss


6,311


3,575


6,311



6,311


3,575


6,311








Current assets







Trade and other receivables


630


674


324

Cash and cash equivalents


2,097


3,641


3,064



2,727


4,315


3,388

Total assets


9,038


7,890


9,699








Current liabilities







Trade and other payables


280


1,406


117

Total liabilities


280


1,406


117








Net Assets


8,758


6,484


9,582








Equity







Share capital


452


452


452

Share premium


4,723


4,723


4,723

Retained earnings


3,583


1,309


4,407

Total equity


8,758


6,484


9,582








Net asset per share


£0.19


£0.14


£0.21


 

 

 

 

 

Promethean plc

Group Statement of Changes in Equity for the period to 31 December 2013

Unaudited

 

 



Share capital


Share premium


Retained earnings distributable


Total



£'000


£'000


£'000


£'000










Balance as at 30 June 2013


452


4,723


4,407


9,582










Transactions with owners


-


-


-


-










Loss for the period


-


-


(824)


(824)

Other comprehensive income


-


-


-


-










Total comprehensive income for the

period


-


-


(824)


(824)










Balance as at 31 December 2013


452


4,723


3,583


8,758
















 

 

 





Share capital


Share premium


Retained earnings distributable


Total



£'000


£'000


£'000


£'000










Balance as at 30 June 2012


452


10,387


6,264


17,103










Capital return


-


(5,664)


-


(5,664)

Transactions with owners


-


(5,664)




(5,664)










Loss for the period


-


-


(4,955)


(4,955)

Other comprehensive income


-


-


-


-










Total comprehensive income for the

period


-


-


(4,955)


(4,955)










Balance as at 31 December 2012


452


4,723


1,309


6,484







 

 

 














Share capital


Share premium


Retained earnings distributable


Total



£'000


£'000


£'000


£'000










Balance as at 30 June 2012


452


10,387


6,264


17,103










Capital return


-


(5,664)


-


(5,664)

Transactions with owners


-


(5,664)


-


(5,664)










Loss for the period


-


-


(1,857)


(1,857)

Other comprehensive income


-


-


-


-










Total comprehensive income for the

period


-


-


(1,857)


(1,857)










Balance as at 30 June 2013


452


4,723


4,407


9,582

 

 


 

 

 

 

 

Promethean plc

Group Statement of Cash Flows for the period ended 31 December 2013 Unaudited

 

 



Period


Period


Year



1 July 2013 to 31 Dec 2013


1 July 2012 to 31 Dec 2012


1 July 2012 to 30 Jun 2013



£'000


£'000


£'000








Cash outflow from operating activities







Net loss for the period


(770)


(4,955)


(1,857)

Adjustments for :







     Finance income


-


-


(5)

     Finance cost


3


1


38

     Investment impairments


-


4,491


4,596

     Investment income


-


-


(3,753)

     Decrease/(increase) in trade and other receivables


(309)


587


697

     (Decrease)/increase in payables


167


(144)


(1,433)

     Tax paid


(55)


(132)


(132)

     Loss on disposal of subsidiary


-


-


(22)

Net cash outflow from operating activities


(964)


(152)


(1,871)








Cash (outflow)/inflow from investing activities







     Proceeds from returns on investments


-


3,077


4,376

     Purchase of investments


-


-


(125)

     Finance income


-


-


5

Net cash (outflow)/inflow from investing activities


-


3,077


4,256








Cash (outflow)/inflow from financing activities







     Finance cost


(3)


(1)


(38)

Net cash (outflow)/inflow from financing activities


(3)


(1)


(38)








Net increase/(decrease) in cash


(967)


2,924


2,347








Cash and cash equivalents at beginning of period


3,064


717


717

Cash and cash equivalents at end of period


2,097


3,641


3,064

 

 



 

 

 

 

Note 1 - General Information

The information for the six month period ended 31 December 2013 and the period 1 July 2012 to 31 December 2012 do not constitute statutory accounts as defined in section 80 of the Companies Act 2006. Comparative figures for the year to 30 June 2013 are taken from the full statutory accounts, which contain an unqualified audit report.

 

Note 2 - Basis of accounting

This statement has been prepared using accounting policies and presentation consistent with those applied in the preparation of the accounts for the Company for the year ended 30 June 2013, and in accordance with International Accounting Standard 34, "Interim Financial Reporting".

 

Note 3 - Management & other expenses
Included within Management & other expenses are amounts totalling £278,000 in respect of the proposed reverse takeover, as noted in the Chairman's Statement on page one. Of these expenses, £204,000 has been settled by the TIS Group in accordance with the terms of the proposed transaction.

 

 

 


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