WATER HALL GROUP PLC 
By RNS Number : 2191I
Water Hall Group Plc
01 July 2013
FOR IMMEDIATE RELEASE 30 june 2013 Water hall group plcFinal Results and Report and Accounts
Water Hall Group Plc today announces that it has published the Report and Accounts for the year ended 31 December 2012 ("the Accounts"), and they are being posted to . The Accounts will shortly be available on the Company website,www.waterhallgroupplc.comand extracts are set out below:
For further information please contact:
Raschid Abdullah, Executive Chairman Water Hall Group plc | 01483 452 333 07768 905 004 |
Roland Cornish, Michael Cornish Beaumont Cornish (Nominated Adviser/Broker) | 0207 628 3396 |
The year to 31 December 2012 proved to be an active one for Water Hall Group plc ("the Group" or "Water Hall"). The main elements were the disposal of Water Hall (England) Limited ("WHE") - the Group's last remaining assets in the quarry, landfill and waste management sector - a fundraising and discussions with Petards Group plc ("Petards"), the Group's 29.99% owned associate.
On 25 April 2012 the board of Water Hall announced that it had entered into a contract, conditional upon shareholder consent, to dispose of WHE for £1.25m. Shareholder consent was obtained at a General meeting held on 11 May 2012 with an initial payment of £1.0m being received on that date and the balance in instalments of £100,000 and £150,000 receivable on 29 June and 28 September respectively. The disposal, which provided for responsibility for all environmental liabilities to pass to the purchaser, fully exits Water Hall from quarry, landfill and waste management activities.
Following shareholder consent on 15 October 2012, Water Hall raised £773,691 before expenses through a combination of a firm placing for £550,000 from the issue of new ordinary shares at 2.5p per share, £200,000 of 3.0% unquoted unsecured convertible loan stock convertible into Water Hall ordinary shares at 2.5p per share and £23,691 from a pre-emptive open offer to shareholders at 2.5p per share.
In regard to the claim for the potential recovery of the aggregates levy, this is being pursued by a leading firm of London solicitors as part of an industry class action against HMRC. Water Hall's claim is for £539,000 plus interest. While the directors are advised that Water Hall's claim has merit, they understand this is likely to be a lengthy process and will therefore continue to monitor progress in this matter. No value has been attributed to this claim in the accompanying financial statements.
At the General Meeting to approve the disposal of WHE, shareholders also approved the Directors' new policy.
On 7 May 2013 the board of Water Hall announced that it had increased the group's exposure by acquiring liquid investment-grade UK equities at a cost of £590,000 in accordance with terms and conditions of the investing policy which were substantially met.
Following the directors becoming aware of a further Petards related , on 21 June 2013, the decision was taken to dispose of the general portfolio for £562,000 to ensure that sufficient funds would be available to complete the opportunity, further details of which are provided below under Petards.
In addition to the share portfolio, Water Hall has until recently retained in 800,000 Lloyds ordinary shares. At the year end the middle market price of Lloyds shares was 47.92p placing a valuation on the shares of £383,000. For the same reason as the general portfolio was sold, the Lloyds shares were also sold on the same day realising £498,000.
Water Hall currently owns 3,259,933 ordinary shares of Petards representing 29.99% of its issued ordinary share capital.
On 30 September 2010 following an invitation by the directors of Petards, Osman Abdullah, an employee of Water Hall, joined the board as a non-executive director. On 20th September 2012, following a number of discussions between the directors of the two companies, Petards announced that it had received a takeover approach from Water Hall and was therefore in a statutory offer period as defined under the Rules governing UK takeovers ("the Rules"). During the 28 day period that followed ("offer period"), two proposals conditional upon satisfactory due diligence were tabled by Water Hall to the Petards' board, neither of which found favour with its directors. Under the Rules, Water Hall was precluded, except in very special circumstances, from making a further offer for Petards for a period of 6 months from the expiration of the offer period.
Following the rejection of Water Hall's proposals, on 26 October 2012 the directors of Petards announced a pre-emptive open offer of shares for its shareholders, on the basis of approximately seven new shares for every ten shares then owned, raising approximately £1.125m before expenses, at 25p per share. The purpose of raising new equity was to provide additional working capital, in particular for a four year £8.0m rail contract that Petards had recently been awarded for the provision of its on-board digital CCTV systems, and to accelerate product development.
The directors of Water Hall considered it was in the best interests of the shareholders for Water Hall to subscribe for its full entitlement under the open offer. The Company therefore invested a further £337,458 for 1,349,833 new ordinary shares, increasing its shareholding to its present holding of 3,259,933 ordinary shares, thereby maintaining its shareholding at 29.99% of Petards enlarged share capital.
At the instigation of Water Hall, following exchanges of correspondence between Water Hall and the chairman of Petards in December last year and January of this year, culminating in Water Hall requisitioning a General Meeting of Petards and sending a letter to Petards shareholders seeking their support for his removal as a director, the chairman of Petards announced his resignation and I was appointed chairman with executive responsibility on 22 January 2013.
The reasons for seeking the previous chairman's removal were documented in Water Hall's letters to Petards shareholders dated 4 January and 11 January 2013, but essentially focused on the poor financial performance of Petards over several years, which Water Hall considered had been and was continuing to be detrimental to the interests of shareholder value for Petards shareholders. Since my appointment as chairman of Petards, it has become clear that the change was necessary and overdue; and further changes remain to be made if Petards is to have any chance of achieving its potential by sustainable growth through product development and wider market presence.
Since it became an associate on 18 June 2010, the investment in Petards has been carried at cost plus Water Hall's share of subsequent changes in Petards net assets. While the Directors regard that the investment in Petards retains significant potential underlying value, having regard for Petards share price and market capitalisation, it has been considered more appropriate to include the carrying value of the investment in Water Hall's 2012 financial statements at its middle market vale of £733,000 at 31st December 2012. Accordingly provision for impairment of £1.091m has been charged in Water Hall's income statement for the year. Further details on Petards can be found on its website www.petards.com.
On 27th June 2013 Water Hall acquired from Lloyds TSB Commercial Finance and Bank of Scotland ("the Banks") full title, rights and security attaching to the outstanding working capital and receivables finance facilities provided by the Banksto Petards. On completion, the amount owing by Petards to the Banks, which is now owed to Water Hall, was approximately £1.150m. the consideration and other related costs paid by Water Hall to the Banks amounted to £490,000 in cash, funded from cash balances. £175,000 was also advanced to Petards immediately prior to completion.
The Petards indebtedness is secured by a fixed and floating charge over the assets and business of Petards and its subsidiaries. The Banks have assigned their full security interests to Water Hall. The board of Water Hall is now in the process of discussing with the board of Petards how the two companies can work together with a view to making available to Petards funding for their ongoing working capital needs and it is hoped to announce the conclusions of these discussions shortly.
Water Hall's continuing operations comprise corporate costs and investments.
Administrative expenses for the year were £618,000 (2011- £654,000). Other gains (2011 losses) amounted to £176,000 (2011 £318,000) arising from an increase (2011 decrease) in the value of the investment in Lloyds.
Water Hall's share of Petards profit after tax was £60,000 (2011 £94,000). As explained above, a provision for impairment of the investment in Petards of £1.091m has been made to reduce the investment carrying value to market value at 31 December 2012.
The loss for the year from continuing operations before and after tax was £1.473m (2011 £876,000) and the profit from discontinued operations was £595,000 (2011 £123,000), arising mainly from the sale of waste management activities. The loss for the year was £878,000 (2011 £753,000).
Basic and diluted loss per share for the year was 1.43p (2011 1.33p). Basic and diluted loss per share for the year from continuing operations was 2.39p (2011 1.55p).
No dividend is payable.
Cash flow used in operations was £1.059m (2011 £669,000) and cash generated from investing activities was £1.091m (2011 £432,000). the principal cash inflow movements within investing activities were the proceeds of sale of the waste management operations and the related release of funds held in escrow for environmental obligations. The principal cash outflow movement was the purchase of additional Petards shares for £337,000. The increase in free cash and cash equivalents during the year was £749,000 (2011 decrease of £237,000). At 31 December 2012 the Group had cash and cash equivalents of £947,000 (2011 198,000).
The middle market value of investments at 31 December 2012 was £1.116m (2011 £627,000), of which Petards represented £733,000 (2011 £420,000).
Total equity at 31 December 2012 was £1.777m (2011 £2.135m) representing 2.23p (2011 3.77p) per ordinary share.
While employee numbers were reduced on the disposal of Water Hall (England) limited, thanks should be given to those who ceased to be employees of the Group as a consequence. through a long period of uncertainty over their future, they continued to give loyal service to Water Hall.
FutureWhile the Group no longer has any trading activities and is small in terms of quoted companies, it the intention of the directors to see Water Hall develop into a larger group and therefore all aspects of the investing policy approved by shareholders at the General Meeting held on 11 May 2012 remain open for the Directors to pursue. In this context a number of acquisition opportunities have been reviewed. In some cases the timing has not been right for the vendors to obtain a UK listing and in others the businesses have not been considered suitable. the Directors will continue to review other prospective opportunities.
Conclusion
While Petards has not been an easy ride, Water Hall's Directors believe that the sectors in which Petards operates and its long experience of operating within them provide a good base from which to develop a larger business with a wider spread of activities.
The Annual General Meeting of Water Hall will be held on 30 July at 12 noon at The County Club, 158 High Street, Guildford, Surrey GU1 3HJ when all shareholders are welcome to attend, meet its management and discuss the Company's affairs.
Chairman
30 June 2013
CONSOLIDATED INCOME STATEMENTFor the year ended 31December 2012
2012 | 2011 | |||
Continuing operations | Note | £000 | £000 | |
Administrative expenses | (618) | (654) | ||
Other gains/(losses) | 176 | (318) | ||
Share of profit of associate | 4 | 60 | 94 | |
Impairment of associate | (1,091) | - | ||
Operating loss | (1,473) | (878) | ||
Finance income | - | 2 | ||
Loss before income tax | 4 | (1,473) | (876) | |
Income tax expense | - | - | ||
Loss for the year from continuing operations | (1,473) | (876) | ||
Discontinued operations | ||||
Profit for the year from discontinued operations | 4 | 595 | 123 | |
Loss for the year | (878) | (753) | ||
Loss per share From continuing and discontinued operations basic | 5 | (1.43)p | (1.33)p | |
diluted | (1.43)p | (1.33)p | ||
From continuing operations basicdiluted | (2.39)p (2.39)p | (1.55)p (1.55)p | ||
For the year ended 31 December 2012
2012 | 2011 | |||
£000 | £000 | |||
Loss for the year | (878) | (753) | ||
Total recognised loss for the year | (878) | (753) | ||
All attributable to equity shareholders of the Company |
As at 31 December 2012
2012 | 2011 | |||
Assets | £000 | £000 | ||
Non-current assets Property, plant and equipment (note 6) | - | - | ||
Interest in associate | 733 | 1,427 | ||
733 | 1,427 | |||
Current assets Trade and otherreceivables | 24 | 32 | ||
Financial assets at fair value through profit or loss | 383 | 207 | ||
Cash and cash equivalents | 947 | 198 | ||
Assets held for sale | - | 1,834 | ||
1,354 | 2,271 | |||
Total assets | 2,087 | 3,698 | ||
Equity and liabilities Share capital | 796 | 567 | ||
Share premium | 296 | 8 | ||
Other reserves | 109 | 106 | ||
Retained earnings | 576 | 1,454 | ||
Total equity | 1,777 | 2,135 | ||
Liabilities Non-current liabilities Convertible loan note | 199 | - | ||
199 | - | |||
Current liabilities Trade and other payables | 111 | 144 | ||
Liabilities associated with assets classified as held for sale | - | 1,419 | ||
111 | 1,563 | |||
Total liabilities | 310 | 1,563 | ||
Total equity and liabilities | 2,087 | 3,698 | ||
The financial statements were approved by the board of directors on 28 June 2013 and authorised for issue on 30 June 2013. They were signed on its behalf by:
Chairman
CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2012
Share capital £000 | Share premium £000 | Equityreserve £000 | Employeeshare-based payment reserve £000 | Retained earnings £000 | Total £000 | ||||||
At 1 January 2011 | 567 | 8 | - | 106 | 2,207 | 2,888 | |||||
Total comprehensive loss | - | - | - | - | (753) | (753) | |||||
At 31 December 2011 | 567 | 8 | - | 106 | 1,454 | 2,135 | |||||
Total comprehensive loss | - | - | - | - | (878) | (878) | |||||
Issue of share capital | 229 | 288 | - | - | - | 517 | |||||
Equity component of convertible loan note | - | - | 3 | - | - | 3 | |||||
At 31 December 2012 | 796 | 296 | 3 | 106 | 576 | 1,777 |
All attributable to equity shareholders of the Company
CONSOLIDATED CASH FLOW STATEMENTFor the year ended 31December 2012
2012 | 2011 | |||
Cash flows from operating activities | £000 | £000 | ||
Loss from operations - continuing operations | (1,473) | (878) | ||
Profit from operations - discontinued operations | 605 | 153 | ||
Loss from operations | (868) | (725) | ||
Adjustments for: Depreciation of property, plant and equipment | - | 2 | ||
Gain on disposal of property, plant, equipment and assets held-for-sale | (700) | (376) | ||
(Gain)/loss on investments | (176) | 318 | ||
Share of profit of associate | (60) | (94) | ||
Impairment of associate | 1,091 | - | ||
Decrease in provisions | - | (130) | ||
Operating cash outflows before movements in working capital | (713) | (1,005) | ||
Decrease in receivables | 17 | 191 | ||
(Decrease)/increase in payables | (363) | 145 | ||
Cash used in operations | (1,059) | (669) | ||
Cash flows from investing activities Purchase of property, plant and equipment | - | (1) | ||
Proceeds from sale of property, plant, equipment and assets held-for-sale | 1,107 | 391 | ||
Purchase of investment in associate | (337) | - | ||
Net interest received | 4 | 8 | ||
Amounts transferred from Environment Agency escrow accounts | 317 | 34 | ||
Net cash from investing activities | 1,091 | 432 | ||
Cash flows from financing activities Proceeds from issue of convertible loan note | 200 | - | ||
Net proceeds from issue of shares | 517 | - | ||
Net cash from financing activities | 717 | - | ||
Net increase/(decrease) in cash and cash equivalents | 749 | (237) | ||
Cash and cash equivalents at beginning of year | 198 | 435 | ||
Cash and cash equivalents at end of year | 947 | 198 | ||
During the year discontinued operations utilised £415,000 (2011 - generated £15,000) of the Group's net operating cash flows and received £1,426,000 (2011 - £431,000) in respect of investing activities
NOTES TO THE FINANCIALSTATEMENTS 1. GENERAL INFORMATIONWater Hall Group plc (the "Company") is a public limited company, incorporated in the UK, and listed on the AIM market.
2. ADOPTION OF NEW AND REVISED STANDARDS
The interpretations and amendments to IFRS effective for 2012 have not had a significant impact on the Group's accounting policies or financial statements.
At the date of authorisation of these financial statements, the following standards and amendments which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):
IAS 19 (revised) Employee Benefits
IAS 1 Presentation of Items of Other Comprehensive Income - Amendments to IAS1
IFRS 7 Disclosures - Offsetting FinancialAssets and FinancialLiabilities
IFRS 9 Financial Instruments
IFRS 10 Consolidated Financial Statements and IAS 27 SeparateFinancial Statements
IFRS 11 Joint Arrangements and amendments to IAS 28 Investments in Associates and Joint Ventures
IFRS 12 Disclosure of Interests in Other Entities
IFRS 13 Fair Value Measurement
IAS 32 Offsetting Financial Assets and Financial Liabilities
Additionally a number of interpretations have been issued.
The directors anticipate that the adoption of these standards, amendments and interpretations in future periods will have no material impact on the financial statements of the Group but may impact the accounting for future transactions and arrangements.
3. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING
Whilst the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRS"), this announcement does not contain sufficient information to comply with IFRS's.
The parent company financial statements and the group financial statements have been prepared in accordance with IFRS's. The financial statements have also been prepared in accordance with IFRSs adopted by the European Union and therefore the Group financial statements comply with Article 4 of the EUIAS Regulation.
The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets at fair value through profit and loss.
The accounting policies set out below have been applied consistently to all periods presented in these financial statements.
The group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The parent company financial statements present information about the Company as a separate entity and not about its group.
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policie sof an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
The directors are required to consider whether or not to adopt the financial statements on the basis that the Group and the Company are going concerns. As part of its normal business practice the Group prepares annual and longer term plans. The events disclosed in Note 7 have been included in the consideration of going concern and the future plans of the group. In considering this information for 2013 and 2014 and having regard to the uncertain economic environment, existing cash resources, the listed investment in Petards, payments to acquire Petards bank debt after the year end and expected to arise subsequently in relation to Petards, and the absence of any bank borrowings, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future, a period not less than twelve months from the date of this report. For this reason they continue to adopt the going concern basis in preparing the Financial Statements.
Investments in subsidiaries are carried at cost less amounts written off to reflect any impairment in value. Any impairment is charged to the income statement as it arises.
INTEREST IN ASSOCIATE
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of the associate are incorporated in these financial statements using the equity method of accounting. Under the equity method, the interest in associate is carried in the balance sheet at cost as adjusted for post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of the investment. Losses of an associate in excess of the Group's interest in that associate are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment. Any impairment is recognised immediately in the income statement.
Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group's interest in the relevant associate.
Financial assets are classified into the following specified categories: financial assets at fair value through profit or loss and available-for-sale financial assets. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
All financial assets are recognised and derecognised on the trade date, which is the date that the Group commits to purchase or sell the asset, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if it has been acquired principally for the purpose of selling in the short-term. Assets in this category are stated at fair value, with any resultant gain or loss recognised in the income statement, and they are classified as current assets. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Listed shares designated as financial assets at fair value through profit or loss are carried at mid-market price.
Trade and other receivables are stated at their nominal amount (discounted if material) less impairment losses.
CASH AND CASH EQUIVALENTSCash and cash equivalents comprise cash balancesand call deposits.
ASSETS HELD-FOR-SALE
Assets are classified as held-for-sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for sale in its present condition. The anticipated disposal should be expected to qualify for recognition as a completed sale within one year from the date of classification.
Assets classified as held-for-sale are measured at the lower of their previous carrying amount and fair value less costs to sell.
Revenue, all of which arose in the United Kingdom, represented the amounts charged to third parties, net of Value Added Tax.
Payments made under operating leases are recognised in the income statement on a straight line basis over the term of the lease.
Interest income is recognised in the income statement as it accrues, using the effective interest method. Dividend income is recognised on the date the entity's right to receive payments is established.
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction.
TAXATION
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred taxation is provided in full on timing differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes that result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax at a future date, at rates expected to apply when they crystallise based on current tax rates and law. The following timing differences are not provided for:
the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and
