Preliminary Unaudited Results

RNS Number : 1717I

Adams PLC

28 June 2013

 



ADAMS PLC

UNAUDITED PRELIMINARY RESULTS FOR THE 15 MONTH PERIOD ENDING

31 MARCH 2013

Chairman's Statement

On 11th March 2013, Carpathian Plc announced a change of name to Adams Plc as part of a range of measures designed to change the investment strategy and attract fresh investment. Subsequently the Company announced a change of year end from December to March to allow time to prepare accounts more relevant to the restructuring.

As part of this restructuring, the existing directors resigned, handing the reigns to a new Board which was appointed to manage the Company's new investment strategy. Accordingly, this Chairman's statement covers the three month period since the new Board was put in place.  The principal focus since March has been to consider investments as part of the strategy of investing in the technology and life sciences sectors and to remain supportive of the Carpathian subsidiaries' advisers as they proceed to divest the Company of its legacy assets which have no part in the Company's future. These are a collection of eastern European property interests and until they have been disposed of or shut down, the Company is separated from these via an extremely robust deed poll, thus isolating shareholders from these matters.

The Board continues to examine potential candidates for investment and looks forward to keeping shareholders appraised as the need arises.

N C P Nelson

Chairman

Investing Policy extracted from the Circular dated 8^th February 2013

The Board intends initially to seek to acquire a direct and/or an indirect interest in projects and assets in the biotechnology sector, however they will consider opportunities in the wider technology sector as well as opportunities that may arise in other sectors. The Company will focus on opportunities in UK or Europe but will consider possible opportunities anywhere in the world.

It is believed that an opportunity exists to acquire and consolidate holdings in Small and Medium sized Enterprises (SME's) operating in these sectors, with the intention of creating value for Shareholders. Initially, the Company's focus will be searching for companies where there may be a number of opportunities to acquire interests in undervalued or pre-commercialisation technologies which when applied produce cost savings or revenue enhancement for customers. Early acquisition of these innovative technologies should provide maximum returns for Shareholders.

The Directors see this sector as having considerable growth potential for the foreseeable future and many of the prospects they have identified are in this sector. The Directors will focus on early stage investments and believe that any investment target will have at least one of four key components: a strong management team; an innovative product proposal; revenue enhancing or cost saving capabilities; and high growth potential.

The Company may invest by way of purchasing quoted shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company will not have a separate investment manager.

The Company may be both an active and a passive investor depending on the nature of the individual investments. The Proposed Board will place no minimum or maximum limit on the length of time that any investment may be held and therefore a short term disposal of any investments cannot be ruled out. The Directors will however ensure that any investments meet strict due diligence criteria and the primary focus will be on companies post viability testing phase, to mitigate risk associated with early stage investment. This will not preclude the Company from considering investments in suitable projects in other regions and sectors where there are high-growth opportunities. 

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 MARCH 2013

			Period		Year
			ended		Ended
			31 March		31 December
			2013		2011
			€'000		€'000
Legal settlement			-		(8,211)
Impairment of loans to subsidiary			(9,887)		(42,945)
Impairment of interest receivable from subsidiary			(18,128)		(22,024)
Net foreign exchange (loss)/gain			(363)		242
Administrative expenses			(86)		(3,373)
Other income			125		-
			───────		───────
Operating loss			(28,339)		(76,311)
Finance income			20,155		21,134
			───────		───────
Loss on ordinary activities before taxation			(8,184)		(55,177)
Tax on loss on ordinary activities			-		-
			───────		───────
Loss for the period			(8,184)		(55,177)
			═══════		═══════
Loss per share			(260)€c		(2,389)€c
			═══════		═══════

Since there is no other comprehensive loss, the loss for the period is the same as the total comprehensive loss for the period attributable to the owners of the Company

The accompanying accounting policies and explanatory notes form an integral part of the financial statements

STATEMENT OF FINANCIAL POSITION

FOR THE PERIOD ENDED 31 MARCH 2013

						31 March 2013		31 December 2011
						€'000		€'000
Assets
Non-current assets
Investments						115		-
───────								───────
Current assets
Loan to subsidiaries						-		2,950
Trade and other receivables						11		395
Cash and cash equivalents						139		44,656
						───────		───────
						150		48,001
						───────		───────
Total assets						265		48,001
						═══════		═══════
Equity and Liabilities
Called up share capital						2,448		2,309
Share premium						133		42,522
Retained earnings						(2,333)		(31,474)
						───────		───────
Total equity						248		13,357
						───────		───────
Current liabilities
Trade and other payables						17		34,644
						───────		───────
Total current liabilities						17		34,644
						───────		───────
Total liabilities						17		34,644
						───────		───────
Total equity and liabilities						265		48,001
						═══════		═══════

The accompanying accounting policies and explanatory notes form an integral part of the financial statements

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2013

		Share Capital	Share Premium	Retained Earnings/ (Losses)	Total
		€'000	€'000	€'000	€'000
At 1 January 2011		2,321	91,477	60,631	154,429
Changes in equity
Total comprehensive loss		-	-	(55,177)	(55,177)
Dividends declared		-	-	(36,928)	(36,928)
Issue of shares		46	(46)	-	-
Repurchase of shares		(58)	(48,909)	-	(48,967)
		───────	───────	───────	───────
At 31 December 2011		2,309	42,522	(31,474)	13,357
		═══════	═══════	═══════	═══════
At 1 January 2012		2,309	42,522	(31,474)	13,357
Changes in equity
Total comprehensive loss		-	-	(8,184)	(8,184)
Dividends declared		-	-	(5,197)	(5,197)
Issue of shares		139	133	-	272
Reconstruction		-	(42,522)	42,522	-
		───────	───────	───────	───────
At 31 March 2013		2,448	133	(2,333)	248
		═══════	═══════	═══════	═══════

Share capital is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of these shares net of share issue expenses.

Retained losses represent the cumulative loss of the Company attributable to equity shareholders.

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 MARCH 2013

						Period	Year
						ended	Ended
						31 March	31 December
						2013	2012
						€'000	€'000
Net cash from operating activities			1			(29,781)	15,228
Cash flows from investing activities
Payments to acquire investments						(115)	-
Interest received						27	269
Loan (advance to)/repayment from subsidiary						(9,723)	72,805
						───────	───────
Net cash used in investing activities						(9,811)	73,074
						───────	───────
Cash flows from financing
Issue of ordinary share capital						272		-
Repurchase of share capital						-		(34,901)
Dividends paid						(5,197)		(23,136)
						───────		───────
Net cash from financing activities						(4,925)		(58,037)
						───────		───────
Net increase in cash and cash equivalents						(44,517)		30,265
Cash and cash equivalents at beginning of period						44,656		14,391
						───────	───────
Cash and cash equivalents at end of period						139		44,656
						═══════		═══════

The accompanying accounting policies and explanatory notes form an integral part of the financial statements

NOTES TO THE STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 MARCH 2013

1	Reconciliation of operating loss to net cash outflow from operating activities
				2013	2011
				€'000	€'000
	Loss for the period			(8,184)	(55,177)
	Net other finance income			(20,155)	(21,134)
	Impairment of investments and loans receivable			28,031	64,969
	Legal settlement			-	8,590
	Increase in trade and other receivables			384	16,241
	(Decrease)/Increase in trade and other payables			(29,857)	1,739
				───────	───────
	Net cash outflow from operating activities			(29,781)	15,228
				═══════	═══════
2	Analysis of net cash	1 January 2012	Cash flow	Other non-cash changes	31 March 2013
		€'000	€'000	€'000	€'000
	Net cash:
	Cash at bank and in hand	44,656	(44,517)	-	139
		───────	───────	───────	───────
	Liquid resources:
	Current asset investments	-	-	-	-
		───────	───────	───────	───────
	Debt:
	Debts falling due after one year	-	-	-	-
		───────	───────	───────	───────
	Net cash	44,656	(44,517)	-	139
		═══════	═══════	═══════	═══════
3	Reconciliation of net cash flow to movement in net cash			2013	2012
				€'000	€'000
	Decrease in cash in the period			(44,517)	30,265
				───────	───────
	Movement in net cash in the period			(44,517)	30,265
	Opening net cash			44,656	14,391
				───────	───────
	Closing net cash			139	44,656
				═══════	═══════

ABRIDGED NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2013

General information   

Adams PLC is a company incorporated in the Isle of Man. The address of the registered office is disclosed on the company information page at the front of the annual report. The principal activities of the Company are described in the directors' report.

1     Summary of significant accounting policies       

     The principal accounting policies applied in the preparation of these financial statements are set out below.

1.1   Basis of preparation        

        The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). IFRS comprises of standards issued by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union (EU).

        Preparation of financial statements        

        The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

       New and amended standards adopted by the Company

The company has adopted the following new and amended IFRSs as of 31 March 2013:

IFRS 1 First-time Adoption of International Financial Reporting Standards (amendment) -Severe Hyperinflation and removal of Fixed Dates for First-time adopters has an effective date for annual periods beginning on or after 1 July 2011. This provides further guidance on how an entity should resume presenting IFRS financial statements when its functional currency ceases to be subject to severe hyperinflation. Early adoption of these standards is permitted. The adoption of this will have no effect on the financial statements of the company.

IFRS 7, 'Financial instruments: disclosures (amendment), is effective for annual periods beginning on or after 1 July 2011. The amendment requires additional quantitative and qualitative disclosures relating to transfers of financial assets, where financial assets are derecognised in their entirety, but where the entity has a continuing involvement in them and where financial assets are not derecognised in their entirety. The adoption of this will have no effect on the financial statements of the company.

IAS 12, 'Income taxes (amendment) - Deferred taxes: recovery of underlying assets', is effective for annual periods beginning on or after 1 January 2012. It introduces a rebuttable presumption that deferred tax on investment properties measured at fair value will be derecognised on a sale basis, unless an entity has a business model that would indicate the investment property will be consumed in the business. If consumed a use basis would need to be adopted. The amendments also introduce the requirement that deferred tax on non-depreciable assets measured using the revaluation model in IAS 16 should always be measured on a sale basis. The adoption of this interpretation will have no effect on the financial statements of the company.

2.1   Basis of preparation (continued)

       Standards, interpretations and amendments to published standards that are not yet effective

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 January 2012 and have not been adopted early:

IAS 1 Presentation of Items of Other Comprehensive Income - Amendments to IAS 1 is effective for annual periods beginning on or after 1 July 2012. Items that would be reclassified to the profit and loss at a future point would be presented separately from items that will never be capitalised. The adoption of this will have no effect on the financial statements of the company.

IAS 19 Employee Benefits (Revised) effective for annual periods beginning on or after 1 January 2013. For defined benefit plans the ability to defer recognition of actuarial gains and losses has been removed. There are new objectives for disclosure stated in the revised standard along with new or revised disclosure requirements. Plus the recognition of termination benefits and the distinction of short-term and other long-term employee benefits have changed. The adoption of this will have no effect on the financial statements of the company.

IFRS 1 'First-time Adoption of International Financial Reporting Standards (amendment) -government loans' has an effective date for annual periods beginning on or after 1 January 2013. This requires an entity to measure government loans with a below-market rate of interest at fair value prospectively to loans entered into on or after the date of transition to IFRSs. Early adoption of these standards is permitted. The adoption of this will have no effect on the financial statements of the company.

IFRS 7 'Financial instruments: disclosures (amendment), is effective for annual periods beginning on or after 1 January 2013. The amendment requires additional quantitative and qualitative disclosures relating to the offsetting of financial assets and financial liabilities. The adoption of this will have no effect on the financial statements of the company.

IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosures of Interests with Other Entities along with related amendments to IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures will have an effective date of 1 January 2013. Early adoption of these standards is permitted, but only if all five are early adopted together.

IFRS 11 Joint Arrangements is effective from 1 January 2013.  The core principle of the standard is that a party to a joint arrangement determines the type of joint arrangement in which it is involved by assessing the rights and obligations and accounts for those rights and obligations in accordance with the type of joint arrangement.  Joint ventures now must be accounted for using the equity method. Joint operator which is a newly defined term recognises its assets, liabilities, revenues and expenses and relative shares thereof. The adoption of this will have no effect on the financial statements of the company.

IFRS 12 Disclosures of Interests with Other Entities is effective from 1 January 2013. It requires increased disclosure about the nature, risks and financial effects of an entity's relationship with other entities along with its involvement with other entities. The adoption of this will have no effect on the financial statements of the company.

IFRS 13 Fair Value Measurement is effective from 1 January 2013. It defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. It includes a three-level fair value hierarchy which prioritises the inputs in a fair value measurement.

2.1   Basis of preparation (continued)

Standards, interpretations and amendments to published standards that are not yet effective (continued)

IFRS 9, 'Financial instruments: classification and measurement', as issued reflects the first phase of the IASB work on the replacement of IAS 39 and applies to classification and measurement of financial assets as defined in IAS 39. The standard is effective for annual periods beginning on or after 1 January 2015. In subsequent phases, the IASB will address classification and measurement of financial liabilities, hedge accounting and de-recognition. The adoption of the first phase of IFRS 9 might have an effect on the classification and measurement of the company's assets. At this juncture it is difficult for the company to comprehend the impact on its financial position and performance.

IAS 24 (Amendment), 'Related party transactions'. The amended standard is effective for annual periods beginning on or after 1 January 2011. It clarified definition of a related party to simplify the identification of such relationships and to eliminate inconsistencies in its application. The revised standard introduces a partial exemption of disclosure requirements for government-related entities. The company does not expect any impact on its financial position or performance.

2.2   Going concern

The financial statements have been prepared on a going concern basis, the validity of which is dependent upon the continuing support of the shareholders, this support will enable the company to continue for the foreseeable future.

The financial statements do not include any adjustments that would result if the above support was withdrawn.

2.3   Compliance with accounting standards

The financial statements are prepared in accordance with applicable accounting standards.

2.4   Finance income

Finance income represents amounts receivable from related parties and banks.

2.5   Investments

Listed investments are stated at cost less provision for diminution in value.

2.6   Deferred taxation

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

2.7   Fair values

The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the company at the statement of financial position date approximated their fair values, due to relatively short term nature of these financial instruments.

2.8   Trade payables and other non-derivative financial liabilities including long term payables

Trade payables and other creditors are non-interest bearing and are measured at cost.

2.9   Equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from proceeds.

2.10 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less.

2.11 Provisions

Provisions are recognised when the Company has a present obligation as a result of a past event, and it is probable that the Company will be required to settle that obligation. Provisions are measured at the directors' best estimate of the expenditure required to settle the obligation at the statement of financial position date, and are discounted to present value where the effect is material.

2.12 Critical accounting judgments and key sources of estimation uncertainty

The preparation of the financial statements requires management to make estimates and assumptions concerning the future that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The resulting accounting estimates will, by definition, differ from the related actual results.

2.13 Taxation

The charge for current tax is based on the results for the period as adjusted for items which are non-assessable or disallowed. It is calculated using rates that have been enacted or substantively enacted by the balance sheet date.

2.14 Foreign currencies

                    The functional currency of the Company is considered to be the Euro. It is the currency of the primary economic environment in which it operates. For the purpose of the financial statements, the results and financial position of the Company are presented in Euros as the Company is listed on the London Stock Exchange and its share price is quoted in Euros.

3     Financial risk management

The Company may use a limited number of financial instruments, comprising cash, short-term deposits and various items such as other receivables and other payables, which arise directly from operations. The Company does not trade in financial instruments.

3.1   Financial risk factors

The Company's activities may expose it to a variety of financial risks: foreign exchange risk, and credit risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

a)  Foreign exchange risk

The Company incurs expenses subject to foreign currency fluctuations.

b)  Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks and other financial institutions as well as credit exposures to wholesale and retail customers, including outstanding receivables. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

c)  Interest rate risk

The company does not have any borrowings therefore there is currently no risk associated with movements in market rates of interest.

d)  Liquidity risk

The Company is exposed to liquidity risk to the extent that it holds investments that it may not be able to sell quickly at close to fair value.

e)  Capital risk

The company takes great care to protect its capital investments. Significant due diligence is undertaken prior to making any investment. The investment is closely monitored and wherever possible risks of a capital nature are insured.

f)   Market risk

The company may operate in many different geographical markets. A general economic downturn at a global level, or in one of the world's leading economies, could impact on the company. In addition, terrorism and other hostilities, as well as disturbances in worldwide financial markets, could have a negative effect on the company. Regulatory requirements, taxes, tariffs and other trade barriers, price or exchange controls or other governmental policies could also limit the company's operations. These risks are also applicable to most companies and the risk that Adams PLC will be more affected than the majority of companies is assessed as small.

3.2   Capital risk management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure.

4     Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. Actual results could differ from those estimates. There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year.

5     Operating loss

		2013	2011
		€'000	€'000
Operating loss is stated after charging:
Directors emoluments		146	842
Fees payable to the company's auditor for the audit of the company's annual accounts		9	281
		═══════	═══════

6     Finance income

		2013	2011
		€'000	€'000
Interest income from financial institutions		27	269
Interest income from subsidiary		20,128	20,865
		───────	───────
		20,155	21,134
		═══════	═══════

7     Taxation

		2013	2011
		€'000	€'000
Total current tax		-	-
		═══════	═══════

The tax rate applicable to the Company in the Isle of Man is 0% and therefore a full tax rate reconciliation of the relationship between the tax expense and accounting profit has not been included within these financial statements.

Deferred tax asset on these losses at 0% has not been recognised due to the uncertainty of the recovery.

8     Dividends

		2013	2011
		€'000	€'000
Interim dividend, paid 2011		-	23,135
Interim dividend, paid January 2012		-	13,793
Special dividend, paid 2013		5,197	-
		───────	───────
		5,197	36,928

Further details are set out in note 14.

9     Investments

		2013	2011
		€'000	€'000
Listed investments		115	-
		═══════	═══════

The carrying amount of listed investments approximates to its fair value.

10    Loan to subsidiary

The Company has lent €nil (2011: €236.4 million) to Carpathian Holdings S.à.r.l. at 31 March 2013. The loans were going to mature on 31 December 2015. The loans carried interest at 1% per annum plus 100% of Carpathian Holdings S.à.r.l. adjusted accounting profits for the relevant accounting period, which has been accrued at 31 March 2013 and has been accounted for within trade and other receivables within the Company financial statements. The Company owned 1,641 shares in Carpathian Holdings S.à.r.l, representing 100% of the share capital.

		2013	2011
		€'000	€'000
Loan to subsidiary		-	2,950
		───────	───────
		-	2,950
		═══════	═══════

The Company has reduced the carrying value of its investments and loans, to equate to the underlying net asset value of its subsidiary.

Following the annual review, a further impairment provision of €9.9 million (2011: €42.9 million) was made during the period.

During the period ended 31 March 2013 a provision was also made for impairment of interest receivable from subsidiary €18.1 million (2011: €22 million).

The Company and its subsidiaries Carpathian Holdings S.à.r.l. and Carpathian Properties S.à.r.l. have entered into a Deed Poll. The Deed Poll provides for any amounts received by the Company and/or those Luxembourg Subsidiaries from other Subsidiaries of the Company (less costs incurred in connection with the solvent liquidation of the Subsidiaries) to be paid out to the Qualifying Shareholders.

The directors are of the opinion that the subsidiaries may be excluded from consolidation on the grounds that there are severe long-term restrictions that substantially hinder the exercise of the rights of the parent over the assets or management of the subsidiaries.

11    Trade and other receivables

		2013	2011
		€'000	€'000
Other receivables		-	379
Prepayments and accrued income		11	16
		───────	───────
		11	395
		═══════	═══════

The carrying amount of other current assets approximates to its fair value.

12    Cash and cash equivalents

For the purposes of the Statement of Cash Flows, cash and cash equivalents include cash at banks and on hand and deposits with banks. Cash and cash equivalents at the end of the reporting period as shown in the Statement of Cash Flows can be reconciled to the related items in the Statement of Financial Position as follows:

		2013	2011
		€'000	€'000
Cash and cash equivalents		139	44,656
		═══════	═══════

The carrying amount of cash and cash equivalents approximates to its fair value.

13    Trade and other payables

		2013	2011
		€'000	€'000
Trade payables		8	115
Settlement of reinvestment obligations		-	4,770
Accruals and deferred income		9	1,901
Dividends payable		-	13,793
Repurchase of shares		-	14,065
		───────	───────
		17	34,644
		═══════	═══════

Accruals principally comprise amounts outstanding for ongoing expenses. The carrying amount of other payables approximates to its fair value.

14    Share capital and share premium

	Number of shares issued and fully paid	Share capital	Share premium
		€'000	€'000
Issued
At 1 January 2011	232,148,175	2,321	91,477
Issue of B shares	232,148,175	23	(23)
Repurchase and cancellation of B shares (see below)	(232,148,175)	(23)	(34,878)
Issue of C shares	232,148,175	23	(23)
Repurchase and cancellation of C shares (see below)	(232,148,175)	(23)	(14,043)
Repurchase of Ordinary Shares (see below)	(1,190,202)	(12)	12
	───────	───────	───────
At 31 December 2011	230,957,973	2,309	42,522
	═══════	═══════	═══════
At 1 January 2012 - Ordinary Shares	230,957,973	2,309	42,522
Capital reorganisation (see below)	(228,648,394)	-	(42,522)
Issue of new A shares	13,856,813	139	133
	───────	───────	───────
At 31 March 2013	16,166,392	2,448	133
	═══════	═══════	═══════

A resolution was passed at the 2010 Annual General Meeting approving changes to the Articles of Association on 6 August 2010. In accordance with the Articles, the authorised share capital of the Company amounts to €3,575,000, comprising 350,000,000 Ordinary Shares of 1 euro cent each and 750,000,000 Unclassified Shares of 0.01 euro cent each.

14    Share capital and share premium (continued)

The Board may, subject to satisfaction of the statutory solvency test, resolve to capitalise any sums standing to the credit of the share premium reserve and appropriate such sums to be capitalised to pay up in full Unclassified Shares, at a price equal to the aggregate par value of such shares, and allot and issue the Unclassified Shares as "B", "C" or "D" Shares in proportion to the existing holdings of Ordinary Shares of the relevant shareholders of the Company. The Board may make up to three separate issues of shares.

On 5 October 2011, the Company issued 232,148,175 "B" Ordinary Shares by way of a bonus issue and capitalised €23,215 standing to the credit of the share premium account.

On 26 October 2011, the Company repurchased and cancelled 139,605,026 "B" Ordinary Shares at a price of 25 euro cents per share, amounting in total to €34.9 million. Holders of the remaining 92,543,149 "B" Ordinary Shares elected to receive a cash dividend of 25 euro cents per share, amounting in total to €23.1 million, following which their "B" Ordinary Shares were automatically converted to 92,543,149 Deferred Shares and on 16 November repurchased and cancelled in full by the Company for an aggregate consideration of 1 euro cent.

On 29 December 2011, the Company issued 232,148,175 "C" Ordinary Shares by way of a bonus issue and capitalised €23,215 standing to the credit of the share premium account.

On 19 January 2012, the Company repurchased and cancelled 117,210,611 "C" Ordinary Shares at a price of 12 euro cents per share, amounting in total to €14.1 million. Holders of the remaining 114,937,564 "C" Ordinary Shares elected to receive a cash dividend of 12 euro cents per share, amounting in total to €13.8 million, following which their "C" Ordinary Shares were automatically converted to 114,937,564 Deferred Shares and on 20 January 2012 repurchased and cancelled in full by the Company for an aggregate consideration of 1 euro cent. These liabilities were provided for in full in the 2011 financial statements.

In December 2011, the Group entered into a Settlement Deed and Release which dealt with all outstanding profit reinvestment obligations of various members and affiliates of Dawnay, Day Group. These arrangements completed in January 2012 and included a net cash payment by the Company of €4.4 million (note 13), the transfer to the Company of 1,190,202 Ordinary Shares, which were subsequently cancelled for a nominal sum, the acquisition by the Group of a loan note in respect of deferred consideration payable (note 13) and the novation of the associated put and call option to the Group (note 3).These arrangements were fully provided for at 31 December 2011 as set out in relevant notes.

A further 1,190,202 Ordinary Shares were cancelled as part of the settlement arrangements with Dawnay, Day Group.

On 8 March 2013 the Company reorganised its Ordinary Shares whereby every 100 of the existing Ordinary Shares of 1 euro cent each were consolidated into one new "A" Ordinary Share of €1.00 which in turn was then sub-divided into one new Ordinary Share with a par value of €0.01 and one Deferred Share with a par value of €0.99.

On 8 March 2013, the Company issued 13,856,813 "A" Ordinary Shares by way of a placing at 2.165 euro cents each to its shareholders.

As at 31 March 2013, 2,309,579 deferred shares of €0.99 par value each were outstanding.

Holders of the Ordinary Shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting.

Holders of all other shares are entitled to receive dividends and other distributions declared on those shares, but are not entitled to any further right of participation in the profits of the Company and are not entitled to attend and vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the Company.

15    Loss per share

		2013	2011
		€'000	€'000
Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:
Loss after tax attributable to equity holders of the Company		(8,171)	(55,177)
Weighted average number of ordinary shares		3,144,785	2,480,487
Basic and diluted loss per share		(260)€c	(2,224)€c
		═══════	═══════

16    Directors remunerations and fees

		2013	2011
		€'000	€'000
Remuneration for qualifying services		146	842
		═══════	═══════

17    Employees

Number of employees

The average monthly number of employees (including directors) during the period was:

		2013	2011
		Number	Number
Directors		4	4
Staff		-	-
		───────	───────
		4	4
		═══════	═══════

Employment costs

		2013	2011
		€'000	€'000
Directors remuneration		146	842
Wages and salaries		-	-
Social security costs		-	-
		═══════	═══════

18    Control

At the date of the annual report, in the Directors opinion there is no one controlling party. The Directors owned none of the share capital of the Company as at 31 March 2013.

19    Related party relationships and transactions

The Company has related party relationships with its subsidiaries, companies it has an investment in and transactions with companies that have common management.

The related party transactions relate to the company prior to the capital reorganisation and subsequent name change to Adams Plc. Each of the related parties had a closing position of nil at the date of the reorganisation. As at the accounting year end there were no longer any related party transactions

During the period, the Company entered into the following transactions with related parties:

	2013	2013	2011	2011
	Payables	Income/ (Expenses)	Payables	Income/ (Expenses)
	€'000	€'000	€'000	€'000
Trading transactions
Accounting and administration fee charged  by IOMA Fund and Investment Management Ltd	-	(107)	-	160
Management fees receivable from Carpathian Eta Kft	-	125	-	-
Management fees payable to Carpathian Asset Management Limited	-	(18)	-
Loans payable
Loan from SIA Patollo	-	-	-	-
Carpathian Holdings S.à.r.l.	-	-	-	-
Carpathian Properties S.à.r.l.	-	-	2,950	-
Carpathian Asset Management Limited	-	-		-
	───────	───────	───────	───────
	-	-	2,950	160
	═══════	═══════	═══════	═══════

Carried interest

The Company has acquired from Sanary Investments S.à.r.l. its right to a carried interest for a nominal consideration as part of the Dawnay, Day settlement (note 14).

Bogol Management Ltd had the right to participate in the profits of certain development properties, after certain rates of return have been achieved by the Group. As at 31 December 2012, the rates of return had not been reached and Bogol Management Ltd was not entitled to any participation (31 December 2011: €nil).

Carpathian Asset Management Ltd replaced CPT LLP as the Company's Property Investment Adviser ("adviser") on 30 December 2011. The adviser is entitled to a sales fee of 0.5% of the gross property sale value (including debt but as reduced by certain retentions and indemnity or warranty claims) for each asset within the core portfolio that is sold, rising to a maximum of 1.0% if no other brokers or agents are engaged on the sale. The sales fee is conditional on equity value being released for the benefit of the Company as part of any disposal, and cash received on disposals being made available for distribution to shareholders. Additionally, any payment of the sales fee is pro rata to cash available for return to shareholders arising from the sale on a 50:50 basis until the entire sales fee has been paid in full.

20    Contingent liabilities

The Company has no contingent liabilities in respect of legal claims arising from the ordinary course of business.

21    Capital commitments

There was no capital expenditure contracted for at the end of the reporting period but not yet incurred.

22    Events after the reporting period

There were no events after the reporting period that require disclosure.

 

END

 

 

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