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Volvere PLC (VLE)

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Wednesday 22 May, 2019

Volvere PLC

Final Results

RNS Number : 7696Z
Volvere PLC
22 May 2019
 

 

 

 

Volvere plc

 

("Volvere" or the "Company" and, together with its subsidiaries, the "Group")

 

Final results for the year ended 31 December 2018

 

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its final results for the year ended 31 December 2018.

 

Highlights

 

£ million except where stated





 

Year ended

Six months ended


 

31 December

2018

 

31 December

2017

(restated)

 

30 June

(unaudited)

2018

(restated)

 

Group revenue

 

18.64

 

16.15

 

 

7.37

 

Group loss before tax from continuing operations

 

Group profit for the year (including discontinued operations)

 

(2.43)

 

 

21.10

 

(0.15)

 

 

2.78

 

(0.64)

 

 

0.91










 

As at 31
December 2018

 

As at 31
December 2017

As at
30 June 2018

(unaudited)





Consolidated net assets per share
(excluding non-controlling interests)(1)

 

£12.50

 

£6.59

 

£6.75





Group net assets

40.4

26.1

26.9





Cash and marketable securities

34.1

18.5

20.4





 

·      Disposal of Impetus Automotive Limited, acquired in 2015 for £1.3 million, for £31.3 million, of which the Group's share was £26.1 million.

 

·      Record group net assets of £40.4 million and record net assets per share(1) of £12.50.

 

·      Share buy-back in October 2018, returning £6.06 million to shareholders.

 

·      Satisfactory performance from Shire Foods, the Group's food manufacturing business, which achieved revenue and profit before tax and intra-group management and interest charges(2) of £18.34 million (2017: £15.87 million) and £0.85 million (2017: £0.64 million) respectively.  Profit before tax for the year was £0.65 million (2017: £0.44 million).

Forward-looking statements:

This report may contain certain statements about the future outlook for Volvere plc.  Although the Directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

 

Note

1                      Based on the net assets attributable to owners of the parent company and the respective period end shares in issue of 3,118,109, 3,668,363 and 3,668,363.

2                      Profit before intra-group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group.  Further information is included in the Chief Executive's statement and Financial review.

 

 

For further information:

 

Volvere plc


Jonathan Lander, CEO

Tel: +44 (0) 20 7634 9707

 

 

www.volvere.co.uk

 

Cairn Financial Advisers LLP

Sandy Jamieson/James Lewis

 

Tel: + 44 (0) 20 7213 0880

 

Hobart Capital Markets LLP

Lee Richardson                

 

Tel: +44 (0) 20 7070 5691

 

 

 

Chairman's statement

 

I am pleased to report on the results for the year ended 31 December 2018.

 

The Group's performance in 2018 was outstanding following the turnaround and disposal in October of its largest subsidiary, Impetus Automotive Limited, for total consideration of more than £31 million.  This resulted in an increase in net assets per share* to £12.50 (2017: £6.59).

 

Our largest subsidiary is now Shire Foods Limited and we continue to actively invest in that business with a view to developing it further.

 

 

David Buchler

Chairman


21 May 2019

 

*Net assets attributable to owners of the parent company divided by total number of ordinary shares outstanding at the reporting date (less those held in treasury), see note 21.

 

                                      

 

Chief Executive's statement

 

Introduction

 

The results of 2018 were dominated by the successful sale of Impetus Automotive Limited ("Impetus") for a consideration of £31.3 million.  Approximately 83% of Impetus was owned by the Group, and the consideration for the Group's share was £26.1 million. Impetus had been part of the Group since March 2015, when it was purchased for £1.3 million. The successful exit reflects the strong growth in both revenues and profitability since acquisition resulting from our turnaround and growth strategy.

 

Shire Foods Limited ("Shire") and Sira Defence & Security Limited ("Sira") both delivered satisfactory performances in the year.

 

Principal activities

 

The Company is a holding company that identifies and invests in undervalued and/or distressed businesses and securities as well as businesses that are complementary to existing Group companies.  The Company provides management services to those businesses.

 

The trading subsidiaries' activities during the year were automotive consulting, food manufacturing and security software solutions.  In light of the disposal of Impetus, which formed the automotive consulting segment, that company's activities have been classified as discontinued.  The financial performance of the remaining segments is summarised below and set out in more detail in the financial review, as well as note 5 to the financial statements.

 

Operating review

 

Food manufacturing

 

Shire, in which the Group has an 80% stake, was acquired in 2011. The company manufactures frozen pies, pasties and other pastry products for food retailers and food service customers.

 

Revenue was significantly higher at £18.34 million (2017: £15.87 million) but profit before tax and intra-group management and interest charges increased less markedly to £0.85 million (2017: £0.64 million).  Profit before tax for the year was £0.65 million (2017: £0.44 million) - with the difference being intra-group interest and management charges. 

 

The overall environment for Shire continued to be quite challenging in 2018.  Our principal customers are retailers and they have continued to face consumer-led pricing pressure.  Our raw materials, much of which are imported and therefore affected by the continued weakness of sterling, have accordingly seen rising costs.  In addition, labour costs have increased as rises in the National Living Wage took effect.  This has inevitably negatively affected margins and profitability.  Further commentary on the financial performance is set out in the financial review.

 

We have a clear strategy in relation to Shire - to continue to offer the best tasting products in their category and to deliver innovation for our customers.  We are actively creating and launching more vegetarian and vegan products, both own-label for our customers and under our own brand.  To remain efficient and increase capacity, we are investing in new plant and have already committed approximately £1.5 million in 2019.

 

The continued economic backdrop in the UK, coupled with labour cost increases, mean that Shire is expected to face continued margin pressure.  However, we think our strategy places us at the heart of our customers' businesses and will, over the longer term, pay dividends.

 

Further information about Shire can be found at www.shirefoods.com.

 

 

Security solutions

 

Sira, the Group's digital CCTV viewing software business remained focused on being the universal interface for accessing multiple format CCTV footage in the law enforcement sector.  A number of partner-licensing contracts were signed in 2018 and in 2019 and these are expected to deliver increased revenues.

 

Revenues were in line with the prior period at £0.3 million (2017: £0.28 million).  Profit before tax and intra-group management and interest charges was £0.06 million (2017: £0.05 million).  Profit before tax for the year was breakeven (2017: £0.04 million) - with the difference being intra-group interest and management charges.

 

Further information about Sira can be found at www.siraview.com.

 

 

Investing and management services

 

The Group's investing and management services segment comprises central overheads, partially offset by management and interest charges to Group companies and returns from treasury management activities on current asset investments.  Central costs increased year-on-year as a result of bonus payments to Group staff, directors and management arising upon the sale of Impetus.

 

The Group sold its current asset investments during the year, realising overall gains on disposal of £0.37 million.

 

Future strategy

 

The disposal of Impetus has once again validated our strategy of acquiring underperforming businesses and investing our resources in effecting a turnaround and an ultimate exit.  We continue to look at targets in all sectors but, in particular, we believe there is an opportunity to build a larger group of food businesses, leveraging our competencies in this area.

 

In parallel with our trading strategy, our strong balance sheet will enable the Group to continue buying back its shares when we consider it to be in the interests of our shareholders.

 

 

 

Jonathan Lander

Chief Executive


21 May 2019

 

 

 

Financial performance

 

Detailed information about the Group's segments is set out in note 5 to these financial statements which should be read in conjunction with this financial review and the Chairman's and Chief Executive's statements.

 

Overview

 

The Group's disposal in October 2018 of Impetus (which formed the Automotive consulting segment) has resulted in that business's results being treated as discontinued operations and the comparative results for 2017 have been restated accordingly.  Group revenue from continuing operations increased by approximately 15% to £18.6 million (2017: £16.2 million), all of which arose in Shire and Sira.

 

The overall profit before tax for the year was £20.7 million, including the profit arising from discontinued operations of £23.1 million (re-presented 2017: loss £0.1 million).  The loss before tax on continuing operations was £2.4 million, stated after incentive payments and associated taxes of approximately £2.5 million that arose upon the sale of Impetus.  The underlying result for 2018 was, excluding the incentive payments, a profit of £0.1 million (re-presented 2017: loss £0.1 million).

 

The trading performance of each of our businesses is outlined in the Chief Executive's statement and set out further in note 5 to the financial statements and below.

 

Food manufacturing

 

This segment reflects the trading of Shire Foods, owned since July 2011.

 

Shire's revenue increased to £18.34 million from £15.87 million in 2017 and profit before tax and intra-group management and interest charges increased to £0.85 million (2017: £0.64 million).  Profit before tax for the year was £0.65 million (2017: £0.44 million) - with the difference being intra-group interest and management charges.

 

Although Shire's revenue growth was pleasing, the underlying margins in the business remained under pressure due to raw material and labour cost increases.  The company continues to mitigate these as best possible through controlling overhead expenditure and increasing prices.  However, the ability to pass on cost increases is limited by the competitive nature of the market faced by Shire's customers.  Labour cost increases will continue with increases in the National Living Wage and increased employer pension contributions in 2019.

 

In line with 2017, Shire had no Group debt outstanding at the start or end of the year.  Group management charges totalled £0.2 million in the period (2017: £0.2 million). During 2018 Shire invested £1.2 million in new plant and equipment (of which £0.8 million was funded by external debt). The business expects to invest a further £1.5 million in 2019 to further increase capacity and increase production efficiency.

 

The 5-year financial performance of Shire is summarised in the table below:

 


Year ended 31 December

2018

£'000

Year ended 31 December

2017

£'000

Year ended 31 December

2016

£'000

Year ended 31 December

2015

£'000

Year ended 31 December

2014

£'000







Revenue

18,344

15,869

15,190

15,476

12,134







Profit before tax, intra-group management and interest charges

854

635

1,149

1,588

1,651







Exceptional credit

-

-

-

-

(852)


 

 

 

 

 

Underlying profit before tax, intra-group management and interest charges

 

854

 

635

 

1,149

 

1,588

 

799

 

Intra-group management and interest charges

               

(200)

               

(200)

 

(240)

 

(423)

 

-

 

Exceptional credit

 

-

 

-

 

-

 

-

 

852


________

________

________

________

________

 

Profit before tax

 

654

 

435

 

909

 

1,165

 

1,651


 

 

 

 

 

 

 

Investment revenues, other gains and losses and finance income and expense

 

Whilst continuing to review and assess further investments in trading activities, the Group had significant cash on hand and has continued with active treasury management in response to prevailing low interest rates.  This strategy achieved investment revenues £0.12 million and other gains of £0.37 million (2017: £0.09 million).

 

The Group's net finance income was £0.06 million (2017: net expense £0.08 million).  Despite the Group's significant cash balances, individual Group trading companies utilise leverage where appropriate, and without recourse to the remainder of the Group.

 

Statement of financial position

 

Overall position

 

Group net assets were £40.4 million at the year end (2017: £26.1 million).  The increase year on year was due principally to the sale of Impetus offset partially by treasury share purchases, both of which are explained below.

 

Cash and current investments

 

Year end cash totalled £34.1 million (2017: £12.1 million).  At the end of 2017 there was a further £6.3 million invested in current asset investments, all of which were sold in 2018.

 

The principal movements in the cash during the year arose from the disposal of Impetus and current asset investments, offset by purchases of the Group's own shares.

 

The final consideration receivable by the Group on the sale of Impetus was £26.1 million (£2.4m of which is in escrow, as is customary in such transactions).  The current asset investment realisations generated £6.6 million and the share purchases resulted in outflows of £6.1 million.

 

Dividends

 

In accordance with the policy set out at the time of admission to AIM, the Board is not recommending the payment of a dividend at this time and prefers to retain such profits as they arise for investment in future opportunities, or to purchase its own shares for treasury where that is considered to be in the best interests of shareholders.

 

Purchase of own shares

 

During the year the Company purchased 550,254 (2017: 417,595) of its own shares, which are held in treasury, at a cost of £6.1 million (2017: £3.5 million).

 

Earnings per share

Basic and diluted earnings per ordinary share ("EPS") rose from 56.4p to 590.1p per share as a result of the Impetus disposal and treasury share purchases.

 

Investing strategy

 

The Company's investing strategy is to invest in, or acquire: quoted companies where, in the Directors' opinion, the market capitalisation does not reflect the value of the assets; any company that is in distress but offers the possibility of a turnaround; and any company that fits strategically with an existing portfolio investment.

 

The Company may also invest in quoted or unquoted start-up, early or development-stage companies in sectors where the Directors have experience of investing or where they have identified management teams with experience in those areas.

 

The Company may invest in any company (or similar structure) or third-party fund on a short or long-term basis, where the Directors have experience of investing, especially where such investment is similar or complementary to an existing or past investment of the Company.

 

The Company may also create and invest in fund vehicles owned, managed or controlled by the Company, including where there is the possibility of raising third party investment; and invest in third party funds where the investment strategy of those funds is in the Directors' opinion similar to that of the Company, and specifically including funds that invest in distressed debt and equity, or that invest in derivative securities of distressed debt or equity.

 

The Company has a preference for active rather than passive investing and for holding a small number of investments, including a single investment, and does not necessarily seek to diversify risk across a wide range of investments, unless this can be achieved without affecting the Company's active investment style. The Company's preference is to make investments in the UK and Continental Europe.

 

Where the Company makes a direct investment, investment decisions will be made by the Directors, who collectively have many years of experience in selecting and managing investments. Investments made by fund vehicles, if owned, managed or controlled by the Company, will be made by the executives of the investment manager of the fund vehicle, which will include representatives of the Board. Investments made by fund vehicles owned, managed or controlled by third parties, will normally be made by the fund investment manager which may or may not include the involvement of Company executives. 

 

Screening and due diligence of potential investments (including any initial investment in a fund vehicle) will be carried out by the executive management of the Company. Any decision on whether to proceed will be made by the unanimous decision of the Board.

 

Outside consultants and professional advisers will be used where appropriate but the Company will endeavour to keep this to a minimum in order to control expenses.

The Board seeks shareholder approval for the investing strategy on an annual basis. The Directors expect to be able to find suitable investment or acquisition candidates within the next 12 months, however there is no time limit and if no suitable acquisition or investment has been identified before the Company's next annual general meeting, the Directors may review the Company's investing strategy at that time.


Key performance indicators (KPIs)

 

The Group uses key performance indicators suitable for the nature and size of the Group's businesses.  The key financial performance indicators are revenue and profit before tax.  The performance of the Group and the individual trading businesses against these KPIs is outlined above, in the Chief Executive's statement and disclosed in note 5 to these financial statements.

 

Internally, management uses a variety of non-financial KPIs as follows: in respect of the food manufacturing sector order intake, manufacturing output and sales are monitored weekly and reported monthly and order intake is monitored monthly in respect of the security solutions segment.

 

Principal risk factors

 

The Company and Group face a number of specific business risks that could affect the Company's or Group's success.  The Company and Group invests in distressed businesses and securities, which by their nature often carry a higher degree of risk than those that are not distressed.  The Group's businesses are principally engaged in the provision of goods and services that are dependent on the continued employment of the Group's employees and availability of suitable, profitable workload.  In the food manufacturing segment, there is a dependency on a small number of customers and a reduction in the volume or range of products supplied to those customers or the loss of any one of them could impact the Group materially.

 

These risks are managed by the Board in conjunction with the management of the Group's businesses.

 

More information on the Group's financial risks is disclosed in note 18 to these financial statements.

 

 

Nick Lander

Chief Financial & Operating Officer

 

21 May 2019

 

 

 

Corporate governance report

 

All members of the Board believe in the value and importance of good corporate governance and in our accountability to all the Group's stakeholders, including shareholders, staff, clients and suppliers. In the statement below, we explain our approach to governance, and how the Board and its committees operate.

 

The corporate governance framework which the Group operates, including Board leadership and effectiveness, Board remuneration, and internal control is based upon practices which the Board believes are proportionate to the size, risks, complexity and operations of the business and is reflective of the Group's values.  We have partially adopted and partially comply with the Quoted Companies Alliance's ("QCA") Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the requirements of AIM Rule 26).

 

The QCA Code is constructed around ten broad principles and a set of disclosures.  We have considered how we apply each principle to the extent that the Board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each. Except as set out below, the Board considers that it does not depart from any of the principles of the QCA Code. The information below was last updated on 15 May 2019.

 

The following paragraphs set out the Group's compliance (or otherwise) with the ten principles of the QCA Code. 

 

1.   Establish a strategy and business model which promote long-term value for shareholders

 

Explanation

The Company's strategy is to identify and invest in undervalued and/or distressed businesses and securities as well as businesses that are complementary to existing Group companies. The Company provides management services to those businesses.

 

Since 2002 the Company's shares have been traded on the Alternative Investment Market ("AIM") of the London Stock Exchange (ticker VLE).

 

In order to execute the Company's strategy successfully, the following key issues are addressed:

 

Investment Identification - the Company's executive directors are responsible for identifying potential investments. This is done through maintaining relationships with intermediaries and through personal networks.

 

Investment Assessment - the Company's executive directors are responsible for assessing potential investments as a basis for delivering long-term shareholder value.  This is done principally by undertaking due diligence on such investments, such work being done largely by the executive directors themselves.  Where considered necessary, cost-effective and practicable, external advisers may be used.

 

Investment Structuring - the Company's executive directors are responsible for determining the initial investment structure relating to potential investments.  Investments have individual management teams and risk and reward profiles and the Company puts in place an investment structure that seeks to balance the risks and potential rewards for all such stakeholders.

 

Investment Performance Improvement - the Company's executive directors are responsible for implementing a strategy that improves the performance of investments (where such investments are not simply held for treasury purposes).  This will typically involve board leadership and an appropriate level of operational involvement to ensure that financial and operational risks are minimised through increased profitability and cash generation.  This is typically done by improving customer service and quality, clearer financial reporting and control, increasing management responsibility and target setting.

 

Investment Exit - the Board is responsible for assessing the optimum time to exit from an investment.  This is determined based on a range of factors, including the potential divestment valuation, the nature of any potential acquirer, the external environment and other stakeholder intentions.

 

Compliance Departure and Reason - None.

 

2.   Seek to understand and meet shareholder needs and expectations

 

Explanation

Responsibility for investor relations rests with the CEO, supported by the CFO. The Company communicates in different ways with its shareholders to ensure that shareholder needs and expectations are clearly understood.

 

Communication with shareholders is principally through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting ("AGM").  A range of corporate information (including all Company announcements) is also available to shareholders, investors and the public on our website.  The AGM is the principal opportunity for dialogue with private shareholders, and all Board members seek to attend it and answer shareholder questions.  The Notice of Meeting is sent to shareholders at least 21 days before the meeting.  In addition, the CEO attends potential investor shows in order to increase the Company's profile.

 

Compliance Departure and Reason - None.

 

3.   Take into account wider stakeholder and social responsibilities and their implications for long-term success

 

Explanation

The Group's ability to deliver on its strategy is dependent partly upon its effective engagement with stakeholders and a wider recognition of the social implications of its operations.  In all businesses, the typical key stakeholders are shareholders, customers, staff and suppliers.

 

Customers - in all businesses the Group seeks to provide clients with products and services that are differentiated from competitors.  This is done through meeting clients to understand their needs and through understanding competitors' offerings.

 

Staff - the Group's staff are critical to delivering client satisfaction over the longer term.  All Group companies have in place staff communication forums and flat management structures, which aid communication.  Group management is accessible to company staff.  In situations where individual subsidiary decisions would impact on staff security or morale, the relevant company will seek to minimise the impact on staff.

 

Suppliers - to varying degrees the Group is dependent upon the reliable and efficient service of its supply chain.  In the case of significant suppliers, each Group company will meet periodically with them to review and determine future trading arrangements and to share the relevant company's requirements of that supplier.

 

Compliance Departure and Reason - None.

 

4.   Embed effective risk management, considering both opportunities and threats, throughout the organisation

 

Explanation

Recognising and managing business risks is key to ensuring the delivery of strategy and the creation of long-term shareholder value.

 

As part of the Group's annual reporting to shareholders, specific financial risks are evaluated, including those related to foreign currency, interest rates, liquidity and credit.  The Group's key risks are set out in the Annual Report & Accounts.

 

The nature of the Group's operations is such that individual companies are organised independently and operate business and IT systems that are appropriate to their individual businesses.  The Audit Committee reviews the findings of the Group's auditors and considers whether there are remedial actions necessary to improve the control environment in each company.

 

The Group has in place and Anti-Bribery Policy and a Share Dealing Code that apply to staff.

 

Compliance Departure and Reason - None.

 

5.   Maintain the board as a well-functioning, balanced team led by the chair

 

Explanation

Board members have a collective responsibility and legal obligation to promote the interests of the Company and are collectively responsible for defining corporate governance arrangements.  Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the Board.

 

The Board consists of three directors of which two are executive and one (the Chairman) is non-executive.  The Chairman is considered independent and independent directors will stand for re-election on an annual basis in the event of having more than 10 years continuous board service.  The QCA Code requires that the Company has two non-executive directors.

 

The board is supported by both Audit and Remuneration committees, the member of each of which is the Chairman.

 

The Board meets formally on a regular basis (typically 4-6 times per annum), with interim meetings convened on an as-required basis.  The Audit committee undertakes an annual review and the Remuneration committee undertakes reviews on an as-required basis.  All directors commit the required time to meet the needs of the Group from time-to-time.

 

Compliance Departure and Reason - As currently constituted the Board includes only one non-executive director.  The Board considers that the size of the Group does not merit the appointment of an additional non-executive director but will continue to review this over time.

 

 

6.   Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

 

Explanation

The Company's directors are David Buchler (Chairman), Jonathan Lander (CEO) and Nicholas Lander (COO/CFO).  All members of the Board have experience relevant to delivering the Company's strategy.

 

The Board believes that, as currently constituted, it has a blend of relevant experience, skills and personal qualities to enable it to successfully execute its strategy.

 

The Directors' biographies are in the Annual Report and Accounts and incorporated here by reference.

 

Compliance Departure and Reason - The QCA Code requires, inter alia, that the Company describes the relevant experience, skills, personal qualities and capabilities that each director brings to the Board.  The Board believes the individual's biography as noted above, coupled with their successful service to date with the Company, is sufficiently objective evidence that the Board has the necessary requirements to fulfil their roles individually and collectively.

 

 

7.   Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

 

Explanation

The Board does not formally review the effectiveness of itself as a unit nor of the Remuneration and Audit committees.  The small size of the Board means that individual directors' contributions are transparent.  Where the Company identifies potential Board members, these are noted for any possible future vacancies as part of succession planning or to bring in additional skills or capabilities.

 

Compliance Departure and Reason - Where the need for Board changes has become evident in the past, the necessary changes have been implemented.  It is not considered necessary to formally review performance given this embedded approach, whereby review of effectiveness is continuous.

 

8.   Promote a corporate culture that is based on ethical values and behaviours

 

Explanation

The nature of the Group's businesses are diverse and, by their nature, may have different cultures and values relevant to their sector.  However, there are some core values that the Group adopts throughout all its businesses, irrespective of their nature and size.

 

These values are: honesty, integrity, openness and respect.  The Board leads by example, demonstrating through its collective actions and individually as directors through theirs, to local management teams and staff.  The Company has an Anti-bribery Policy and makes an annual Modern Slavery statement.

 

Compliance Departure and Reason - None.

 

9.   Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

 

Explanation

The Board provides strategic leadership for the Group and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the Group's businesses as well as defining its strategic goals.  The Board has approved terms of reference for its Audit and Remuneration committees to which certain responsibilities are delegated.

 

The individual roles and responsibilities of the Board, the Board members and the Audit and Remuneration Committees are set out below.

 

Role and Responsibilities of Chairman

The Chairman is independent and from an external perspective, engages with shareholders at the Company's Annual General Meeting to reinforce the fact that the board is being run with the appropriate level of engagement and time commitment. From an internal perspective, he ensures that the information which flows within the board and its sub committees is accurate, relevant and timely and that meetings concentrate on key operational and financial issues which have a strategic bias, together with monitoring implementation plans surrounding commercial objectives.

In relation to corporate governance, his responsibility is to lead the board effectively and to oversee the adoption, delivery and communication of the company's corporate governance model. He also aims to foster a positive governance culture throughout the company working through the CEO and COO/CFO.

Roles and Responsibilities of CEO

The CEO is responsible for recommending and ensuring effective delivery of the Group's strategy and achieving financial performance commensurate with that strategy.

The CEO works with the Chairman and the COO/CFO in an open and transparent way and keeps them up-to-date with matters of importance and relevance to delivering the strategy.

Roles and Responsibilities of COO/CFO

The COO/CFO is responsible for the operational aspects of the Group's businesses and for maintaining a robust financial control and reporting environment throughout.


Role of the Board

The Board of a company is responsible for setting the vision and strategy for the company to deliver value to its shareholders by effectively putting in place its business model. The Board members are collectively responsible for defining corporate governance arrangements to achieve this purpose, under clear leadership by the Chairman.

 

The Board is authorised to manage the business of the Company on behalf of its shareholders and in accordance with the Company's Articles of Association. The Board is responsible for overseeing the management of the business and for ensuring high standards of corporate governance are maintained throughout the Group.

The Board meets several times a year and at other times as necessary, to discuss a formal schedule of matters specifically reserved for its decision.

These matters routinely include:

·      Group strategy and associated risks

·      Financial performance of the Group's businesses and approval of annual budgets, the half year results, annual report and accounts and dividends

·      Changes relating to the Group's capital structure or share buy-backs

·      Appointments to and removal from the Board and Committees of the Board given the absence of a separate nomination committee

·      Acquisitions, disposals and other material transactions

·      Actual or potential conflicts of interest relating to any Director are routinely identified at all Board discussions

Role of Audit Committee

The Audit Committee provides confidence to shareholders on the integrity of the financial results of the company expressed in the Annual Report and Accounts and other relevant public announcements of the Company. The Audit Committee challenges both the external auditors and the management of the Company. It keeps the need for internal audit under review. It is responsible for the assessing recommendations to the Board on the engagement of auditors including tendering and the approval of non-audit services, for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls.

It also has responsibility for reviewing financial statements prior to publication and reporting to the Board on any significant reporting issues, estimates and judgements made in connection with the preparation of the Company's financial statements.

The Audit Committee, in conjunction with the rest of the Board, also has a key role in the oversight of the effectiveness of the risk management and internal control systems of the Company.

Members: David Buchler

Role of Remuneration Committee

It is the role of the Remuneration Committee to ensure that remuneration arrangements are aligned to support the implementation of Company strategy and effective risk management for the medium to long-term, and to take into account the views of shareholders.

The Company's remuneration policy has been designed to ensure that it encourages and rewards the right behaviours, values and culture.

The Remuneration Committee reviews the performance of the executive directors, sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders and reviews and approves any proposed bonus entitlement. It also determines the allocation of share options to employees.

Members: David Buchler

 

The Board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this code on an annual basis and revise its governance framework as appropriate as the Group evolves. The Board is satisfied that the current framework will evolve in line with the current growth plans of the Group.

 

Compliance Departure and Reason - None.

 

10.  Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

 

Explanation

A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company. In particular, appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist:

 

·      the communication of shareholders' views to the Board; and

·      the shareholders' understanding of the unique circumstances and constraints faced by the Company. It should be clear where these communication practices are described (annual report or website).

 

The Group's Annual Report and Accounts and other governance-related material, along with notices of all general meetings over the last five years (as a minimum) are accessible via the Company's website.

 

Audit Committee Report - the Audit Committee's annual meeting is minuted. All matters raised by the Group's auditors are carefully considered and actions implemented where considered appropriate. The approach and role of the Audit Committee is noted in section 9 above.

 

Remuneration Committee Report - the Remuneration Committee's meetings are minuted.  The remuneration of the Board is set out in the Annual Report and Accounts.  The approach and role of the Remuneration Committee is noted in section 9 above.

 

Compliance Departure and Reason - The Audit Committee and Remuneration Committee have not prepared formal reports as required by the Code. Given the small size of the Board, such formal reporting is not considered necessary. The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in accordance with applicable law and regulations.

 

 

Consolidated income statement

 

 

 

 

Note


2018

2017

(as restated)




£'000

£'000
 

Continuing operations





Revenue

5


18,640

16,153

Cost of sales



(15,700)

(13,569)




 

 

Gross profit



2,940

2,584






Distribution costs



(1,095)

(974)

Administrative expenses



(4,825)

(1,771)




 

 

Operating (loss)

2


(2,980)

(161)






Investment revenues

7


115

93

Other gains and losses

7


374

-

Finance expense

7


(47)

(120)

Finance income

7


106

38




 

 

(Loss) before tax



(2,432)

(150)

Income tax credit/(expense)

8


402

(25)


 

 

 

 

(Loss) for the year from continuing operations



(2,030)

(175)




 

 

Profit for the year from discontinued operations



23,126

2,954




 

 

Profit for the year



21,096

2,779




 

 

Attributable to:





- Equity holders of the parent



20,956

2,251

- Non-controlling interests



140

528




 

 




21,096

2,779




 

 

Earnings per share

9









Basic

- from continuing operations

- from discontinued operations



(56.8)p

646.9p

(6.4)p

62.8p




 

 

Total



590.1p

56.4p






Diluted





- from continuing operations



(56.1)p

(6.4)p

- from discontinued operations



646.9p

62.8p




 

 

Total



590.1p

56.4p






 

Consolidated statement of comprehensive income

 

 




2018

 

2017




£'000

£'000






Profit for the year



21,096

2,779




 

 

Other comprehensive income:





Fair value gains and losses on available for sale financial assets





- current period gains/(losses)

 

Revaluation of property

Deferred tax recognised on revaluation of property

 

Foreign exchange gains/(losses) on retranslation of foreign operations


 

 

-

 

-

-

 

-

77

 

260

(135)

 

(6)









 

 

Other comprehensive income



-

196




 

 






Total comprehensive income for the year



21,096

2,975




 

 

Attributable to:





- Equity holders of the parent



20,956

2,423

- Non-controlling interests



140

552




 

 




21,096

2,975




 

 






 

 

Consolidated statement of changes in equity

 

 

 

Share

capital

£'000

Share

premium

£'000

 

Revaluation

reserve

£'000

Retained

earnings

£'000

Total

£'000


Non-controlling interests

£'000

Total

£'000

 

 

 

 

 

 

 

 

2018

 

 

 

 

 

 

 

Other comprehensive income

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

-

-

-

20,956

20,956

140

21,096


Balance at 1 January

 

50

3,640

177

20,319

24,186

1,958

26,144

 

 

 

 

 

 

 

 

Transactions with owners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of own shares

-

-

-

(6,095)

(6,095)

-

(6,095)

 

 

 

 

 

 

 

 

Share based payments

 

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

Total transactions with owners

-

-

-

(6,095)

(6,095)

-

(6,095)

 

 

 

 

 

 

 

 

Eliminated on disposal

-

-

(77)

-

(77)

(651)

(728)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 December

50

3,640

100

35,180

38,970

1,447

40,417

 

 

 

 

 

 

 

 

 

 

 

Share

capital

£'000

Share

premium

£'000

 

Revaluation

reserves

£'000

Retained

earnings

£'000

Total

£'000


Non-controlling interests

£'000

Total

£'000

2017

 

 

 

 

 

 

 

Other comprehensive income

-

-

177

(5)

172

24

196

 

 

 

 

 

 

 

 

Profit for the year

-

-

-

2,251

2,251

528

2,779

 

 

 

 

 

 

 

 

Total comprehensive income for the year

 

-

-

177

2,246

2,423

552

2,975


Balance at 1 January

50

3,640

-

21,529

25,219

1,406

26,625

 

 

 

 

 

 

 

 

 

Transactions with owners:

 

 

 

 

 

 

 

 

Purchase of own shares

-

-

-

(3,458)

(3,458)

-

(3,458)

 

 

 

 

 

 

 

 

Share based payments

-

-

-

2

2

-

2

 

 

 

 

 

 

 

 

Total transactions with owners

-

-

-

(3,456)

(3,456)

-

(3,456)

 

 

 

 

 

 

 

 

Balance at 31 December

50

3,640

177

20,319

24,186

1,958

26,144

 

 

 

 

 

 

 

 

 

 

Consolidated statement of financial position

 

Company number 04478674

 

 

 




2018

2017

 


Note


£'000

£'000

 

Assets





 

Non-current assets





 

Goodwill

11


-

380

 

Other intangible assets

11


-

8

 

Property, plant and equipment

12


6,062

5,424

 




 

 

 

Total non-current assets



6,062

5,812

 






 

Current assets





 

Inventories

13


1,774

1,466

 

Trade and other receivables

15


4,447

10,104

 

Cash and cash equivalents

16


34,137

12,119

 

Available for sale investments

14


-

6,335

 




 

 

 

Total current assets



40,358

30,024

 




 

 

 

Total assets



46,420

35,836

 




 

 

 

Liabilities





 

Current liabilities





 

Loans and other borrowings

19


(708)

(783)

 

Finance leases

19


(314)

(192)

 

Trade and other payables

17


(2,776)

(6,023)

 

Tax payable



-

(433)

 




 

 

 

Total current liabilities



(3,798)

(7,431)

 




 

 

 

Non-current liabilities





 

Loans and other borrowings

19


(1,254)

(1,353)

 

Finance leases

19


(816)

(315)

 






 




 

 

 

Total non-current liabilities



(2,070)

(1,668)

 




 

 

 

Total liabilities



(5,868)

(9,099)

 









Provisions - deferred tax

20


(135)

(514)

 

Provisions - lease incentive



-

(79)

 




 

 

 

Net assets



40,417

26,144

 




 

 

 

Equity





 

Share capital

21


50

50

 

Share premium account

22


3,640

3,640

 

Revaluation reserves

22


100

177

 

Retained earnings



35,180

20,319

 




 

 

 

Capital and reserves attributable to equity holders of the Company



38,970

24,186

 

Non-controlling interests

27


1,447

1,958

 




 

 

 

Total equity



40,417

26,144

 




 

 

 

 

 

Consolidated statement of cash flows

 



2018

2018

2017

2017


Note

£'000

£'000

£'000

£'000





 

 

(as

restated)

 

Profit for the year



21,096


2,779

 

Adjustments for:






Investment revenues

7

(115)


(93)


Other gains and losses

7

(374)


-


Finance expense

7

47


120


Finance income

7

(106)


(38)


Profit from discontinued operations

6

(23,126)


(2,954)


Depreciation

12

460


616


Amortisation of intangible assets

11

-


-


Foreign exchange differences


6


-


Loss on disposal of property, plant and equipment

Income tax (credit)/expense

8

-

(402)


7

25




 


 





(23,610)


(2,317)




 


 

Operating cash flows before movements in working capital



(2,514)


462







Increase in trade and other receivables



(328)


(383)

Increase in trade and other payables



1,254


-

(Decrease)/increase in inventories



(308)


616

Tax paid



(100)


-




 


 

Cash (used by)/generated from continuing operations



(1,996)


695




   


   

Operating cash flows from discontinued operations



1,603


2,720




________

 


________

Net cash used by/generated from operating activities



(393)


3,415







Investing activities






Proceeds from sale of discontinued operations net of cash sold


22,537


-


Investing cashflows from discontinued operations


-


(499)


Purchase of available for sale investments


-


(6,258)


Proceeds from disposal of available for sale investments


6,632


-


Purchase of property, plant and equipment


(429)


(158)


Interest received

7

106


38


Income from investments

7

115


93




 


 


Net cash generated from/used by investing activities



28,961


(6,784)







Financing activities






Interest paid

7

(47)


(120)


Purchase of own shares (treasury shares)

21

(6,094)


(3,458)


Net repayment of borrowings


(375)


(982)


Dividend paid by subsidiary


(49)


-




 


 


Net cash used by financing activities



(6,565)


(4,560)




 


 

Net increase/(decrease) in cash



22,003


(7,929)

Cash at beginning of year



12,119


20,063

Foreign exchange movement



15


(15)




 


 

Cash at end of year



34,137


12,119




 


 

 

 

Notes forming part of the preliminary announcement

 

The financial information set out above, which was approved by the Board on 21 May 2019, is derived from the full Group accounts for the year ended 31 December 2018 and does not constitute the statutory accounts within the meaning of section 434 of the Companies Act 2006. The Group accounts on which the auditors have given an unqualified report, which does not contain a statement under section 498(2) or (3) of the Companies Act 2006 in respect of the accounts for 2018, will be delivered to the Registrar of Companies in due course.

 

Copies of the Company's Annual Report and Financial Statements are expected to be sent to shareholders on

28 May 2019 and will be available from the Company's registered office at Warnford Court, 29 Throgmorton Street, London, EC2N 2AT and online at www.volvere.co.uk.

 

1      Accounting policies

 

Basis of accounting

 

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS and IFRIC interpretations) as adopted by the European Union ("adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under adopted IFRS.  The Company has elected to prepare its Parent Company financial statements in accordance with Financial Reporting Standard 101 ("FRS 101"); these are presented on pages 57 to 64.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report.  In addition, note 18 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.


The Group has considerable financial resources and operates in a number of different market sectors. As a consequence, the directors believe that the Group is well placed to manage the business risks inherent in its activities despite the current uncertain economic outlook.

 

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

 

The following principal accounting policies have been applied consistently, in all material respects, in the preparation of these financial statements:

           

Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year.  Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.  All subsidiaries have a reporting date of 31 December.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.  All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

 

The results and net assets of subsidiaries whose accounts are denominated in foreign currencies are retranslated into Sterling at average and year-end rates respectively.


Business combinations

The Group applies the acquisition method of accounting for business combinations.  The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement.  Acquisition costs are expensed as incurred.

 

The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.

 

Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of the fair value of consideration transferred, the recognised amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately.

The purchase of a non-controlling interest is not a business combination within the scope of IFRS 3, since the acquiree is already controlled by its parent.  Such transactions are accounted for as equity transactions, as they are transactions with equity holders acting in their capacity as such. No change in goodwill is recognised and no gain or loss is recognised in profit or loss.

 

Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. See above for information on how goodwill is initially determined. Goodwill is carried at cost less accumulated impairment losses and is reviewed annually for impairment.

Revenue recognition

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the group expects to be entitled in exchange for those goods or services net of discounts, VAT and other sales-related taxes.  The group concludes that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer. Payment is typically due within 60 days.  Contracts with customers do not contain a financing component or any element of variable consideration.  The group does not offer an option to purchase a warranty.

 

Revenue from the sale of goods is recognised at the point in time when control of the asset is transferred to the customer, generally when the customer has taken undisputed delivery of the goods. There are no service obligations attached to the sale of goods.  Customer rebates are deducted from revenue.

 

Revenue earned on time and materials contracts is recognised as costs are incurred.  Income from fixed price contracts is recognised in proportion to the stage of completion, determined on the basis of work done, of the relevant contract.

 

Revenue from consulting services is recognised when the services are provided by reference to the contract's stage of completion at the reporting date. When the outcome can be assessed reliably, contract revenue and associated costs are recognised by reference to the stage of completion of the contract activity at the reporting date. When the outcome of a contract cannot be estimated reliably, revenue is recognised only to the extent of contract costs that have been incurred and are recoverable. Contract costs are recognised in the period in which they are incurred or, where recoverable from clients, are included in work-in-progress.

 

Revenue from consulting services relating to fixed price contracts is recognised in relation to the delivery of the performance obligations specified in the contract.  Penalties for non-performance against specific terms of the contract are provided for when there is a probable outflow of resources under the contract terms and the amount can be reliably estimated. Such adjustments are deducted from revenue.

 

Revenue from software licences is recognised either upfront (where the grant of the licence is at inception of a contract and where maintenance is provided as a separate service) or periodically in line with the time for which the licence is provided (where such provision is part of an ongoing managed service).

 

If it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately in profit or loss.

 

The gross amount due from customers for contract work is presented within trade and other receivables for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceeds progress billings. The gross amount due to customers for contract work is presented within other liabilities for all contracts in progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses).

 

Discontinued operations

Discontinued operations represent cash generating units or groups of cash generating units that have either been disposed of or classified as held for sale, and represent a separate major line of business or are part of a single co-ordinated plan to dispose of a separate major line of business.  Cash generating units forming part of a single co-ordinated plan to dispose of a separate major line of business are classified within continuing operations until they meet the criteria to be held for sale.  The post-tax profit or loss of the discontinued operation is presented as a single line on the face of the consolidated income statement, together with any post-tax gain or loss recognised on the re-measurement to fair value less costs to sell or on the disposal of the assets or disposal group constituting the discontinued operation.  On changes to the composition of groups of units comprising discontinued operations, the presentation of discontinued operations within prior periods is restated to reflect consistent classification of discontinued operations across all periods presented.

 

Operating segments

IFRS 8 "Operating Segments" requires the disclosure of segmental information for the Group on the basis of information reported internally to the chief operating decision-maker for decision-making purposes.  The Group considers that the role of chief operating decision-maker is performed collectively by the Board of Directors.

 

Volvere plc is a holding company that identifies and invests principally in undervalued and distressed businesses and securities as well as businesses that are complementary to existing Group companies.  Its customers are based primarily in the UK, Europe and the USA.

 

Financial information (including revenue and profit before tax and intra-group charges) is reported to the board on a segmental basis.  Segment revenue comprises sales to external customers and excludes gains arising on the disposal of assets and finance income.  Segment profit reported to the board represents the profit earned by each segment before tax and intra-group charges.  For the purposes of assessing segment performance and for determining the allocation of resources between segments, the board reviews the non-current assets attributable to each segment as well as the financial resources available.  All assets are allocated to reportable segments.  Assets that are used jointly by segments are allocated to the individual segments on a basis of revenues earned. 

 

All liabilities are allocated to individual segments.  Information is reported to the Board of Directors on a segmental basis as management believes that each segment exposes the Group to differing levels of risk and rewards due to their varying business life cycles.  The segment profit or loss, segment assets and segment liabilities are measured on the same basis as amounts recognised in the financial statements.  Each segment is managed separately.

 

Leasing

 

Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease.  The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.  Lease payments are apportioned between finance charges and the reduction of lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.  Finance charges are charged directly against income. 

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.

 

Foreign currencies

Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates of the transactions.  At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date.  Gains and losses arising on retranslation are included in net profit or loss for the period.

 

Retirement benefit costs

The Group's subsidiary undertakings operate defined contribution retirement benefit schemes.  Payments to these schemes are charged as an expense in the period to which they relate.  The assets of the schemes are held separately from those of the relevant company and Group in independently administered funds.


Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.  The tax currently payable is based on taxable profit for the year.  Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.   

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.  Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.  Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax is measured on an undiscounted basis using the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.  Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.  Freehold property is revalued on a periodic basis.  Depreciation is charged so as to write off the cost or valuation of assets, less their residual values, over their estimated useful lives, using the straight line method, on the following bases:

Freehold property                                                          -           1.5% per annum

Improvements to short-term leasehold property              -           Over the life of the lease

Plant and machinery                                                      -           4%-33% per annum

Investments

Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, including transaction costs.  Available for sale current asset investments are carried at fair value with adjustments recognised in other comprehensive income.

Investment income

Income from investments is included in the income statement at the point the Group becomes legally entitled to it.  Interest income and expenses are reported on an accruals basis using the effective interest method.

Impairment of property, plant and equipment and intangible assets (including goodwill)

 

At each reporting date the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 

Recoverable amount is the higher of fair value less costs to sell and value in use.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and any risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount.  An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but only so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Share-based payments

The Group issues equity-settled share-based payments to certain directors and employees.  Equity-settled share-based payments are measured at fair value at the date of grant.  The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of options that will ultimately vest.

Fair value is measured by use of a Black-Scholes pricing model.  The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Inventories

 

Inventories are stated at the lower of cost and net realisable value. Raw materials are valued at purchase price and the costs of ordinarily interchangeable items are assigned using a weighted average cost formula. The cost of finished goods comprises raw materials directly attributable to manufacturing processes based on product specification and packaging cost.  Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.

Cash and cash equivalents

 

Cash and cash equivalents comprise cash balances, overnight deposits and treasury deposits.  The Group considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents.

Financial assets

Recognition and derecognition

 

Financial assets and financial instruments are recognised when the Group becomes a party to the contractual provisions of the financial asset.

 

Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire, or when the financial asset and substantially all of the risks and rewards are transferred.  A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

 

Classification and initial recognition of financial assets

 

Except for trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

 

Financial asset, other than those designated and effective as hedging instruments are classified into the following categories:

 

-       Amortised cost

-       Fair value through profit or loss (FVTPL)

-       Fair value through other comprehensive income (FVOCI)

 

The classification is determined by both:

 

-       The entity's business model for managing the financial asset

-       The contractual cash flow characteristics of the financial asset

 

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within administrative expenses.

 

Subsequent measurement of financial assets

 

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

 

-       They are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows

-       The contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding

 

After initial recognition, these are measured at amortised cost using the effective interest method.  Discounting is omitted where its effect is immaterial.  The Group's cash and cash equivalents, trade and most other receivables fall into this category.  This category also includes investments in equity instruments. 

 

Financial assets which are designated as FVTPL are measured at fair value with gains or losses recognised in profit or loss.  The fair values of financial assets in this category are determined with reference to active market transactions or using a valuation technique where no active market exists.

 

Financial assets classified as available for sale (AFS) under IAS 39 (comparative periods)

 

AFS financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets (FVTPL or held to maturity and loans and receivables).  The Group's AFS financial assets include listed equity securities.

 

All AFS financial assets were measured at fair value.  Gains and losses were recognised in other comprehensive income and reported within the AFS reserve within equity, except for interest and dividend income, impairment losses and foreign exchange differences on monetary assets which are recognised in profit or loss. When the asset was disposed of or was determined to be impaired, the cumulative gain or loss recognised in other comprehensive income was reclassified from the equity reserve to profit or loss.  Interest calculated using the effective interest method and dividends were recognised in profit or loss within finance income.

 

Impairment of financial assets

 

IFRS 9's impairment requirements use forward looking information to recognise expected credit losses - the 'expected credit loss (ECL) method'.  Recognition of credit losses is no longer dependent on first identifying a credit loss event, but considers a broader range of information in assessing credit risk and credit losses including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

 

In applying this forward looking approach, a distinction is made between:

 

-       Financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk ('stage 1') and

-       Financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low ('stage 2').

 

Stage 3 would cover financial assets that have objective evidence of impairment at the reporting date. 

 

12 month expected credit losses are recognised for the first category while lifetime expected credit losses are recognised for the second category.  Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial asset.

 

Trade and other receivables and contract assets

 

The group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses.  These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument.  In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

 

The Group assesses impairment of trade receivables on a collective basis, as they possess shared credit risk characteristics, they have been grouped based on the days past due. 

 

Classification and measurement of financial liabilities

 

FVTPL:  This category comprises only out-of-the-money derivatives.  They are carried in the statement of financial position at fair value with changes in fair value recognised in the income statement.

 

Other financial liabilities:  Other financial liabilities include trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

 

Bank and other borrowings are initially recognised at the fair value of the amount advanced net of any transaction costs directly attributable to the issue of the instrument.  Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest method.  Interest expense in this context includes initial transaction costs and premia payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

 

Financial liabilities and equity instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

 

Invoice discounting

 

The Group uses an invoice discounting facility and retains all significant benefits and risks relating to the relevant trade receivables.  The gross amounts of the receivables are included within assets and a corresponding liability in respect of proceeds received from the facility is included within liabilities.  The interest and charges are recognised as they accrue and are included in the income statement with other interest charges.

 

Significant management judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses.  The nature of the Group's business is such that there can be unpredictable variation and uncertainty regarding its business.  The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates. 

 

Significant management judgements (other than estimates)

 

The judgements that have a significant impact on the carrying value of assets and liabilities are discussed below:

 

Consolidation

 

Management have concluded that it is not appropriate to utilise the exemption from consolidation available to investment entities under IFRS 10 as the company is not considered to meet all of the essential elements of the definition of an investment entity as performance is not measured or evaluated on a fair value basis.  Accordingly the consolidation includes all entities which the Company controls.

 

Revenue recognition

 

Management makes judgements against the terms of fixed price contracts and whether they could result in penalties relating to non-performance against specific terms.  This relates to £nil revenue in 2018 (2017: £4.7 million).

 

Deferred tax asset

 

The Group recognises a deferred tax asset in respect of temporary differences relating to capital allowances, revenue losses and other short term temporary differences when it considers there is sufficient evidence that the asset will be recovered against future taxable profits.

 

This requires management to make decisions on such deferred tax assets based on future forecasts of taxable profits. If these forecast profits do not materialise, or there is a change in the tax rates or to the period over which temporary timing differences might be recognised, the value of the deferred tax asset will need to be revised in a future period.

 

The most sensitive area of estimation risk is with respect to losses.  The Group has losses for which no value has been recognised for deferred tax purposes in these financial statements, as future economic benefit of these temporary differences is not probable. If appropriate profits are earned in the future, recognition of the benefit of these losses may result in a reduced tax charge in a future period.

 

Significant estimates

 

Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.

 

Revenue recognition

 

Management is required to determine any adjustments to revenue for non-performance against terms of fixed

price contracts. There is sensitivity in this adjustment as the penalties are set at various percentages according to performance achieved or considered to have been achieved.

 

Receivables

 

Due to the nature of some services provided by certain businesses within the Group the recoverability of receivables can be subject to management estimates.  Management estimation is required in measuring and recognising provisions and otherwise determining the exposure to unrecoverable debts. Sensitivity is limited through the Group's credit control procedures and the overall high quality of the Group's customer base, although it is acknowledged that some customer concentration can mean that adjustments could be material.

 

Useful lives of depreciable assets

 

The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually. Increasing an asset's expected life or residual value would result in a reduced depreciation charge in the consolidated income statement.

 

Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking into account other relevant factors such as any expected changes in technology or regulations.

 

Inventories

 

In determining the cost of inventories management have to make estimates to arrive at cost and net realisable value.

 

Furthermore, determining the net realisable value of the wider range of products held requires judgement to be applied to determine the saleability of the product and estimations of the potential price that can be achieved. In arriving at any provisions for net realisable value management take into account the age, condition and quality of the product stocked and the recent sales trend. The future realisation of these inventories may be affected by market-driven changes that may reduce future selling prices.

 

Fair value measurement

 

Management uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.

 

New and revised standards and interpretations applied

 

The following new and revised Standards and Interpretations have been issued and are effective for the current financial year of the Group:

 

IFRS 9 Financial Instruments took effect from 1 January 2018 and has been adopted for the year ended 31 December 2018.  When adopting IFRS 9, the Group has applied transitional relief and opted not to re-state prior periods.  Differences arising from the adoption of IFRS 9 in relation to classification, measurement and impairment are recognised in retained earnings. This has not given rise to any changes except that financial assets previously classified as available for sale investments are now measured as Fair Value Through Profit or Loss and Loans and Receivables are now presented as Financial Assets at Amortised Cost in the financial statements.

 

Although there is a change in how impairment losses are calculated, which requires expected losses to be provided for, no adjustment to the provision has arisen and as such no opening statement of financial provision as at 1 January 2017 has been presented.

 

IFRS 15 Revenue from Contracts with Customers and the related Clarifications to IFRS 15 Revenue from Contracts with Customers (hereafter referred to as IFRS 15) has been applied retrospectively.

 

This has meant considering the impact of the standard on the comparative figures. The Group did not identify any contracts that would have been materially affected by the application of the standard.

 

The Automotive and Security solutions segments are affected by the adoption of the new standard.  The effect of initially applying this standard has had no material effect on the Group's financial statements.  In accordance with the transition guidance, IFRS 15 has only been applied to contracts that are incomplete as at 1 January 2018.

 

The application of the other revised Interpretations, Amendments and Annual Improvements (all of which are effective for annual periods commencing on/after 1 January 2018) have not had any material impact on the amounts reported for the current and prior years but may affect the accounting for future transactions or arrangements.  

 

IFRS 2 (amendments) Share-Based Payments

IAS 40 (amendments) Investment Property

IFRIC 22 Foreign Currency Transactions and Advance Consideration

Annual Improvements to IFRSs: 2014 - 2016 cycle in respect of IFRS 1 and IAS 28

 

New and revised standards and interpretations - in issue but not yet effective

 

IFRS 16 replaces existing leases guidance, including IAS 17 'Leases', IFRIC 4 'Determining whether an

Arrangement contains a Lease', SIC-15 'Operating Leases - Incentives' and SIC-27 'Evaluating the Substance of Transactions Involving the Legal Form of a Lease'.

 

The standard is effective for annual periods beginning on or after 1 January 2019. Early adoption is permitted

for entities that apply IFRS 15 at or before the date of initial application of IFRS 16.

 

IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard - i.e. lessors continue to classify leases as finance or operating leases.

 

The Group has completed an initial assessment of the potential impact on its consolidated financial statements but has not yet completed its detailed assessment. The actual impact of applying IFRS 16 on the financial statements in the period of initial application will depend on future economic conditions, however, no significant impact is expected for the Group's finance leases.

As at 31 December 2018, the Group's future minimum lease payments under non-cancellable operating leases amounted to £nil (2017 - £2.1 million), on an undiscounted basis (see Note 23).

 

2      Operating (loss)/profit

 

Operating (loss)/profit is stated after charging:


2018

£'000

2017

£'000

(as

 restated)




Staff costs

5,770

2,604

Depreciation of property, plant and equipment

460

616

Amortisation of intangible assets

-

2

Operating lease expense

14

13

Exchange loss

6

-

Auditor's fees - audit services

32

41

Auditor's fees - tax advice

-

-


 

 

The analysis of audit fees is as follows:



- for the audit of the Company's annual accounts

8

23

- for the audit of the Company's subsidiaries' accounts

24

18


 

 


32

41


 

 

 

3      Staff costs

 

Staff costs comprise:



2018

£'000


2017

£'000

(as

 restated)




Wages and salaries                  

5,183

2,348

Employer's National Insurance contributions

530

190

Defined contribution pension cost

57

66


 

 


5,770

2,604


 

 

 

The average number of employees (including Directors) in the Group was as follows:

 


2018

Number

2017

Number




Engineering, production and professional

106

90

Sales and marketing

6

5

Administration and management

25

23


 

 


137

118


 

 

 

4      Directors' remuneration


The remuneration of the directors was as follows:


Salaries & fees

2018

£'000

Other

benefits

2018

£'000

 

Total

2018

£'000





David Buchler

45

-

45

Jonathan Lander

1,083

-

1,083

Nick Lander

1,083

1

1,084


 

 

 


2,211

1

2,212


 

 

 

 


Salaries & fees

2017

£'000

Other

benefits

2017

£'000

 

Total

2017

£'000





David Buchler

30

-

30

Jonathan Lander

11

-

11

Nick Lander

11

1

12


 

 

 


52

1

53


 

 

 

 

The services of Jonathan Lander and Nick Lander are provided under the terms of a Service Agreement with D2L Partners LLP.  The amount due under these agreements, which is in addition to the amounts disclosed above, for the year amounted to £861,000 (2017: £528,000). Amounts owed to D2L Partners LLP at the year end totalled £333,000 (2017: £nil).

 

The amount paid to David Buchler in the year was paid to DB Consultants Limited (which is controlled by him and is therefore a related party) and the amount outstanding at the year end was £11,250 (2017: £nil). None of the directors were members of the Group's defined contribution pension plan in the year (2017: none).

 

5      Operating segments

 

Analysis by business segment:

 

An analysis of key financial data by business segment is provided below.  The Group's automotive consulting and security solutions segments are engaged in the provision of services to third party customers.  The group's food manufacturing segment is engaged in the production and sale of food products to third party customers, and the investing and management services segment incurs central costs, provides management services and financing to other Group segments and undertakes treasury management on behalf of the Group.  A more detailed description of the activities of each segment is given in the Strategic Report.

 

During the year, the automotive consulting segment was sold and therefore the results of this segment are now included within Profit in the year from discontinued operations and have been excluded from the following analysis:

 

 

 

 

Security solutions

2018

£'000

 

 

Food manufacturing

2018

£'000

 

Investing and management services

2018

£'000

 

 

 

Total

2018

£'000

 

Revenue

 

296

 

18,344

 

-

 

18,640


 

 

 

 

Profit/(loss) before tax(1)

60

854

(3,346)

(2,432)


 

 

 

 


 

 

Security solutions

2017

£'000

 

 

Food manufacturing

2017

£'000

 

Investing and management services

2017

£'000

 

 

 

Total

2017

£'000






 

Revenue

 

284

 

15,869

 

-

 

16,153


 

 

 

 

Profit/(loss) before tax(1)

47

635

(832)

(150)


 

 

 

 



 

 

Automotive consulting

2018

£'000

 

 

Security solutions

2018

£'000

 

 

Food manufacturing

2018

£'000

 

Investing and management services

2018

£'000

 

 

 

Total

2018

£'000







Assets

-

419

12,311

33,690

46,420

Liabilities/provisions

-

(359)

(5,427)

(217)

(6,003)


 

 

 

 

 

Net assets(2)

-

60

6,884

33,473

40,417


 

 

 

 

 


 

 

Automotive consulting

2017

£'000

 

 

Security solutions

2017

£'000

 

 

Food manufacturing

2017

£'000

 

Investing and management services

2017

£'000

 

 

 

Total

2017

£'000







Assets

8,305

247

10,819

16,465

35,836

Liabilities/provisions

(4,593)

(215)

(4,640)

(244)

(9,692)


 

 

 

 

 

Net assets(2)

3,712

32

6,179

16,221

26,144


 

 

 

 

 

 

(1)   stated before intra-group management and interest charges

(2)   assets and liabilities stated excluding intra-group balances

 

 


 

 

Automotive consulting

2018

£'000

 

 

Security solutions

2018

£'000

 

 

Food manufacturing

2018

£'000

 

Investing and management services

2018

£'000

 

 

 

Total

2018

£'000







Capital spend

-

-

1,253

-

1,253

Depreciation

-

2

458

-

460

Amortisation/impairment

-

-

-

-

-

Interest income (non-Group)

-

-

-

106

106

Interest expense (non-Group)

-

-

47

-

47

Tax credit

-

(32)

(52)

(318)

(402)


 

 

 

 

 

 

 

 

 

Automotive consulting

2017

£'000

 

 

Security solutions

2017

£'000

 

 

Food manufacturing

2017

£'000

 

Investing and management services

2017

£'000

 

Total

2017

(as restated)

£'000







Capital spend

34

6

223

-

263

Depreciation

48

3

613

-

664

Amortisation/impairment

30

-

1

-

31

Interest income (non-Group)

-

-

-

38

38

Interest expense (non-Group)

-

-

120

-

120

Tax expense

-

-

25

-

25


 

 

 

 

 

 

 

Geographical analysis:

 


External revenue by

location of customers

Non-current assets by

location of assets


2018

2017

(as restated)

2018

2017


£'000

£'000

£'000

£'000






UK

18,006

11,285

6,062

5,812

Rest of Europe

599

3,403

-

-

Other

35

1,465

-

-


 

 

 

 


18,640

16,153

6,062

5,812


 

 

 

 

 

The Group had 4 (2017: 2) customers (all in the food manufacturing segment) that individually accounted for in excess of 10% of the Group's continuing revenues as follows:

 


2018

£'000

2017

(as restated)

£'000




First customer

7,207

6,671

Second customer

4,901

3,534

Third customer

2,763

2,940

Fourth customer

2,437

2,322


 

 

There is minimal uncertainty over the timing and amount of revenue recognition in respect of continuing operations. The Group has no material balances which arise from contracts with customers save for trade receivables as set out in note 15.

 

6      Discontinued operations

 

On 4 October 2018 the group disposed of its subsidiary undertaking, Impetus Automotive Limited. The group's share of the company  was sold for a total of £26.1 million in cash, resulting in a gain of £21.4 million before tax.

 

Operating profit of Impetus Automotive Limited until the date of disposal and the profit from disposal are summarised as follows:

 


2018

2017


£'000

£'000




Revenue

22,164

27,265

Cost of sales

(16,654)

(20,124)


 

 

Gross profit

5,510

7,141

Administrative expenses

(2,901)

(3,493)


 

 

Operating profit

2,609

3,648




Finance expense

(36)

(44)


 

 

Profit from discontinued operations before tax

2,573

3,604

Income tax expense

(538)

(650)


 

 

Profit for the period

2,035

2,954




Total gain on disposal

21,091

-


 

 

Profit for the year from discontinued operations

23,126

2,954


 

 

All of the assets and liabilities have been disposed of in this transaction.


 

Cash flows generated by Impetus Automotive Limited for the reporting periods under review until its disposal were as follows:

 


2018

£'000

 

2017

£'000

 

Operating activities

Investing activities

1,603

22,537

2,720

(499)


 

 

Cash flows from discontinued operations

24,140

2,221


 

 

Cash flows from investing activities relate solely to the proceeds from the sale of Impetus Automotive Limited which was received in cash in 2018, of which £2,387,000 was held on escrow.  At the date of disposal, the carrying amounts of Impetus Automotive Limited's net assets were as follows:




£'000

Assets




Non-current assets




Goodwill



380

Property, plant and equipment



146




 

Total non-current assets



526





Current assets




Trade and other receivables



6,579

Cash and cash equivalents



2,846




 

Total current assets



9,425

 

Liabilities




Current liabilities




Trade and other payables



(4,348)




 

Total liabilities



(4,348)

 

Provisions - lease incentive



(71)




 

Net assets



5,532

Less: net assets attributable to minority interest



(565)








4,967




 

Net assets disposed



4,967





Total consideration received in cash



26,058








 

Net cash received



26,058




 

Gain on disposal



21,091




 

 

7     Investment revenues, other gains and losses and finance income and expense

 


 2018

2017


£'000

(as restated) £'000




Investment revenues

115

93


 

 

Other gains and losses

374

-


 

 

Finance income



Bank interest receivable

106

38


 

 

Finance expense



Bank interest

21

(58)

Finance lease interest

(22)

(23)

Other interest and finance charges

(46)

(39)


 

 


(47)

(120)


 

 

 

Investment revenues and other gains and losses represent respectively interest and dividends receivable from, and the gains arising upon disposal of, investments made pursuant to the Group's investing and treasury management policies.

 

8      Income tax

 


2018

2017


£'000

(as restated)

£'000




Current tax expense - current year

Current tax credit - adjustments in respect of prior years

-

(23)

59

(35)




Deferred tax (credit)/expense recognised in income statement - current year

Deferred tax credit recognised in income statement - adjustments in respect of prior years

 (375)

(4)

 22

(21)


 

 

Total tax (credit)/expense recognised in income statement

(402)

25

Tax recognised directly in equity

-

135


 

 

Total tax recognised

(402)

160


 

 

 

The reasons for the difference between the actual tax expense for the year and the standard rate of corporation tax in the UK applied to profits for the year are as follows:


 

2018

£'000

 

2017

£'000




Profit before tax

(2,432)

(150)


 

 

Expected tax charge based on the prevailing rate of corporation tax in the UK of 19% (2017: 19.25%)

(462)

(29)

 

Effects of:


Expenses not deductible for tax purposes

 

 

 

26

 

 

 

115

Income/gains not subject to tax

(93)

(18)

Deferred tax not recognised

84

(8)

Other adjustments

26

-

Effect of changes in rate of tax

44

-

Adjustments in respect of prior years

(27)

(35)


 

 

Total tax recognised in income statement

(402)

25


 

 

 

Deferred tax assets and liabilities are recognised at rates of tax substantively enacted as at the balance sheet date.  Deferred tax assets are recognised to the extent that they are considered recoverable.  See also note 20.


 

Reductions in the UK corporation tax rate to 18% (effective 1 April 2020) was substantively enacted on 26 October 2015, and an additional reduction to 17% (effective 1 April 2020) was substantively enacted on 6 September 2016. This will reduce the company's future current tax charge accordingly. The deferred tax liability at 31 December 2018 has been calculated based on these rates.

 

9      Earnings per share

 

The calculation of the basic and diluted earnings per share is based on the following data:

 

Earnings for the purposes of earnings per share:

2018

£'000

2017

£'000

 

Profit attributable to equity holders of the parent company:

From continuing operations

From discontinued operations

 

 

(2,170)

23,126

 

 

(256)

2,507


 

 

EEa

Weighted average number of shares for the purposes of earnings per share:

 

 

2018

No.

 

2017

No.

 

Weighted average number of ordinary shares in issue

 

3,574,895

 

3,987,670

Dilutive effect of potential ordinary shares

-

-


 

 

Weighted average number of ordinary shares for diluted EPS

3,574,895

3,987,670


 

 

 

There were no share options (or other dilutive instruments) in issue during the year or the previous year.

 

10    Subsidiaries

 

The subsidiaries of Volvere plc, all of which have been included in these consolidated financial statements, are as follows:

           

 

 

Name

 

Registered address

 

 

Principal

Activity

Proportion of ownership interest in ordinary shares at 31 December 2018

 

Volvere Central Services Limited

Note 1

Group support services

100%

NMT Group Limited

Note 2

Investment

98.6%

Sira Defence & Security Limited

Shire Foods Limited

Note 1

Note 1

Software publishing

Food manufacturing

100%

80%

Impetus Automotive Limited

Impetus Automotive Solutions Limited

Impetus Automotive GmbH

Note 3

Note 1

Note 4

Automotive consulting

Holding company

Automotive consulting

Note 7

100%

Note 7

Impetus Automotive Consulting Services (Beijing) Co., Ltd

Note 5

Automotive consulting

Note 7

Impetus Automotive Pty Limited

Note 6

Automotive consulting

Note 7

New Medical Technology Limited

Zero-Stik Limited

Note 2

Note 2

Dormant

Dormant

98.6%

98.6%

 

 

Note 1 - Registered at Shire House, Tachbrook Road, Leamington Spa, Warwickshire, CV31 3SF, England.

Note 2 - Registered at c/o Wright, Johnston & Mackenzie LLP, 302 St Vincent St, Glasgow, G2 5RZ, Scotland.

Note 3 - Registered at Tournament Court, Edgehill Drive, Warwick, CV34 6LG, England.

Note 4 - Registered at Bismarckstraβe 30, 64668 Rimbach, Germany.

Note 5 - Registered at Office No 1562 NCI Tower, 12a Jianguomenwai Avenue, 100022 Beijing,China.

Note 6 - Registered at 75 Wensleydale Drive, Mornington, Victoria 3931, Australia.

Note 7 - The Group owned 100% of the A ordinary shares and none of the B ordinary shares of Impetus Automotive Limited, which gave an economic interest in the total equity of approximately 83% at 1 January 2018.  Impetus Automotive Limited owns 100% of Impetus Automotive GmbH, Impetus Automotive Consulting Services (Beijing) Co., Ltd and Impetus Automotive Pty Limited. On 4th October 2018, the Group sold the entirety of its shareholding in Impetus Automotive Limited.

 

11    Goodwill and other intangible assets   

       


 

 

Goodwill

£'000

Other intangible assets

£'000

 

 

Total

£'000

Cost

 








At 1 January 2017 and 1 January 2018

380

601

981

Disposals

(380)

(601)

(981)


_________

_________

_________

At 31 December 2018

-

-

-


 

 

 

Amortisation

 




At 1 January 2017                                                                                                   

-

562

562

Charge for 2017

Charge for 2018

Eliminated on disposal in 2018

-

-

-

31

-

(593)

31

-

(593)


 

 

 

At 31 December 2018

-

-

-


 

 

 

Net book value

 

At 31 December 2018

-

-

-


 

 

 

At 31 December 2017

380

8

388


 

 

 

 

Goodwill was that arising on the acquisition of Impetus Automotive Limited in 2015.

 

As required by IAS 38 goodwill is not amortised and is instead tested annually for impairment.  The business unit to which the goodwill attaches was disposed of on 4th October 2018.

 

Other intangible assets comprise a mix of intellectual property rights and software.  The net book value of internally-generated intangible assets was £nil (2017: £8,000).

 

12         Property, plant and equipment

           


Short Leasehold

Property

£'000

 

Freehold
Property

£'000

 

Plant & Machinery

£'000

 

 

Total

£'000

Cost or valuation

 





At 1 January 2017

180

2,430

4,640

7,250

Additions

-

-

263

263

Revaluations

-

120

-

120

Disposals

-

-

(14)

(14)


 

 

 

 

At 31 December 2017 and 1 January 2018

180

2,550

4,889

7,619

 

Additions

 

-

 

-

 

1,253

 

1,253

Revaluation

-

-

-

-

Disposals

(180)

-

(281)

(461)







 

 

 

 

At 31 December 2018

-

2,550

5,861

8,411


 

 

 

 

Accumulated depreciation

 





At 1 January 2017

75

117

1,486

1,678

Disposals

-

-

(7)

(7)

Reversed on revaluation

-

(140)

-

(140)

Charge for the year

12

23

629

664


 

 

 

 

At 31 December 2017 and 1 January 2018

 

Disposals

87

 

(87)

-

 

-

2,108

 

(219)

2,195

 

(306)

Charge for the year

-

38

422

460


 

 

 

 

At 31 December 2018

-

38

2,311

2,349


 

 

 

 

Net book value










At 31 December 2018

-

2,512

3,550

6,062


 

 

 

 

At 31 December 2017

93

2,550

2,781

5,424


 

 

 

 

 

Freehold property was revalued by an independent valuation specialist to £2,550,000 as at 5 December 2017,

resulting in an unrealised revaluation gain of £260,000 which has been recognised in other comprehensive income in the previous year. Under the cost model, the carrying value of freehold property would be £2,290,000. All other property, plant and equipment is carried at cost less accumulated depreciation.

 

The net book value of property, plant and equipment held on finance leases was £1,532,000 (2017: £748,000).

 

Management consider there to be no indicators to suggest that any items of property, plant and equipment are impaired.  Property, plant and equipment (which is all held within subsidiaries) with a net book value of £6.06 million is pledged as collateral for Group borrowings (all of which are within subsidiaries).

 

13    Inventories

 


2018

£'000

 

2017

£'000

 

Raw materials                                

Finished products

603

1,171

472

994


 

 


1,774

1,466


 

 

 

The total amount of inventories consumed in the year and charged to cost of sales was £11.86 million (2017 restated: £10.32 million).

 

14    Financial assets (current)                                                                                            


2018

£'000

 

2017

£'000

Equity funds

-

                6,335


 

 

 

During the previous year the Group invested in equity funds pursuant to its treasury management policies.  The investments are carried at fair value as stated above.  The historic cost of investments held at the balance sheet date was £nil (2017: £6,258,000)

 

15    Trade and other receivables


2018

£'000

2017

£'000




Trade receivables

4,024

9,108

Less: provision for impairment of trade receivables

-

-


 

 

Net trade receivables

4,024

9,108

Other receivables

170

301

Amounts recoverable on contracts

-

395

Prepayments and accrued income

253

300


 

 


4,447

10,104


 

 

 

Certain of the Group's subsidiaries have invoice discounting arrangements for their trade receivables which are pledged as collateral.  Under these arrangements it is considered that the subsidiaries remain exposed to the risks and rewards of ownership, principally in the form of credit risk, and so the assets continue to be recognised.  The associated liabilities arising restrict the subsidiaries' use of the assets. 

 

The carrying amount of the assets and associated liabilities is as follows:


2018

£'000

2017

£'000




Trade receivables

3,952

3,676

Borrowings

(609)

(687)


 

 


3,343

2,989


 

 

 

Because of the normal credit periods offered by the subsidiaries, it is considered that the fair value matches the carrying value for the assets and associated liabilities.

 

The Group is exposed to credit risk with respect to trade receivables due from its customers, primarily in the automotive consulting and food manufacturing segments.  Both segments have a relatively large number of customers, however there is a significant dependency on a small number of large customers who can and do place significant contracts.  Provisions for bad and doubtful debts are made based on management's assessment of the risk taking into account the ageing profile, experience and circumstances.  There were no

significant amounts due from individual customers where the credit risk was considered by the Directors to be significantly higher than the total population.

 

There is no significant currency risk associated with trade receivables as the vast majority are denominated in Sterling.

 

The ageing analysis of trade receivables is disclosed below:


2018

£'000

2017

£'000




Up to 3 months

3,985

8,936

3 to 6 months

39

172

6 to 12 months

-

-

Over 12 months

-

-


 

 


4,024

9,108


 

 

 

16    Cash and cash equivalents


2018

£'000

2017

£'000




Cash at bank and in hand

34,137

   12,119


 

 

 

Included within cash at bank and in hand is an amount of £2,387,000 held in an escrow account.  This is held to satisfy, in the first instance, any warranty or similar claims arising following the sale of Impetus Automotive Limited.  The escrow retention period is 18 months from the date of sale.

 

17    Trade and other payables (current)


2018

£'000

2017

£'000




Trade payables

1,335

1,964

Other tax and social security

111

1,337

Other payables

43

101

Accruals

1,040

1,991

Deferred income

247

630


 

 


2,776

6,023


 

 

 

The fair value of all trade and other payables approximates to book value at 31 December 2018 and at 31 December 2017.

 

18    Financial instruments - risk management

 

The Group's principal financial instruments are:

 

·      Trade receivables

·      Cash at bank

·      Current asset investments

·      Loans and finance leases

·      Trade and other payables

 

 

18    Financial instruments - risk management (continued)

 

The Group is exposed through its operations to the following financial risks:

 

·      Cash flow interest rate risk

·      Foreign currency risk

·      Liquidity risk

·      Credit risk

·      Other market price risk

 

Policy for managing these risks is set by the Board following recommendations from the Chief Financial & Operating Officer.  Certain risks are managed centrally, while others are managed locally following guidelines communicated from the centre.  The policy for each of the above risks is described in more detail below.

 

Interest rate risk

 

Due to the relatively low level of borrowings, the Directors do not have an explicit policy for managing cash flow interest rate risk.  All current and recent borrowing has been on variable terms, with interest rates of between 3% and 4% above base rate, and the Group has cash reserves sufficient to repay all borrowings promptly in the event of a significant increase in market interest rates.  All cash is managed centrally and subsidiary operations are not permitted to arrange borrowing independently.

 

The Group's investments may attract interest at fixed or variable rates, or none at all.  The market price of such investments may be impacted positively or negatively by changes in underlying interest rates.  It is not considered relevant to provide a sensitivity analysis on the effect of changing interest rates since, at the year end, none of the Group's investments were interest bearing.

 

Foreign currency risk     

 

Foreign exchange risk arises when individual Group operations enter into transactions denominated in a currency other than their functional currency (sterling).  The Directors monitor and review their foreign currency exposure on a regular basis. Until the disposal of Impetus Automotive Limited on 4th October 2018, the Directors were of the opinion that the Group's trading exposure was limited to transactions with a small number of customers and suppliers and therefore it was not appropriate to actively hedge that element of its foreign currency exposure. Since 4th October 2018, the number of transactions denominated in a currency other than sterling has reduced and the Directors are of the opinion that the exposure to foreign currency risk is not significant.

 

Liquidity risk

 

The Group maintains significant cash reserves and therefore does not require facilities with financial institutions to provide working capital.  Surplus cash is managed centrally to maximise the returns on deposits. 

 

Credit risk

 

The Group is mainly exposed to credit risk from credit sales.  The Group's policy for managing and exposure to credit risk is disclosed in note 15.

 

Other market price risk

 

The Group has generated a significant amount of cash and this has been held partly as cash deposits and partly invested pursuant to the Group's investing strategy.  Investments were made in 2017, which continued to be held for some of 2018, in equity funds, which reflected the Group's need to access capital.  The presence of these investments exposed the Group to market price risk. The directors believe that the exposure to market price risk from this activity is acceptable in the Group's circumstances, as they seek to balance the competing priorities of risk management and return maximisation.

 

Capital management

 

The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade profitably in the foreseeable future.  The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital.

 

The Group manages its capital with regard to the risks inherent in the business and the sector within which it operates by monitoring its gearing ratio on a regular basis.

 

The Group considers its capital to include share capital, share premium, fair value reserve and retained earnings.  Net debt includes short and long-term borrowings (including lease obligations) and shares classed as financial liabilities, net of cash and cash equivalents.  The Group has not made any changes to its capital management during the year.  The Group is not subject to any externally imposed capital requirements.

 

An analysis of what the Group manages as capital is outlined below:

2018

£'000

2017

£'000



(3,092)

(2,643)

34,137

12,119

 

 

31,045

9,476

 

 

40,417

26,144

 

 

76.8%

36.2%

 

 

 

Reconciliation of movement in net cash


Net cash at 1 January 2018

 

 

Cash flow

Repayment of borrowings

Other non cash items

Net cash

at 31 December 2018


£'000

£'000

£'000

£'000

£'000







Cash at bank and in hand

12,119

22,018

-

-

34,137

 

Borrowings

(2,643)

-

375

(824)

(3,092)

 


 

 

 

 

 

 

Total financial liabilities

9,476

22,018

375

(824)

31,045

 


 

 

 

 

 

 

 

Non-cash items of £824,000 relate to the increase in lease finance arising on the purchase of fixed asset additions.

 

19         Financial assets and liabilities - numerical disclosures

 

Analysis of financial assets by category:

 

31 December 2018

Amortised cost

FVTPL

Total


£'000

£'000

£'000

Financial assets




Trade and other receivables

4,447

-

4,447

Cash and cash equivalents

34,137

-

34,137


 

 

 

Total assets

38,584

-

38,584


 

 

 

Financial liabilities




Non current borrowings

2,483

-

2,483

Current borrowings

609

-

609

Trade and other payables

2,776

-

2,776


 

 

 

Total liabilities

5,868

-

5,868


 

 

 

 

The financial instrument classifications in the prior year in accordance with IAS 39 were as follows:

 


2017

£'000



Non-financial items carried at fair value


Freehold property

2,550



Financial instruments carried at fair value


Available for sale investments

6,335



Assets carried at amortised cost


Loans and receivables

10,105

Cash and cash equivalents

12,119


 

Total financial assets and non-financial assets carried at fair value

31,109


 

 

Liabilities carried at amortised cost


 

Trade and other payables

3,402

Borrowings

2,643


 

Total financial liabilities

6,045


 

 

Fair values

 

Assets held at fair value fall into three categories, depending on the valuation techniques used, as follows:

 

Level 1:   quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2:   inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);

Level 3:   inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Directors consider the carrying values of all financial assets and liabilities to be a reasonable approximation of their fair values. 

 

Available for sale investments fall under Level 1 in the IFRS 7 fair value hierarchy. 

 

All other assets, and all liabilities are carried at amortised cost. 

 

Maturity of financial assets

 

The maturities and denominations of financial assets at the year end, other than cash and cash equivalents, and loans and receivables (note 15 above) are as follows:


2018

£'000

2017

£'000

Sterling



No fixed maturity

-

6,335


 

 

 

Maturity of financial liabilities 

 

The maturity of borrowings (including finance leases) carried at amortised cost is as follows:


2018

£'000

2017

£'000




Less than six months

818

831

Six months to one year

204

144

One to two years

368

283

Two to five years

720

456

More than five years

982

929


 

 


3,092

2,643


 

 

The above borrowings are analysed on the balance sheet as follows:


2018

£'000

2017

£'000




Loans and other borrowings (current)

708

783

Finance leases (current)

314

192

Loans and other borrowings (non-current)

1,254

1,353

Finance leases (non-current)

816

315


 

 


3,092

2,643


 

 

 

Borrowings are secured on certain assets of the Group, and interest was charged at rates of between 2.5% and 3.2% during the year.  Including interest that is expected to be paid, the maturity of borrowings (including finance leases) is as follows:


2018

£'000

2017

£'000




Less than six months

863

870

Six months to one year

244

181

One to two years

435

348

Two to five years

888

586

More than five years

1,110

1,064


 

 


3,540

3,049


 

 

The above borrowings including interest that is expected to be paid are analysed as follows:

 


2018

£'000

2017

£'000




Loans and other borrowings (current)

760

839

Finance leases (current)

347

212

Loans and other borrowings (non-current)

1,516

1,664

Finance leases (non-current)

917

334


 

 


3,540

3,049


 

 

 

The maturity of other financial liabilities, excluding loans and borrowings, carried at amortised cost is as follows:


2018

£'000

2017

£'000

 

Less than six months

1,446

3,733


 

 

 

20    Deferred tax

 

Movements in deferred tax provisions are outlined below:

 


Accelerated tax depreciation

Other

timing differences

 

Re-valuations

 

 

Losses

 

 

Total


£'000

£'000

£'000

£'000

£'000







At 1 January 2018

(386)

7

(135)

-

(514)

Recognised in P&L during the year

67

(7)

-

319

379


 

 

 

 

 

At 31 December 2018

(319)

-

(135)

319

(135)


 

 

 

 

 

 

Previous year movements were as follows:


Accelerated tax depreciation

Other

timing differences

 

 

Revaluations

 

 

Total


£'000

£'000

£'000

£'000






At 1 January 2017

(385)

9

-

(376)

Recognised in P&L during the year

(1)

(2)

-

(3)

Recognised in OCI during the year

-

-

(135)

(135)


 

 

 

 

At 31 December 2017

(386)

7

(135)

(514)


 

 

 

 

 

In addition, there are unrecognised net deferred tax assets as follows:


2018

£'000

2017

£'000




Tax losses carried forward

675

595

Excess of depreciation over capital allowances

5

4

Short term temporary differences

15

11


 

 

Net unrecognised deferred tax asset

695

610


 

 


Deferred tax assets and liabilities have been calculated using the rate of corporation tax expected to apply when the relevant temporary differences reverse.  Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net.

 

The unrecognised elements of the deferred tax assets have not been recognised because there is insufficient evidence that they will be recovered because such losses are within entities that are not expected to yield future profits and cannot be used to offset against profits in other entities.

 

21    Share capital


Authorised


2018

Number

2018

£'000

2017

Number

2017

£'000






Ordinary shares of £0.0000001 each

100,100,000

-

100,100,000

-

A shares of £0.49999995 each

50,000

25

50,000

25

B shares of £0.49999995 each

50,000

25

50,000

25

Deferred shares of £0.00000001 each

4,999,999,500,000

50

4,999,999,500,000

50


 


 




 


 



100


100



 


 

           


Issued and fully paid


2018

Number

2018

£'000

2017

Number

2017

£'000






Ordinary shares of £0.0000001 each

6,207,074

-

6,207,074

-

Deferred shares of £0.00000001 each

4,999,994,534,696

50

4,999,994,534,696

50


 


 




           


           



50


50



 


 

 

Treasury shares

 

During the year the Company acquired 550,254 (2017: 417,595) of its own Ordinary shares for total consideration of £6,094,000 (2017: £3,458,000). This brought the total number of Ordinary shares held in treasury to 3,088,965 with an aggregate nominal value of less than £1. At the year end the total number of Ordinary shares outstanding (excluding treasury shares) was 3,118,109 (2017: 3,668,363).

 

Rights attaching to deferred shares & A and B shares

 

The Deferred shares carry no rights to participate in the profits of the Company and carry no voting rights.  After the distribution of the first £10 billion in assets in the event of a return of capital (other than a purchase by the Company of its own shares), the Deferred shares are entitled to an amount equal to their nominal value.

 

The Company has no A and B shares in issue.  These shares have conversion rights allowing them to convert into Ordinary shares on a pre-determined formula.  All A and B shares previously in issue have been converted into Ordinary shares.

 

22    Reserves

         

All movements on reserves are disclosed in the consolidated statement of changes in equity.

 

The following describes the nature and purpose of each reserve within owners' equity:

 

Reserve

Nature and purpose



Share premium

Amount subscribed for share capital in excess of nominal value



Revaluation reserves

Cumulative net unrealised gains and short-term losses arising on the revaluation of the Group's available for sale investments and freehold property



Retained earnings

Cumulative net gains and losses recognised in the statement of comprehensive income, other than those included in revaluation reserves.

 

23    Operating leases

 

The Group had one lease for a property occupied by a subsidiary, and various leases in respect of plant and machinery. The subsidiary was disposed of during the year. The total future values of minimum lease payments are due as follows:

                                                                                                                              


Land and buildings

2018

£'000

 

Other

2018

£'000

Land and buildings

2017

£'000

 

Other

2017

£'000






Not later than one year

-

-

144

891

Later than one year and not later than five years

-

-

552

114

Later than five years

-

-

363

-


 

 

 

 


-

-

1,059

1,005


 

 

 

 

 

24    Share-based payments

 

The Company has previously operated two share-based payment schemes, an approved EMI equity-settled share-based remuneration scheme for certain employees and an unapproved equity-settled share scheme for certain management.  All options issued have now either lapsed or been exercised, such that there are no options in issue as at 31 December 2018 (2017: nil).  All options in issue were fully vested prior to 1 January 2017, hence there is no share based payment charge in 2018 or 2017, in respect of share options issued by the company.

 

During the 2016 financial year certain employees purchased a newly-issued class of shares in one of the company's subsidiaries.  The rights attaching to this new class of shares vest on a number of criteria over a 2 year period following issue, including that they require employees to continue in employment.  The shares issued have restricted rights, and the company that issued the shares has first option to repurchase them in certain scenarios.

 

This gave rise to a share-based payments charge in the income statement of £nil (2017: £2,000) based on an independent valuation exercise prepared for the company.  Detailed disclosures regarding the share-based payments charge have not been included in the financial statements as the amounts involved are immaterial.

 

25    Related party transactions

 

Details of amounts payable to Directors, and parties related to the directors, are disclosed in note 4.  There were no other transactions with key members of management, and no other transactions with related parties.

 

26    Contingent liabilities

 

The Group had no material contingent liabilities as at the date of these financial statements.

 

27    Non-controlling interests

 

The non-controlling interests of £1,434,000 (2017: £1,958,000 ) relate to the net assets attributable to the shares not held by the Group at 31 December 2018 in the following subsidiaries:

 

 

Name of subsidiary

2018

£'000

2017

£'000




NMT Group Limited

71

72

Impetus Automotive Limited

-

652

Shire Foods Limited

1,376

1,234


 

 


1,447

1,958


 

 

 

Summarised financial information (before intra-group eliminations) in respect of those subsidiaries with material non-controlling interests is presented below.                                                                                                       

       


 

Impetus Automotive Limited

 

Shire Foods Limited


2018

£'000

2017

£'000

 

2018

£'000

2017

£'000

Non-current assets

Current assets

Non-current liabilities

Current liabilities

-

-

-

-

163

8,141

-

(4,586)

6,060

6,252

(2,070)

(2,903)

5,264

5,556

(1,668)

(2,458)

Provisions

-

(79)

(454)

(514)


 

 

 

 

Net assets (equity)

-

3,639

6,885

6,180

 

 

 

 

 

 

 

Attributable to:





Group

-

2,988

5,509

4,946

Non-controlling interests

-

651

1,376

1,234


 

 

 

 


-

3,639

6,885

6,180


 

 

 

 

 

Revenue

-

27,266

18,344

15,869


 

 

 

 

Profit for the year after tax (stated after intra-group management

and interest charges)

 

2,035

 

2,620

 

854

 

410


 

 

 

 

Profit for the year attributable to non-controlling interests

342

447

141

82


 

 

 

 

 

28    Events after the balance sheet date

 

There have been no significant events warranting disclosure in these financial statements.


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