TIDMHRL
RNS Number : 1722V
Hurlingham PLC
06 July 2009
HURLINGHAM PLC
6 July 2009
Annual Report and Financial Statements
Year ended 30 September 2008
Chairman's statement
I am pleased to present the audited Annual Report and financial statements of
the Company for the year ended 30 September 2008. The issue of this report has
been delayed pending finalisation of the matters that I refer to below.
Principal activities
On 31 March 2008, Hurlingham sold its trading subsidiary Bettagrade Limited, its
three Executive Directors resigned from the Board and GBP600,000 of fresh equity
capital was raised at 75p per share.
Subsequent to this, the Board recognised that part of the approval by
shareholders of the first resolution at the General Meeting of the Company held
on 31 March 2008, authorising the Company to acquire 100 'A' Ordinary Shares in
its capital, was invalid. Accordingly, a General Meeting was convened for 2
April 2009 at which resolutions were passed authorising the lawful cancellation
of the Company's 'A' Ordinary Shares and application to the High Court for
confirmation. The High Court sanctioned that cancellation on 24 June 2009 and
this became effective on its registration at Companies House on 2 July 2009.
This had the equivalent effect to the transaction originally approved by
shareholders on 31 March 2008.
The Company's principal asset is now a cash deposit of approximately GBP1.8
million which, other than a small current account balance, is held on interest
bearing accounts with a UK Bank. Shareholders should be aware that prevailing
interest rates at the date of this report are now significantly lower than they
have been historically and this means that interest receivable in the current
year to September 2009 will not cover the Company's annual operating costs,
although the shortfall is unlikely to be too significant. Since April 2008, the
Board has appraised a significant number of proposals for businesses and
operations to be acquired by the Company. Whilst several were of material
interest, none was deemed appropriate given the level of risk and reward in the
prevailing economic and financial conditions.
Many of these proposals were considered prior to cancellation of the Company's
'A' Ordinary Shares referred to in the circular to shareholders dated 6 March
2009 and were therefore subject to clearance of that matter. Since approval of
the relevant resolutions at the General Meeting of the Company held on 2 April
2009 referred to above, the ability of the Company to progress without this
impediment has been significantly improved. As a result, a large number of
potential business acquisitions have been critically examined by the Board since
then, and certain of these remain under consideration. The Board will provide
details to shareholders of any potential acquisition if the Board considers it
would be beneficial for the Company to progress such an acquisition formally.
All work involved on appraisals to date has been conducted by the Board, and
accordingly no external or additional pre-acquisition costs have been incurred
in the progression of the above opportunities.
Results
As explained in the Half-Yearly Financial Report, these financial statements do
not include results for the Group's previous subsidiaries, as the Company sold
its last trading subsidiary on 31 March 2008 and during the second half of that
year disposed of its dormant subsidiary Custom Tours Worldwide Limited. These
results reflect the preparation of the Financial Statements using Adopted IFRS,
further details of which are set out in Note 1 to the financial statements. This
has no effect on the underlying position of the Company, its strategy or cash
flows, but it does affect the way such activities are presented and this is
reflected in these Financial Statements.
The results of the Company for the year ended 30 September 2008 incorporate a
net gain of GBP1,071,000 on sale of shares in its subsidiary Bettagrade Limited
and an excess of general administration and finance expenses over finance
income, of GBP88,000. The cost of acquisition of the Company's 'A' Ordinary
Shares of GBP330,000 is required to be charged in the financial statements as a
movement on reserves, as it is an equity based movement. As a result, the net
profit before taxation of the Company for the year ended 30 September 2008
totalled GBP983,000 and Shareholders' funds at 30 September 2008 totalled
GBP1,795,000. Details of the movement in Shareholders' funds during the year are
set out in Note 17 to the financial statements.
The Company's Nominated Adviser and Broker
On 23 October 2008, the Company's Nominated Adviser and Broker ("Nomad"),
Teathers Limited (previously known as Landsbanki Securities (UK) Limited), was
placed into administration and subsequently ceased trading. On 16 March 2009,
the Company announced the appointment of Arbuthnot Securities Limited as the
Company's Nomad, and they remain so at the date of this report.
Dividend
The Board does not recommend the payment of a dividend for the year ended 30
September 2008.
Strategy
Due to adverse financial conditions in the market, in particular during the
period from 30 September 2008 to 31 March 2009, Hurlingham had not acquired a
new business by 1 April 2009, being twelve months from the date of disposal of
Bettagrade. Under the AIM Rules for Companies, if an Investing Company (often
referred to as a cash shell) such as Hurlingham does not complete an AIM
qualifying acquisition within twelve months of becoming an Investing Company,
trading in its shares will be suspended by the London Stock Exchange. The
suspension can be effective for up to six months. If during that six month
period the Company completes an AIM qualifying acquisition, the Ordinary Shares
may be restored to trading. As a result, and as set out in detail in the
circular to shareholders dated 6 March 2009, the Company's Ordinary Shares were
suspended from trading on AIM, a market operated by the London Stock Exchange,
on 1 April 2009. If after six months an AIM qualifying acquisition has not been
completed, trading in the Ordinary Shares of the Company would then be cancelled
on AIM. The Directors regret any inconvenience to Shareholders caused by the
suspension of trading in the Company's Ordinary Shares on AIM and propose to
seek a resumption of trading in the Ordinary Shares on AIM as soon as
practicable following completion of an appropriate acquisition.
The Directors continue to seek a suitable AIM qualifying business to be acquired
by the Company. Shareholders should be aware that if Hurlingham does not
complete an AIM qualifying acquisition by 2 October 2009, the admission to AIM
of the Company's Ordinary Shares would be cancelled. If the Ordinary Shares are
cancelled from AIM for this reason, it would result in Shareholders being unable
to sell their Ordinary Shares on a market exchange and transactions in Ordinary
Shares would thereafter typically have to be performed by Shareholders on a
matched bargain basis.
Conclusion
The Board is wholly committed to moving the Company forward in order to enhance
Shareholder returns and value, although it is equally focused on only delivering
a business opportunity that is expected to add value to Shareholders' interests.
In this severely adverse financial climate, the Board considers that a higher
degree of caution is required. Accordingly, the Board continues to retain the
Company's assets in cash balances earning market rates of interest. I will
report to you further if firm proposals that the Board considers appropriate
require to be considered at a meeting of Shareholders.
Andrew Blurton
Chairman
3 July 2009
Report of the Directors
for the year ended 30 September 2008
The Directors present their report and the audited financial statements for the
year ended 30 September 2008.
Principal activities and business review
During the first half of the year, the Group's activities involved the operation
of a hotel in Perth. Subsequent upon the sale of the subsidiary that owned the
hotel in April 2008, the Company's operations have involved the retention of its
cash resources on interest bearing deposit.
Financial risk management objectives and policies
During the year ended 30 September 2008, and since then to the date of this
report, the financial risk management performed by the Board has centred on
funding financial risk.
For the first half of the year, the Group's funding financial risk centred on
the interest cost incurred on the Group's overdraft and long term loans, which
at 31 March 2008 prior to the sale of its hotel subsidiary amounted to
approximately GBP671,000. The Board chose to retain these funds at floating
rates during that period as they were due to be repaid from the sale of the
Group's hotel business. This risk was removed when the sale of Bettagrade
Limited referred to in the circular to shareholders dated 14 March 2008 was
completed on 31 March 2008 in accordance with its terms. Since completion of the
sale, the Company's funding risk has centred on maximising the interest
receivable on the Company's bank deposits, subject to acceptable levels of risk.
Dividends
The Directors do not recommend the payment of a dividend for the year.
Directors
The Directors of the Company who served during the year and to the date of this
report were as follows:
+-------------------+-----------------------------------------------------------+
| A. F. Blurton | (Chairman from 14 March 2008) |
+-------------------+-----------------------------------------------------------+
| D. J. St. C. Low | |
+-------------------+-----------------------------------------------------------+
| C. E. J. | (Chairman to 14 March 2008; resigned 7 April 2008) |
| Llewellyn | |
+-------------------+-----------------------------------------------------------+
| C. Pettingell | (Resigned 7 April 2008) |
+-------------------+-----------------------------------------------------------+
| M. V. Taylor | (Resigned 7 April 2008) |
+-------------------+-----------------------------------------------------------+
The Articles of Association of the Company require that one third of all
Directors retire at each Annual General Meeting, but that no more than one third
should retire in this manner. It is also a Companies Act requirement that as
Hurlingham is a public company, it must have a minimum of two Directors. As the
Company now only has two Directors, the retirement and potential re-election of
one Director would not be in accordance with the Articles of Association. This
could also potentially place the Company in contravention of the Companies Act,
if a re-election was not approved. In these circumstances, A.F. Blurton and D.J.
St. C. Low are remaining as Directors and neither will therefore retire by
rotation or need to offer themselves for re-election at the 2009 Annual General
Meeting.
Key performance indicators, performance and future developments
As explained in the Chairman's Statement, since April 2008, the Board has
appraised a large number of alternative proposals for businesses and operations
that could be acquired by the Company. Whilst several were of material interest,
none were deemed to be appropriate candidates given the level of risk and reward
associated with these businesses and taking account of prevailing stock market
conditions.
The Board is wholly committed to moving the Company forward in order to enhance
Shareholder value and returns, although it is equally focused on only delivering
a business opportunity that is expected to add value to Shareholders' interests.
Results
The financial results included in these Financial Statements cover those of
Hurlingham Plc itself for the year ended 30 September 2008. These do not include
results for the Group's previous subsidiaries, as the Company sold its last
trading subsidiary on 31 March 2008 and during the second half of the year
disposed of its dormant subsidiary Custom Tours Worldwide Limited. Accordingly
the Company is now the sole operating entity. The effect of this is that the
results shown in the Income Statement reflect the profits and losses made by the
Company by reference to the historical cost of its assets.
For the year ended 30 September 2008, the Company made a profit before taxation
of GBP983,000 (2007: loss of GBP44,000), equating to earnings per share of 36.3p
(2007: 1.1p). The cost of acquisition of the Company's 'A' Ordinary Shares of
GBP330,000 is required to be charged against reserves, as it is an equity based
movement. Thereafter, net assets of the Company at 30 September 2008 totalled
GBP1,795,000.
Share capital
As part of the proposals set out in the Circulars to Shareholders dated 14 March
2008 and 6 April 2009, the Company's 100 'A' Ordinary Shares at the Company's
previous year end, were exchanged for Hurlingham's holding of 330,000 5%
preference shares in its then subsidiary Bettagrade Limited. This was approved
by the High Court on 24 June 2009 which became effective on its registration at
Companies House on 2 July 2009, enabling the Company lawfully to cancel all its
'A' Ordinary Shares. As a result, the issued share capital of the Company now
consists solely of Ordinary shares.
Significant and substantial interests
In addition to the interests of Directors referred to in the Report on
Remuneration of Directors, the following significant and substantial
shareholdings in the issued ordinary share capital of the Company had been
notified to the Company at 3 July 2009:
+-------------------------------+---------------------------------+------------------+
| | Number of | Percentage |
| | Ordinary shares | |
+-------------------------------+---------------------------------+------------------+
| | | |
+-------------------------------+---------------------------------+------------------+
| Caledonian Heritable Limited | 345,000 | 11.9 |
+-------------------------------+---------------------------------+------------------+
| S.V.M. UK Emerging Fund plc | 220,000 | 7.6 |
+-------------------------------+---------------------------------+------------------+
| A. D. Moffat | 176,619 | 6.1 |
+-------------------------------+---------------------------------+------------------+
| K. C. Investments Limited | 170,239 | 5.8 |
+-------------------------------+---------------------------------+------------------+
| T.D.M. Melville and | 150,948 | 5.2 |
| associates | | |
+-------------------------------+---------------------------------+------------------+
| UBS AG | 125,000 | 4.3 |
+-------------------------------+---------------------------------+------------------+
| Maurice Taylor | 118,206 | 4.1 |
+-------------------------------+---------------------------------+------------------+
| The Estate of Charles | 108,231 | 3.7 |
| Llewellyn | | |
+-------------------------------+---------------------------------+------------------+
| | 1,414,243 | 48.7 |
+-------------------------------+---------------------------------+------------------+
Directors' indemnities and Directors' and Officers' liability insurance
In accordance with the Company's Articles of Association, the Directors are
granted an indemnity from the Company to the extent permitted by law in respect
of liabilities incurred as a result of their office as Directors. Liability
insurance cover has also been maintained during the year by the Group in respect
of Directors and Senior Executives of the Group.
Supplier payment policy
The Group aims to agree payment terms for its business transactions when goods
and services are ordered. Subject to satisfactory performance by the supplier,
arrangements are generally adhered to when making payments. At the year end, the
Company had no trade payables.
Statement of disclosure of information to auditors
The Directors of the Company who held office at the date of approval of this
Report confirm that so far as each are aware, there is no relevant audit
information of which the Company's auditors are unaware, and each Director has
taken the steps they ought to have taken as a Director to make himself aware of
any relevant audit information and to establish that the Company's auditors were
aware of that information.
Auditors
In accordance with Section 485 of the Companies Act 2006 a resolution
re-appointing FW Stephens as Auditors of the Company for the ensuing year will
be proposed at the 2009 Annual General Meeting.
By order of the Board
F B Taunton
Company Secretary
3 July 2009
Registered Office:
1 West Garden Place
Kendal Street
London W2 2AQ
Report on Remuneration of Directors
for the year ended 30 September 2008
Where practical, bearing in mind its small size, the Company endeavours to
adhere to the principles of good governance set out in Section 1 of the Combined
Code. As there are only two Directors in the Company, there is no separate
Remuneration Committee of the Board.
Letters of engagement of Directors
The Letters of Engagement of the Directors are dated 4 June 2004 in respect of
A.F. Blurton and 30 December 2005 in respect of D.J. St. C. Low. The annual fees
payable to each Director were increased from GBP7,500 to GBP12,000 per annum
with effect from April 2009 but no pension or other benefits are payable to
either Director. Bonuses can be paid to the Directors at the discretion of the
Board. The contracts may be terminated on not more than one year's notice.
Equity interests of Directors in the Company
The beneficial interests of the Directors and of their families in the issued
Ordinary shares of the Company at 30 September 2008 and at 1 October 2007, are
as follows:-
+-------------------------------------+------------------------+---------------------+
| | 30 September 2008 | 1 October 2007 |
+-------------------------------------+------------------------+---------------------+
| | Number of | Number of |
| | Ordinary shares | Ordinary shares |
+-------------------------------------+------------------------+---------------------+
| | | |
+-------------------------------------+------------------------+---------------------+
| A. F. Blurton | 160,000 | 35,000 |
+-------------------------------------+------------------------+---------------------+
| D. J. St. C. Low | 201,000 | 126,000 |
+-------------------------------------+------------------------+---------------------+
| | 361,000 | 161,000 |
+-------------------------------------+------------------------+---------------------+
| Percentage of issued share capital | 12.3% | 7.6% |
+-------------------------------------+------------------------+---------------------+
An option was granted to A.F. Blurton on 28 April 2005 to subscribe for 74,560
Ordinary Shares at 95p per share, which is exercisable until 28 April 2015. This
option continues to be held at the date of approval of this report. There have
been no changes in the interests of the Directors between 30 September 2008 and
the date of this report.
Approval
The proposed adoption of this Report on Remuneration of Directors is included as
resolution 2 in the Notice for the 2009 Annual General Meeting on page 33.
A.F. Blurton
Chairman
3 July 2009
Statement of Directors' responsibilities in respect of the Annual Report and
Financial Statements
The Directors are responsible for preparing the annual report, the Report of the
Directors and the Company financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare Company financial statements for
each financial year. As required by the AIM Rules of the London Stock Exchange,
they are required to prepare Company financial statements in accordance with
International Financial Reporting Standards ("IFRSs") as adopted by the EU and
applicable law.
The Company financial statements are required by law and IFRSs as adopted by the
EU to present fairly the financial position and performance of the Company; the
Companies Act 1985 provides in relation to such financial statements that
references in the relevant part of that Act to financial statements giving a
true and fair view are references to their achieving a fair presentation.
In preparing the financial statements, the Directors are required to:-
* select suitable accounting policies and then apply them consistently;
* make judgements and estimates that are reasonable and prudent;
* state whether they have been prepared in accordance with IFRSs as adopted by the
EU or whether UK Generally Accepted Accounting Practice has been followed,
subject to any material departures disclosed and explained in the financial
statements; and
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that its financial statements comply with the
Companies Act 1985. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Report of the Directors and a Report on Remuneration of Directors
that comply with the law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate
and financial information included on the Company's website. Legislation in the
UK governing the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
We, the Directors of Hurlingham Plc, confirm that to the best of our
knowledge:-
A) the financial statements of the Company have been prepared in
accordance with IFRSs as adopted by the EU, in accordance with applicable United
Kingdom law and give a true and fair view of the assets, liabilities, financial
position and profit of the Company; and
B) the Report of the Directors includes a fair review of the development
and performance of the business and the position of the Company, together with a
description of the principal uncertainties that face the Company.
By order of the Board
Andrew Blurton
David Low
Chairman
Director
3 July 2009
Independent Auditors' Report to the members of Hurlingham Plc
We have audited the Company financial statements of Hurlingham Plc for the year
ended 30 September 2008 (the "financial statements") which comprise the Income
Statement, the Balance Sheet, the Cash Flow Statement and related notes. These
financial statements have been prepared under the accounting policies set out
herein.
This report is made solely to the Company's members, as a body, in accordance
with section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the Company's members those matters we are required to
state to them in an auditor's report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company's members as a body, for our audit work,
for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
The Directors' responsibilities for preparing the Annual Report and the
financial statements in accordance with applicable law and International
Financial Reporting Standards ("IFRSs") as adopted by the EU, are set out in the
Statement of Directors' Responsibilities on page 12.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true
and fair view and whether the financial statements have been properly prepared
in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation.
We also report to you whether in our opinion the information given in the Report
of the Directors is consistent with the financial statements.
In addition we report to you if, in our opinion, the Company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding
Directors' remuneration and other transactions is not disclosed.
We read the other information contained in the Annual Report and Financial
Statements and consider whether it is consistent with the audited financial
statements. We consider the implications for our report if we become aware of
any apparent misstatements or material inconsistencies with the financial
statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with the International Standards on
Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit
includes examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgements made by the Directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the Financial Statements.
Opinion
In our opinion:
· The financial statements give a true and fair view, in accordance with IFRSs
as adopted by the EU, of the state of the Companys affairs as at 30 September
2008 and of its profit for the year then ended;
· The financial statements have been properly prepared in accordance with the
Companies Act 1985 and Article 4 of the IAS Regulation; and
· The information given in the Report of the Directors and the Chairmans
Statement is consistent with the Financial Statements.
+-----------------------------------------+-----------------------------------------+
| FW Stephens | Third Floor |
+-----------------------------------------+-----------------------------------------+
| Chartered Accountants | 24 Chiswell Street |
+-----------------------------------------+-----------------------------------------+
| Registered Auditor | London EC1Y 4YX |
+-----------------------------------------+-----------------------------------------+
| | |
+-----------------------------------------+-----------------------------------------+
| 3 July 2009 | |
+-----------------------------------------+-----------------------------------------+
INCOME STATEMENT
for the year ended 30 September 2008
+---------------------------------------------+-------+---------------+--------------+
| | Notes | Year | Year |
| | | ended | ended |
| | | 30 September | 30 September |
| | | 2008 | 2007 |
+---------------------------------------------+-------+---------------+--------------+
| | | GBP'000 | GBP'000 |
+---------------------------------------------+-------+---------------+--------------+
| Revenue | | | |
+---------------------------------------------+-------+---------------+--------------+
| Discontinued operations | | - | 6 |
+---------------------------------------------+-------+---------------+--------------+
| Gross Profit | | - | 6 |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Administrative expenses | | (117) | (161) |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Loss from operating activities | | | |
+---------------------------------------------+-------+---------------+--------------+
| Continuing operations | | (117) | (161) |
+---------------------------------------------+-------+---------------+--------------+
| Discontinued operations | | - | 6 |
+---------------------------------------------+-------+---------------+--------------+
| | | (117) | (155) |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Net gain on sale of property, plant and | | - | 37 |
| equipment | | | |
+---------------------------------------------+-------+---------------+--------------+
| Net gain on sale of shares in subsidiary | 2 | 1,071 | - |
| undertaking | | | |
+---------------------------------------------+-------+---------------+--------------+
| Restructuring costs on closure of travel | | - | 95 |
| division | | | |
+---------------------------------------------+-------+---------------+--------------+
| Profit/(loss) before interest | | 954 | (23) |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Finance income | 3 | 56 | 20 |
+---------------------------------------------+-------+---------------+--------------+
| Finance expenses | 3 | (27) | (41) |
+---------------------------------------------+-------+---------------+--------------+
| Profit/(loss) before taxation | 4 | 983 | (44) |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Taxation | 7 | (77) | 67 |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Profit for the year | 16 | 906 | 23 |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Earnings per Ordinary Share | | | |
+---------------------------------------------+-------+---------------+--------------+
| (basic and diluted) | 9 | 36.3p | 1.1p |
+---------------------------------------------+-------+---------------+--------------+
BALANCE SHEET
at 30 September 2008
+---------------------------------------------+-------+---------------+--------------+
| | Notes | 30 September | 30 September |
| | | 2008 | 2007 |
+---------------------------------------------+-------+---------------+--------------+
| | | GBP'000 | GBP'000 |
+---------------------------------------------+-------+---------------+--------------+
| Non-current assets | | | |
+---------------------------------------------+-------+---------------+--------------+
| Investments | 10 | - | 1,234 |
+---------------------------------------------+-------+---------------+--------------+
| Deferred tax asset | 7 | - | 67 |
+---------------------------------------------+-------+---------------+--------------+
| | | - | 1,301 |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Current assets | | | |
+---------------------------------------------+-------+---------------+--------------+
| Trade and other receivables | 11 | 75 | 13 |
+---------------------------------------------+-------+---------------+--------------+
| Cash and cash equivalents | 12 | 1,860 | - |
+---------------------------------------------+-------+---------------+--------------+
| | | 1,935 | 13 |
+---------------------------------------------+-------+---------------+--------------+
| Total assets | | 1,935 | 1,314 |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Current liabilities | | | |
+---------------------------------------------+-------+---------------+--------------+
| Bank overdraft | | - | (542) |
+---------------------------------------------+-------+---------------+--------------+
| Trade and other payables | 13 | (130) | (122) |
+---------------------------------------------+-------+---------------+--------------+
| Tax payable | | (10) | - |
+---------------------------------------------+-------+---------------+--------------+
| | | (140) | (664) |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Total liabilities | | (140) | (664) |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Net assets | | 1,795 | 650 |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| | | | |
+---------------------------------------------+-------+---------------+--------------+
| Equity | | | |
+---------------------------------------------+-------+---------------+--------------+
| Share capital | 15 | 2,179 | 1,579 |
+---------------------------------------------+-------+---------------+--------------+
| Share premium account | 16 | 331 | 362 |
+---------------------------------------------+-------+---------------+--------------+
| Retained earnings | 16 | (715) | (1,291) |
+---------------------------------------------+-------+---------------+--------------+
| Total equity attributable to Shareholders | | | |
+---------------------------------------------+-------+---------------+--------------+
| of the Company | 17 | 1,795 | 650 |
+---------------------------------------------+-------+---------------+--------------+
Andrew BlurtonDavid Low
Chairman Director
CASH FLOW STATEMENT
For the year ended 30 September 2008
+------------------------------------------------+------------------+--------------+
| | Year | Year |
| | ended | ended |
| | 30 September | 30 September |
| | 2008 | 2007 |
+------------------------------------------------+------------------+--------------+
| | GBP'000 | GBP'000 |
+------------------------------------------------+------------------+--------------+
| Profit for the year | 906 | 23 |
+------------------------------------------------+------------------+--------------+
| Adjustments | | |
+------------------------------------------------+------------------+--------------+
| Taxation | 77 | (67) |
+------------------------------------------------+------------------+--------------+
| Finance income | (56) | (20) |
+------------------------------------------------+------------------+--------------+
| Finance expenses | 27 | 41 |
+------------------------------------------------+------------------+--------------+
| Net gain on sale of property, plant and | - | (37) |
| equipment | | |
+------------------------------------------------+------------------+--------------+
| Net gain on sale of shares in subsidiary | (1,071) | - |
| undertaking | | |
+------------------------------------------------+------------------+--------------+
| Restructuring costs | - | (95) |
+------------------------------------------------+------------------+--------------+
| Depreciation of property, plant and equipment | - | 1 |
+------------------------------------------------+------------------+--------------+
| Cash flows from operations before changes in | | |
+------------------------------------------------+------------------+--------------+
| working capital | (117) | (154) |
+------------------------------------------------+------------------+--------------+
| Change in trade and other receivables | 5 | 2 |
+------------------------------------------------+------------------+--------------+
| Change in trade and other payables excluding | | |
| those | | |
+------------------------------------------------+------------------+--------------+
| relating to sale of subsidiary undertaking | (2) | 7 |
| reflected above | | |
+------------------------------------------------+------------------+--------------+
| Change in amounts owed to subsidiaries (since | (97) | 160 |
| sold) | | |
+------------------------------------------------+------------------+--------------+
| Cash generated from operations | (211) | 15 |
+------------------------------------------------+------------------+--------------+
| Interest paid | (33) | (35) |
+------------------------------------------------+------------------+--------------+
| Net cash used in operating activities | (244) | (20) |
+------------------------------------------------+------------------+--------------+
| Cash flows from investing activities | | |
+------------------------------------------------+------------------+--------------+
| Interest received | 44 | 20 |
+------------------------------------------------+------------------+--------------+
| Proceeds from sale of property, plant and | - | 99 |
| equipment | | |
+------------------------------------------------+------------------+--------------+
| Cash received from sale of subsidiary | | |
| undertaking, | | |
+------------------------------------------------+------------------+--------------+
| net of disposal cash | 2,020 | (1,127) |
+------------------------------------------------+------------------+--------------+
| Net cash from investing activities | 2,064 | (1,008) |
+------------------------------------------------+------------------+--------------+
| Cash flows from financing activities | | |
+------------------------------------------------+------------------+--------------+
| Net proceeds from issue of share capital | 582 | - |
+------------------------------------------------+------------------+--------------+
| Net cash from financing activities | 582 | - |
+------------------------------------------------+------------------+--------------+
| | | |
+------------------------------------------------+------------------+--------------+
| Net increase/(decrease) in cash and cash | 2,402 | (1,028) |
| equivalents | | |
+------------------------------------------------+------------------+--------------+
| | | |
+------------------------------------------------+------------------+--------------+
| Opening cash and cash equivalents | (542) | 486 |
+------------------------------------------------+------------------+--------------+
| Closing cash and cash equivalents (note 12) | 1,860 | (542) |
+------------------------------------------------+------------------+--------------+
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
Adoption of IFRS
Hurlingham Plc is a Company incorporated in the United Kingdom. The financial
statements for the year ended 30 September 2007 have been restated in accordance
with International Financial Reporting Standards as adopted by the EU ("Adopted
IFRS"). In accordance with IFRS 1 - "First Time Adoption of International
Financial Reporting Standards", the Company has taken advantage of the exemption
relating to Share Options at 1 October 2006, the date of its transition to IFRS.
The Financial Statements for the year ended 30 September 2008 have been prepared
on the historical cost basis in accordance with Adopted IFRS.
The use of Adopted IFRS for the preparation of these Financial Statements has no
affect on the underlying position of the Company, its strategy or cash flows.
However Adopted IFRS does affect the way such activities are presented and this
is reflected in these Financial Statements. Due to the composition of the
Company's assets and liabilities, there has been no requirement to restate the
numbers included in the financial results or net assets of the Company from
those disclosed in the financial statements for the year ended 30 September
2007.
Basis of preparation
On 31 March 2008, Hurlingham Plc completed the sale of its only trading
subsidiary, Bettagrade Limited, in the manner set out in the circular to
Shareholders of the Company dated 14 March 2008. As a result, Shareholders'
interests are represented by the Company's own financial performance and the
financial information contained in these Financial Statements cover the results
of the Company only for the year ended 30 September 2008, together with the
balance sheet of the Company at that date. Further analysis concerning the
disposal of the Group's subsidiary and the fund raising that was completed on 7
April 2008 is set out in note 17 to the financial statements.
The accounting policies set out below have, unless otherwise stated, been
applied consistently to all periods presented in this Report. The accounting
policies set out below include the policies the Company has adopted in prior
periods and to the extent that they are only relevant to consolidated financial
statements, are the policies that the Company will adopt if it acquires
subsidiary companies in the future.
These financial statements are presented in UK Sterling, which is the Company's
functional currency. All financial information has been rounded to the nearest
thousand pounds.
Acquisition of subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group
has the power, directly or indirectly, to govern the financial and operating
policies of an entity so as to obtain benefits from its activities. In assessing
control, potential voting rights that are currently exercisable or convertible
are taken into account.
Where necessary, accounting policies of subsidiaries are changed on acquisition
to align them with the policies adopted by the Company. Intra-group balances and
transactions and any unrealised income and expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements.
Financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash
and cash equivalents, loans and borrowings and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value.
Subsequent to initial recognition, non-derivative financial instruments are
measured at amortised cost using the effective interest method, less any
impairment losses.
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Company's cash management are included as a component of cash and cash
equivalents for the purpose only of the statement of cash flows.
Interest bearing bank loans and overdrafts are initially recorded at fair value.
The net amount of any premium or discount over the nominal value, less issue
costs, is amortised over the life of the instrument via the effective interest
method over its life and charged or credited to interest payable in the Income
Statement.
Ordinary share capital is classified as equity. Incremental costs directly
attributable to the issue of Ordinary shares and share options are recognised as
a deduction from equity, net of any tax effects.
Revenue recognition
Revenue is measured at the fair value of consideration received or receivable.
Interest income is accrued on a time basis by reference to the principle
outstanding and at the effective interest rate applicable.
Segment reporting
Where different businesses are in operation, segmental information is presented.
The primary format is based on the Company's management and internal reporting
structure. Segment results, assets and liabilities include items directly
attributable to a segment as well as those that can be allocated on a reasonable
basis. Inter-segment pricing is determined on an arm's length basis. Unallocated
items comprise mainly central loans and borrowings, related expenses and
corporate assets.
Due to the sale of the Company's previous subsidiaries during the year ended 30
September 2008, no segmental reporting has been required in respect of the
results set out in these Financial Statements.
Dividends
Dividends that have been approved by shareholders at previous Annual General
Meetings are included within liabilities. Dividends proposed at the balance
sheet date that are subject to approval by shareholders at the annual general
meeting are not included as a liability in the current period's financial
statements.
Finance income and expense
Finance income comprises interest received or receivable on funds invested.
Interest income is recognised in the Income Statement as it accrues, using the
effective interest method. Dividend income is recognised in the Income Statement
on the date the Company's entity's right to receive the income is established.
Finance expenses comprise interest paid or payable and finance charges on
finance leases that are recognised in the Income Statement. Interest incurred on
loans specific to properties in the course of development is capitalised during
the development phase but ceases to be capitalised once the development is
completed and ready for occupation. Where such interest is allowable in
computing the taxation liabilities of the Company, this is used to reduce the
tax charge in the Income Statement.
Use of estimates and judgements
The preparation of financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates. Estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised and in any future periods
affected.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax
is recognised in the Income Statement except to the extent that it relates to
items recognised directly in equity, in which case it is recognised directly in
equity.
Current tax is based on taxable profit for the period and any adjustment to tax
payable in respect of previous periods. Taxable profit differs from net profit
as reported in the Income Statement because it excludes items of income and
expense that are taxable in other years and it further excludes items that are
never taxable or deductible. The Company's liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the balance sheet date.
Deferred tax is the tax that is expected to be payable or recoverable on
differences between the carrying amount 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. The carrying amount of deferred tax
assets is reviewed at each balance sheet 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.
2.NET GAIN ON SALE OF SHARES IN SUBSIDIARY UNDERTAKING
The net gain on sale of shares in subsidiary undertaking arose as follows:-
+---------------------------------------------------+---------------+---------------+
| | Year | Year |
| | ended | ended |
| | 30 September | 30 September |
| | 2008 | 2007 |
| | GBP'000 | GBP'000 |
+---------------------------------------------------+---------------+---------------+
| Net gain realised by the Company on disposal of | | |
| subsidiary | | |
+---------------------------------------------------+---------------+---------------+
| undertaking owning the Group's Perth hotel. | | |
| Details of this | | |
+---------------------------------------------------+---------------+---------------+
| disposal and the financial effect thereof were | | |
| included in | | |
+---------------------------------------------------+---------------+---------------+
| the circulars to Shareholders dated 14 March | | |
| 2008 and | | |
+---------------------------------------------------+---------------+---------------+
| 6 March 2009 and are summarised below | 1,071 | - |
+---------------------------------------------------+---------------+---------------+
On 14 March 2008, the Company issued a circular to Shareholders with information
to enable them to consider a proposed restructuring of the Company. This
involved the Company selling its only trading subsidiary Bettagrade Limited at
its net book value, which reflected the GBP4.5m value of the Perth hotel that
was included in the financial statements of the Company for the year ended 30
September 2007. The sale included bank indebtedness in Bettagrade Limited
amounting to approximately GBP1,730,000 and other liabilities of Bettagrade
Limited of approximately GBP144,000, being extinguished from the Company's point
of view as part of the net disposal proceeds. The costs of disposal, the costs
of the two circulars to Shareholders and the related Court and legal costs, have
been charged in calculating the net gain of GBP1,071,000 arising on the sale.
The resolutions relating to the restructuring were passed at General Meetings of
the Company held on 31 March 2008 and 7 April 2008 and the sale of Bettagrade
Limited was completed as planned. As part of the approval by Shareholders of the
first resolution at the general meeting of the Company held on 31 March 2008,
the Company was authorised by Shareholders to acquire 100 'A' Ordinary Shares in
its capital in exchange for 330,000 5% Preference Shares of GBP1 in the capital
of Bettagrade Limited. During the period covered by these financial statements,
the Board recognised that part of the approval by shareholders of the first
resolution at the General Meeting of the Company held on 31 March 2008,
authorising the Company to acquire 100 'A' Ordinary Shares in its capital, was
invalid. Accordingly, a General Meeting was convened for 2 April 2009 at which
resolutions were passed authorising the lawful cancellation of the Company's 'A'
Ordinary Shares and application to the High Court for confirmation. The High
Court sanctioned that cancellation on 24 June 2009 which became effective on its
registration at Companies House on 2 July 2009. This had the equivalent effect
to the transaction originally approved by shareholders on 31 March 2008.
The balance of proceeds for the sale of Bettagrade Limited amounted to
GBP1,339,000 and was received in cash. An associated part of the restructuring
announced at the time of the sale in March 2008, involved the Company raising
GBP600,000 gross on 7 April 2008 from the subscription in cash by certain
existing and new shareholders for 800,000 new Ordinary Shares at 75p per share.
The profit arising on sale of Bettagrade Limited has been based on the agreed
completion accounts prepared in accordance with the Share Purchase Agreement for
the sale of Bettagrade Limited referred to in the Circular to Shareholders dated
14 March 2008.
3.NET INTEREST PAYABLE AND SIMILAR CHARGES
+------------------------------------------------------------+------------+-----------+
| | 2008 | 2007 |
+------------------------------------------------------------+------------+-----------+
| | GBP'000 | GBP'000 |
+------------------------------------------------------------+------------+-----------+
| Finance income | | |
+------------------------------------------------------------+------------+-----------+
| Interest receivable and similar income: | | |
+------------------------------------------------------------+------------+-----------+
| Bank deposits | 56 | 20 |
+------------------------------------------------------------+------------+-----------+
| | | |
+------------------------------------------------------------+------------+-----------+
| Finance expenses | | |
+------------------------------------------------------------+------------+-----------+
| Interest payable and similar charges: | | |
+------------------------------------------------------------+------------+-----------+
| Bank loans | (27) | (41) |
+------------------------------------------------------------+------------+-----------+
4.PROFIT/(LOSS) BEFORE TAXATION
+------------------------------------------------------------+------------+-----------+
| | 2008 | 2007 |
+------------------------------------------------------------+------------+-----------+
| | GBP'000 | GBP'000 |
+------------------------------------------------------------+------------+-----------+
| The loss on Ordinary activities before taxation is | | |
| stated after charging: | | |
+------------------------------------------------------------+------------+-----------+
| | | |
+------------------------------------------------------------+------------+-----------+
| Fees payable to the Company's auditors for the audit of | | |
| the Company's | | |
+------------------------------------------------------------+------------+-----------+
| annual financial statements. No other fees were payable to | | |
| the auditors | | |
+------------------------------------------------------------+------------+-----------+
| by the Company during the year | 9 | 15 |
+------------------------------------------------------------+------------+-----------+
5.EMOLUMENTS OF DIRECTORS OF THE COMPANY
+--------------------------------------------------------+---------------+-----------+
| | 2008 | 2007 |
+--------------------------------------------------------+---------------+-----------+
| | GBP'000 | GBP'000 |
+--------------------------------------------------------+---------------+-----------+
| Aggregate emoluments including benefits in kind | | |
| payable | | |
+--------------------------------------------------------+---------------+-----------+
| to existing Directors and to those who retired on 7 | 65 | 52 |
| April 2008 | | |
+--------------------------------------------------------+---------------+-----------+
The emoluments of one Director totalling GBP26,000 are paid to a company
controlled by that Director for the provision of his services.
In accordance with resolutions approved by Shareholders on 31 March 2008,
accrual for payments to the Bettagrade money purchase pension scheme were made
by Bettagrade Limited in its completion accounts, in respect of three previous
directors of that company. These amounted to GBP60,000 for each of Charles
Llewellyn and Charles Pettingell and GBP45,000 in respect of Maurice Taylor. In
addition, accrual for compensation for loss of office was included in the
completion accounts of Bettagrade, amounting to GBP30,000 for each of these
three previous directors, payable upon their resignation from the board of that
company. These amounts are included in note 17 to the Financial Statements. No
such payments are made to either of the current Directors of the Company.
6.EMPLOYEES
+-----------------------------------------------------------+-------------+-----------+
| | 2008 | 2007 |
+-----------------------------------------------------------+-------------+-----------+
| | Number | Number |
+-----------------------------------------------------------+-------------+-----------+
| The average number of persons, including Directors and | | |
| part time | | |
+-----------------------------------------------------------+-------------+-----------+
| employees, employed by the Company was as follows:- | | |
+-----------------------------------------------------------+-------------+-----------+
| | | |
+-----------------------------------------------------------+-------------+-----------+
| Administration and management | 3 | 5 |
+-----------------------------------------------------------+-------------+-----------+
| | | |
+-----------------------------------------------------------+-------------+-----------+
| | 2008 | 2007 |
+-----------------------------------------------------------+-------------+-----------+
| | GBP'000 | GBP'000 |
+-----------------------------------------------------------+-------------+-----------+
| Employee costs including Directors (inclusive of payments | | |
| made | | |
+-----------------------------------------------------------+-------------+-----------+
| to a company controlled by a Director for the provision | | |
| of his | | |
+-----------------------------------------------------------+-------------+-----------+
| services) | | |
+-----------------------------------------------------------+-------------+-----------+
| | | |
+-----------------------------------------------------------+-------------+-----------+
| Salaries and wages | 68 | 46 |
+-----------------------------------------------------------+-------------+-----------+
| Social Security costs | 2 | 2 |
+-----------------------------------------------------------+-------------+-----------+
| | 70 | 48 |
+-----------------------------------------------------------+-------------+-----------+
7.TAXATION
+----------------------------------------------------------+-------------+-----------+
| | 2008 | 2007 |
| | GBP'000 | GBP'000 |
+----------------------------------------------------------+-------------+-----------+
| Current tax | | |
+----------------------------------------------------------+-------------+-----------+
| UK Corporation Tax | (10) | - |
+----------------------------------------------------------+-------------+-----------+
| | | |
+----------------------------------------------------------+-------------+-----------+
| Deferred tax asset | | |
+----------------------------------------------------------+-------------+-----------+
| Management expenses and tax losses carried | | |
+----------------------------------------------------------+-------------+-----------+
| forward/(utilised) in the year | (67) | 67 |
+----------------------------------------------------------+-------------+-----------+
| Taxation (charge)/credit in Income Statement | (77) | 67 |
+----------------------------------------------------------+-------------+-----------+
The taxation has been reduced from the amount that would arise from applying the
prevailing corporation tax rate to the profit/(loss) before taxation in the
Income Statement, as follows:-
+----------------------------------------------------+---------------+--------------+
| | Year ended | Year ended |
| | 30 September | 30 September |
| | 2008 | 2007 |
| | GBP'000 | GBP'000 |
+----------------------------------------------------+---------------+--------------+
| UK corporation tax (charge)/credit at 20.5% (2007: | | |
| 19.5%) | | |
+----------------------------------------------------+---------------+--------------+
| on the profit/(loss) before taxation in Income | (133) | 9 |
| Statement | | |
+----------------------------------------------------+---------------+--------------+
| Expenditure permanently disallowed for taxation | | |
| purposes | | |
+----------------------------------------------------+---------------+--------------+
| and unrelieved tax losses | (11) | 12 |
+----------------------------------------------------+---------------+--------------+
| Difference between taxation on chargeable gains on | | |
| disposals | | |
+----------------------------------------------------+---------------+--------------+
| of investments and accounting profits on such | 64 | 3 |
| disposals | | |
+----------------------------------------------------+---------------+--------------+
| Tax losses brought forward from earlier periods | | |
| utilised in | | |
+----------------------------------------------------+---------------+--------------+
| current year | 70 | - |
+----------------------------------------------------+---------------+--------------+
| Tax losses carried forward to future periods | - | (24) |
+----------------------------------------------------+---------------+--------------+
| Corporation tax (charge) for the year | (10) | - |
+----------------------------------------------------+---------------+--------------+
| | | |
+----------------------------------------------------+---------------+--------------+
| Deferred tax asset arising on unrelieved | - | 67 |
| management expenses | | |
+----------------------------------------------------+---------------+--------------+
| Deferred tax asset utilised in year | (67) | - |
+----------------------------------------------------+---------------+--------------+
| Taxation (charge)/credit in Income Statement | (77) | 67 |
+----------------------------------------------------+---------------+--------------+
8.DIVIDEND
The Board does not recommend the payment of a dividend for the year ended 30
September 2008.
9.EARNINGS PER ORDINARY SHARE
The calculation of the earnings per share of 36.3p (2007: 1.1p) is based on the
profit attributable to Ordinary shareholders for the year ended 30 September
2008 of GBP906,000 (2007: profit of GBP23,000) and on the weighted average
number of Ordinary shares in issue during the year of 2,492,543 (2007:
2,105,706).
The exercise price of the share options was more than the average share price
for the year. Therefore no adjustment to earnings is necessary in respect of
shares under option, which would otherwise result in diluted earnings per share
being different from the basic earnings per share. The shares under option may
in the future dilute earnings per share, in which case the effect would be
reported as diluted earnings per share.
10. INVESTMENTS
+------------------------------------------+--------------+--------------+------------+
| | Loans to | Investment | Total |
| | Group | in | |
| | companies | subsidiary | |
| | | undertakings | |
+------------------------------------------+--------------+--------------+------------+
| | GBP'000 | GBP'000 | GBP'000 |
+------------------------------------------+--------------+--------------+------------+
| At 1 October 2007 | 373 | 861 | 1,234 |
+------------------------------------------+--------------+--------------+------------+
| Less sale of investment and repayment of | | | |
+------------------------------------------+--------------+--------------+------------+
| inter-group indebtedness during the | (373) | (861) | (1,234) |
| year | | | |
+------------------------------------------+--------------+--------------+------------+
| At 30 September 2008 | - | - | - |
+------------------------------------------+--------------+--------------+------------+
During the year ended 30 September 2008, the Company sold its last trading
subsidiary and accordingly the Company had no subsidiary undertakings at 30
September 2008. Further information relating to the sale is set out in note 2 to
the financial statements.
11.TRADE AND OTHER RECEIVABLES
+---------------------------------------------------------+-------------+-------------+
| | 2008 | 2007 |
+---------------------------------------------------------+-------------+-------------+
| | GBP'000 | GBP'000 |
+---------------------------------------------------------+-------------+-------------+
| Trade receivables | - | 3 |
+---------------------------------------------------------+-------------+-------------+
| Other receivables | 60 | 5 |
+---------------------------------------------------------+-------------+-------------+
| Prepayments and accrued income | 15 | 5 |
+---------------------------------------------------------+-------------+-------------+
| | 75 | 13 |
+---------------------------------------------------------+-------------+-------------+
12.CASH AND CASH EQUIVALENTS
+---------------------------------------------------------+-------------+-------------+
| | 2008 | 2007 |
+---------------------------------------------------------+-------------+-------------+
| | GBP'000 | GBP'000 |
+---------------------------------------------------------+-------------+-------------+
| Current account | 17 | - |
+---------------------------------------------------------+-------------+-------------+
| 1 month deposit at 5.36% per annum maturing 1 October | 50 | - |
| 2008 | | |
+---------------------------------------------------------+-------------+-------------+
| 3 month deposit at 5.99% per annum maturing 19 November | 1,500 | - |
| 2008 | | |
+---------------------------------------------------------+-------------+-------------+
| 3 month deposit at 5.99% per annum maturing 1 December | 293 | - |
| 2008 | | |
+---------------------------------------------------------+-------------+-------------+
| Cash and cash equivalents per balance sheet | 1,860 | - |
+---------------------------------------------------------+-------------+-------------+
| Less bank overdraft | - | (542) |
+---------------------------------------------------------+-------------+-------------+
| Cash and cash equivalents per cash flow statement | 1,860 | (542) |
+---------------------------------------------------------+-------------+-------------+
13.TRADE AND OTHER PAYABLES
+---------------------------------------------------------+-------------+-------------+
| | 2008 | 2007 |
+---------------------------------------------------------+-------------+-------------+
| | GBP'000 | GBP'000 |
+---------------------------------------------------------+-------------+-------------+
| Amounts owed to Group undertakings (since sold) | - | 97 |
+---------------------------------------------------------+-------------+-------------+
| Other payables | 4 | 2 |
+---------------------------------------------------------+-------------+-------------+
| Other taxes and social security | 1 | 2 |
+---------------------------------------------------------+-------------+-------------+
| Accruals and deferred income | 125 | 21 |
+---------------------------------------------------------+-------------+-------------+
| | 130 | 122 |
+---------------------------------------------------------+-------------+-------------+
14.FINANCIAL INSTRUMENTS
The Company's risk management policies are established to identify and analyse
the risks faced by the Company, to set appropriate risk limits and controls, and
to monitor risks and adherence to limits. Risk management policies to provide
protection for the Company's activities are reviewed during the year to reflect
changes in market conditions. The Directors monitor compliance with the
Company's risk management policies and procedures and review the adequacy of the
risk management framework in relation to the risks faced by the Company.
The main risks arising from the Group's financial instruments are interest rate
risk and liquidity risk. The policies for managing these risks are summarised
below.
Interest rate risk
Until sale of its subsidiary on 31 March 2008, the Company financed its
operations through a mixture of equity shareholders' funds and bank borrowings,
but on that date the entire bank debt was repaid. Since completion of the sale,
the Company's funding risk has centred on maximising the interest receivable on
the Company's bank deposits, subject to acceptable levels of risk.
Liquidity risk
The Company's policy is to retain a balance between short-term flexibility,
achieved through overdraft facilities, and longer term planning through
longer-term instalment debt. At 30 September 2008, no facilities had been drawn
on an interest bearing basis.
15.SHARE CAPITAL
+---------------------------------------------------------+--------------+------------+
| | 2008 | 2007 |
+---------------------------------------------------------+--------------+------------+
| | GBP'000 | GBP'000 |
+---------------------------------------------------------+--------------+------------+
| Authorised: | | |
+---------------------------------------------------------+--------------+------------+
| 7,499,900 Ordinary shares of 75p each | 5,625 | 5,625 |
+---------------------------------------------------------+--------------+------------+
| 100 'A' Ordinary Shares of 75p each | - | - |
+---------------------------------------------------------+--------------+------------+
| | 5,625 | 5,625 |
+---------------------------------------------------------+--------------+------------+
| Allotted, called-up and fully paid | | |
+---------------------------------------------------------+--------------+------------+
| At 1 October 2007: | | |
+---------------------------------------------------------+--------------+------------+
| 2,105,606 Ordinary shares | 1,579 | 1,579 |
+---------------------------------------------------------+--------------+------------+
| 100 'A' Ordinary Shares of 75p each | - | - |
+---------------------------------------------------------+--------------+------------+
| 800,000 Ordinary shares issued on 7 April 2008 at 75p | 600 | - |
| per share | | |
+---------------------------------------------------------+--------------+------------+
| 2,905,606 Ordinary Shares at 30 September 2008 | 2,179 | 1,579 |
+---------------------------------------------------------+--------------+------------+
Options have been granted under the Executive Share Option Scheme to subscribe
for a total of 264,560 Ordinary shares of the Company at an exercise price of
95p per share. No options were granted or exercised during the year. The options
are exercisable at various dates until April 2015.
As part of the proposals set out in the Circulars to Shareholders dated 14 March
2008 and 6 March 2009, the Company's 100 'A' Ordinary Shares that were in issue
at the Company's previous year end, were exchanged by their then owner for
Hurlingham's holding of 330,000 5% preference shares in its then subsidiary
Bettagrade Limited. This was approved by the High Court on 24 June 2009, which
became effective on its registration at Companies House on 2 July 2009. This
enabled the Company to lawfully cancel all of its 'A' Ordinary Shares. As a
result, the issued share capital of the Company at the date of approval of these
financial statements consists solely of Ordinary shares.
16.MOVEMENT ON RESERVES
+------------------------------------------------------+------------+--------------+
| | Share | Retained |
| | premium | earnings |
| | account | GBP'000 |
| | GBP'000 | |
+------------------------------------------------------+------------+--------------+
| Balance at 1 October 2006 | 362 | (1,314) |
+------------------------------------------------------+------------+--------------+
| Profit for the year ended 30 September 2007 | - | 23 |
+------------------------------------------------------+------------+--------------+
| Balance at 1 October 2007 | 362 | (1,291) |
+------------------------------------------------------+------------+--------------+
| Costs arising on issue of shares (including | | |
| GBP13,000 accrued | | |
+------------------------------------------------------+------------+--------------+
| at 30 September 2008) | (31) | - |
+------------------------------------------------------+------------+--------------+
| Profit for the year ended 30 September 2008 | - | 906 |
+------------------------------------------------------+------------+--------------+
| Net cost of acquisition of 'A' Ordinary Shares | | (330) |
+------------------------------------------------------+------------+--------------+
| Balance at 30 September 2008 | 331 | (715) |
+------------------------------------------------------+------------+--------------+
17.TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS IN PENCE PER SHARE
The total equity attributable to shareholders of Hurlingham in pence per share
is calculated by dividing the total equity attributable to shareholders of
Hurlingham at each period end by the number of ordinary shares in issue at such
dates. The relevant figures are as follows:-
+-----------------------------------------+---------+------------------+---------------+
| | | 30 September | 30 September |
| | | 2008 | 2007 |
+-----------------------------------------+---------+------------------+---------------+
| Total equity attributable to | | | |
| shareholders of | | | |
+-----------------------------------------+---------+------------------+---------------+
| Hurlingham per consolidated balance | | | |
| sheet on | | | |
+-----------------------------------------+---------+------------------+---------------+
| page 16 of financial statements | | | |
| (consolidated at | | | |
+-----------------------------------------+---------+------------------+---------------+
| 30 September 2007 but excluding that | | | |
+-----------------------------------------+---------+------------------+---------------+
| attributable to 'A' Ordinary Shares) | GBP'000 | 1,795 | 1,965 |
+-----------------------------------------+---------+------------------+---------------+
| | | | |
+-----------------------------------------+---------+------------------+---------------+
| Number of ordinary shares in issue at | | | |
| period end | | | |
+-----------------------------------------+---------+------------------+---------------+
| (Note 15) | '000 | 2,906 | 2,106 |
+-----------------------------------------+---------+------------------+---------------+
| | | | |
+-----------------------------------------+---------+------------------+---------------+
| Total equity attributable to | | | |
| shareholders of | | | |
+-----------------------------------------+---------+------------------+---------------+
| Hurlingham in pence per share | Pence | 62p | 93p |
+-----------------------------------------+---------+------------------+---------------+
The movement in net asset value of the Group as disclosed in the audited
financial statements of the Group for the year ended 30 September 2007, to the
position at 30 September 2008, is summarised below:-
+---------------------------------------------------------------+-------------------+
| | Year ended |
| | 30 September |
| | 2008 |
| | GBP'000 |
+---------------------------------------------------------------+-------------------+
| Equity shareholders' funds of the Group at 30 September 2007 | 2,295 |
+---------------------------------------------------------------+-------------------+
| Less accrual for pension payments and compensation | |
| arrangements to | |
+---------------------------------------------------------------+-------------------+
| Retiring Directors of Bettagrade Limited approved at General | |
| Meeting of | |
+---------------------------------------------------------------+-------------------+
| Shareholders held on 31 March 2008 | (255) |
+---------------------------------------------------------------+-------------------+
| Less costs of reorganisation referred to in circulars to | |
| Shareholders dated | |
+---------------------------------------------------------------+-------------------+
| 14 March 2008 and 6 March 2009 | (225) |
+---------------------------------------------------------------+-------------------+
| Less Bettagrade deferred tax asset at 30 September 2007 | (36) |
+---------------------------------------------------------------+-------------------+
| Less loss recorded by Bettagrade Limited in management | |
| accounts to | |
+---------------------------------------------------------------+-------------------+
| 31 March 2008 | (89) |
+---------------------------------------------------------------+-------------------+
| Less 'A' Ordinary Shares exchanged as part consideration for | |
| sale of | |
+---------------------------------------------------------------+-------------------+
| Bettagrade Limited charged against reserves above, as | |
| referred to in | |
+---------------------------------------------------------------+-------------------+
| circulars to shareholders dated 14 March 2008 and 6 March | (330) |
| 2009 | |
+---------------------------------------------------------------+-------------------+
| | |
+---------------------------------------------------------------+-------------------+
| Less loss after interest and tax for year ended 30 September | |
| 2008 per page | |
+---------------------------------------------------------------+-------------------+
| 15 of financial statements (excluding net gain on sale of | |
| Bettagrade | |
+---------------------------------------------------------------+-------------------+
| Limited of GBP1,071,000 in Company results, reflecting values | |
| already | |
+---------------------------------------------------------------+-------------------+
| included in Shareholders' funds at 30 September 2007) | (165) |
+---------------------------------------------------------------+-------------------+
| Add funds raised from share subscription on 7 April 2008 | 600 |
+---------------------------------------------------------------+-------------------+
| | |
+---------------------------------------------------------------+-------------------+
| Total equity attributable to Ordinary Shareholders of the | |
| Company at | |
+---------------------------------------------------------------+-------------------+
| 30 September 2008 per page 16 of financial statements | 1,795 |
+---------------------------------------------------------------+-------------------+
18.RELATED PARTIES
For the period from 1 October 2007 to the date of their resignation from the
Board on 7 April 2008, three former Directors charged the Company for services
as summarised below:-
+-------------+---------------------+------------+------------+------------+------------+
| Director | Business | Year | Year | Balance at | Balance at |
| | | ended | ended | 30 | 30 |
| | | 30 | 30 | September | September |
| | | September | September | 2008 | 2007 |
| | | 2008 | 2007 | | |
+-------------+---------------------+------------+------------+------------+------------+
| | | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+-------------+---------------------+------------+------------+------------+------------+
| C. E. J. | Lance Service | 4 | 13 | - | - |
| Llewellyn | Agency | | | | |
+-------------+---------------------+------------+------------+------------+------------+
| C. | Charles Pettingell | 4 | 13 | - | - |
| Pettingell | Associates | | | | |
+-------------+---------------------+------------+------------+------------+------------+
| M. V. | Chardon Trading | 5 | 13 | - | 1 |
| Taylor | Ltd. | | | | |
+-------------+---------------------+------------+------------+------------+------------+
No charges for services of this nature have been made to the Company by the
existing Directors of the Company, A.F. Blurton or D.J. St. C. Low, during the
current or previous years. The emoluments payable by the Company to D.J. St. C.
Low are paid to a company controlled by D.J. St. C. Low.
19.POST BALANCE SHEET EVENT
In accordance with the circular to Shareholders dated 14 March 2008, and as part
of the approval of resolutions at the General Meeting of the Company held on 31
March 2008, the Company was authorised by Shareholders to acquire 100 'A'
Ordinary Shares in its capital in exchange for 330,000 5% Preference Shares of
GBP1 in the capital of Bettagrade Limited. On 6 March 2009, the Company issued a
further circular to its Shareholders in respect of these matters. During the
period covered by these financial statements, the Board recognised that part of
the approval by shareholders of the first resolution at the General Meeting of
the Company held on 31 March 2008, authorising the Company to acquire 100 'A'
Ordinary Shares in its capital, was invalid. Accordingly, a General Meeting was
convened for 2 April 2009 at which resolutions were passed authorising the
lawful cancellation of the Company's 'A' Ordinary Shares and application to the
High Court for confirmation. The High Court sanctioned that cancellation on 24
June 2009, which became effective on its registration at Companies House on 2
July 2009. This had the equivalent effect to the transaction originally approved
by Shareholders on 31 March 2008 and is reflected in these financial statements.
20.FINANCIAL STATEMENTS
The financial information set out in these Financial Statements in relation to
the Company includes information for the year ended 30 September 2008, with
comparative information for the year ended 30 September 2007. Statutory
financial statements for the year ended 30 September 2007 have been delivered to
the Registrar of Companies. The auditors have reported on those financial
statements; their reports were unqualified and did not contain statements under
Section 237(2) or (3) of the Companies Act 1985.
This Report will be sent to shareholders during July 2009 and an electronic copy
is available on the Company's website at www.hurlinghamplc.co.uk. The audited
financial statements of Hurlingham Plc for the year ended 30 September 2007 and
further copies of this report are available from the Chairman of the Company,
A.F. Blurton, at the Company's registered office of 1 West Garden Place, Kendal
Street, London W2 2AQ.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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