HIGHWAY CAPITAL PLC
INTERIM REPORT 2017
Chairman's Statement
Dear Fellow Shareholder
The results for the six months ended 31 August 2017 showed a profit before tax of £126,000 (six months ended 31 August 2016: £102,000 loss; year ended 28 February 2017: £407,000 loss).
No dividend has been declared.
Highway has a long history on the London Stock Exchange and has for many years been an investing vehicle in search of a transaction, with the recent suspension occurring as the UKLA deemed that the loans extended to Mylux constituted a reverse transaction.
The company has a single class of ordinary share in issue and has constituted a class of convertible loan notes, of which a small number have been issued.
The Directors strongly believe the retention of the listing is key and would be in shareholders' best interests.
Since the Annual Report, dated 22nd February 2018, a number of actions have been taken by the company.
· In July 2017, the Company issued two convertible loan notes ("CLN") for the aggregate amount of £125,000 to unconnected investors. The CLN are repayable 5 years from the date of issue and carry an interest rate of 5% per annum.
Principle Risks and Uncertainties
The preservation of our cash balances remains a principal risk for the Group and we remain committed to maintaining minimal operational costs to ensure that maximum funds remain available to invest in projects.
Additionally, while we are seeking the restoration of trading in the Company's shares, there is uncertainty over the timeline and possibility of this restoration by the FCA.
The Company's business strategy is to identify, evaluate and complete suitable acquisition opportunities. No guarantee can be made by the Directors that such an acquisition will be made.
I will keep you informed on further developments.
L Sobolewski
Chairman
13th of May 2019
Statement of comprehensive income |
Notes |
6 months ended 31 August 2017 (unaudited) £'000 |
6 months ended 31 August 2016 (unaudited) £'000 |
Year ended 28 February 2017 (audited) £'000 |
Management fees |
|
- |
- |
- |
Administrative expenses |
|
(96) |
(106) |
(196) |
Operating loss |
2 |
(96) |
(106) |
(196) |
Interest receivable |
|
22 |
4 |
- |
Amounts written back/(off) investments and loans |
|
200 |
|
(211) |
Profit/(loss) on ordinary activities before taxation |
|
126 |
(102) |
(407) |
Tax on profit or loss on ordinary activities |
|
- |
- |
- |
Profit/(loss) for financial period and total comprehensive income |
|
126 |
(102) |
(407) |
|
|
|
|
|
Basic profit/(loss) per share |
3 |
1.31p |
(1.17)p |
(4.25)p |
Diluted profit/(loss) per share |
3 |
1.16p |
(1.17)p |
(4.25)p |
Basic profit/(loss) per share from continuing operations |
3 |
1.31p |
(1.17)p |
(4.25)p |
Diluted profit/(loss) per share from continuing operations |
3 |
1.16p |
(1.17)p |
(4.25)p |
Statement of financial position |
Notes |
31 August 2017 (unaudited) £'000 |
31 August 2016 (unaudited) £'000 |
28 February 2017 (audited) £'000 |
Fixed assets |
|
|
|
|
Investments |
|
- |
221 |
11 |
Current assets |
|
|
|
|
Debtors |
|
316 |
23 |
5 |
Cash at bank and in hand |
|
- |
12 |
- |
|
|
316 |
35 |
5 |
Creditors: amounts falling due within one year |
|
(314) |
(194) |
(265) |
Net current assets/(liabilities) |
|
2 |
(159) |
(260) |
Total assets less current liabilities |
|
2 |
62 |
(249) |
Creditors: amounts falling due after more than one year |
5 |
(474) |
(434) |
(349) |
|
|
|
|
|
Net assets/(liabilities) |
|
(472) |
(372) |
(598) |
Capital and reserves |
|
|
|
|
Share capital |
6 |
192 |
175 |
192 |
Share premium |
|
430 |
368 |
430 |
Profit and loss account |
|
(1,094) |
(915) |
(1,220) |
Total equity shareholders' funds/(deficit) |
|
(472) |
(372) |
(598) |
Statement of changes in equity |
|
6 months ended 31 August 2017 (unaudited) £'000 |
6 months ended 31 August 2016 (unaudited) £'000 |
Year ended 28 February 2017 (audited) £'000 |
|
Profit/(loss) attributable to ordinary shareholders |
|
126 |
(102) |
(407) |
|
Issue of new ordinary shares less costs |
|
- |
- |
79 |
|
Net increase/(decrease) in shareholders' funds |
|
126 |
(102) |
(328) |
|
Opening Shareholders' funds/(deficit) |
|
(598) |
(270) |
(270) |
|
Closing Shareholders' funds/(deficit) |
|
(472) |
(372) |
(598) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows |
|
6 months ended 31 August 2017 (unaudited) £'000 |
6 months ended 31 August 2016 (unaudited) £'000 |
Year ended 28 February 2017 (audited) £'000 |
Cash flows from operating activities Profit/(loss) for the period |
|
|
126 |
|
(102) |
|
(407) |
Adjustments for: |
|
|
|
|
|
|
|
Interest receivable |
|
|
(22) |
|
(4) |
|
- |
Amounts written back on investments and loans |
|
|
(210) |
|
- |
|
- |
Amounts written off investments and loans |
|
|
11 |
|
- |
|
210 |
Changes in: |
|
|
|
|
|
|
|
Trade and other debtors |
|
|
1 |
|
(15) |
|
(2) |
Trade and other creditors |
|
|
48 |
|
69 |
|
140 |
Net cash from operating activities |
|
|
(46) |
|
(52) |
|
(59) |
Cash flows from investing activities |
|
|
|
|
|
|
|
Purchase of investments |
|
|
- |
|
(11) |
|
(11) |
Loans made |
|
|
(79) |
|
(210) |
|
(210) |
Interest received |
|
|
- |
|
- |
|
- |
Net cash used in investing activities |
|
|
(79) |
|
(221) |
|
(221) |
Cash flows from financing activities |
|
|
|
|
|
|
|
Proceeds from loans |
|
|
125 |
|
284 |
|
284 |
Cost of loan conversion |
|
|
|
|
|
|
(6) |
Net cash from financing activities |
|
|
125 |
|
284 |
|
278 |
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
- |
|
11 |
|
(2) |
Cash and cash equivalents at beginning of period |
|
|
(1) |
|
1 |
|
1 |
Cash and cash equivalents at end of period |
|
|
(1) |
|
12 |
|
(1) |
Notes to the Interim Report
1. Basis of preparation of the interim report
The condensed set of financial statements for the six months ended 31 August 2017 has been prepared on a basis consistent with the financial statements for the year ended 28 February 2017.
The condensed set of financial statements for the six months ended 31 August 2017 has not been audited or reviewed by the auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information.
The comparative financial information for the year ended 28 February 2017 has been extracted from the audited financial statements, on which the auditors issued an unqualified audit report, and which have been delivered to the Registrar of Companies.
The financial information contained in the interim statement does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
There are no acquired or discontinued operations in the relevant financial periods.
There are no recognized gains or losses other than the profit or loss for the relevant financial periods.
Highway Capital plc is a stand-alone company and does not prepare consolidated accounts. It has therefore continued to prepare its accounts in accordance with UK rather than international accounting standards.
2. Operating loss
This is stated after charging: |
|
|
|
|
|
6 months ended 31 August 2017 (unaudited) £'000 |
6 months ended 31 August 2016 (unaudited) £'000 |
Year ended 28 February 2017 (audited) £'000 |
Directors' remuneration |
|
|
|
- salaries and fees |
60 |
32 |
62 |
Auditors' remuneration |
|
|
|
- audit services |
|
5 |
5 |
10 |
- other services |
|
- |
- |
- |
3. Profit/(loss) per share
The profit/(loss) per ordinary share calculation has been based on the profit/(loss) attributable to ordinary shareholders of £126,000 (August 2016: loss £(102,000); February 2017: loss £(407,000)), divided by 9,590,201 (August 2016: 8,740,201; February 2017: 9,590,201) being the weighted average number of ordinary shares in issue during the period. The August 2017 diluted profit per ordinary share calculation has been based on an adjusted profit of £130,391 and an adjusted weighted average number of ordinary shares of 11,234,367.
There are no discontinued operations in the periods and, therefore the basic and the diluted loss per ordinary share from continuing operations are the same as the basic and the diluted loss per ordinary share.
4. 2017 interim dividend
No interim dividend has been declared.
5. Creditors: due after more than one year
The creditor due after more than one year of £474,000 (August 2016: £434,000; February 2017: £349,000), is made up of the following: (a) £30,000 from M Szytko, a director and shareholder, and £165,000 from an institutional investor: these loans are unsecured, repayable after two years, and bearing interest at a rate of 5% per annum (if it so wishes, the company can repay the loan or part thereof at any time within the two year period); (b) £127,000 from M Szytko, £27,000 from D Zych, a director and shareholder, and £125,000 from outside investors: these loans are unsecured, repayable after five years, convertible at the holder's request into new ordinary shares in the company at a price of 10 pence per share; in the event that the loan is not repaid or converted prior to its maturity date then it will attract accrued interest at a rate of 5% per annum.
6. Share capital
|
|
31 August 2017 (unaudited) |
31 August 2016 (unaudited) |
28 February 2017 (audited) |
Ordinary shares of 2p each |
|
|
|
Allotted, called-up, fully paid |
|
|
|
Number of shares |
9,590,201 |
8,740,201 |
9,590,201 |
Nominal value |
£191,804 |
£174,804 |
£191,804 |
7. Related party transactions
As at the balance sheet date, there are loans of £157,000 to the company from M Szytko, a director and shareholder of the company; and loans of £27,000 to the company from Dariusz Zych, a director of the company. The terms of these loans are set out in note 5 above.
8. Responsibility statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared in accordance with FRS 104 Interim Financial Reporting issued by the Financial Reporting Council;
(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and their impact on the financial statements and description of principal risks and uncertainties for the remaining six months of the year); and
(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).
By order of the Board
L Sobolewski M Szytko
Chairman Non-Executive Director
9. Publication
Copies of this statement will be available on the company's website at www.highwaycapital.co.uk.
