TIDMGUS
RNS Number : 8689V
Gusbourne PLC
19 December 2013
19 December 2013
Gusbourne Plc (the "Company")
Half Yearly Report
Gusbourne Plc today announces its unaudited interim results for
the six months ended 30 September 2013
Gusbourne Plc (London-AIM: GUS) is engaged, via its wholly owned
subsidiary Gusbourne Estate Limited ("Gusbourne Estate"), in the
production and distribution of a range of high quality and award
winning English sparkling and still wines from grapes grown in its
own vineyards in Kent and West Sussex. The majority of Gusbourne
Estate's mature vineyards are located at its 352 acre freehold
estate at Appledore in Kent, where the winery is also based.
Additional vineyards were planted in West Sussex in May 2013 and
the Company now has a total of 105 acres (42 hectares) of vineyards
under cultivation. The Company intends for further plantings to be
undertaken over the next two years on Gusbourne Estate's freehold
site in Kent.
The Company was incorporated in England & Wales on 24
September 2012 and was admitted to AIM on 25 October 2012 following
the merger with Shellproof Limited. Details of this merger are set
out in the Circular to Shareholders dated 10 October 2012.
On 27 September 2013 the Company completed the acquisition of
the Gusbourne Estate business and related freehold property and,
following that acquisition changed its name from Shellproof Plc to
Gusbourne Plc. Details of this transaction are set out in the
Circular to Shareholders dated 3 September 2013.
Results for the six months ended 30 September 2013
The trading results for the 6 months ended 30 September 2013
primarily reflect the activities of the Company prior to the
acquisition of the Gusbourne Estate business on 27 September
2013.
The Company reported a consolidated net loss of LIR639,000 for
the six months ended 30 September 2013 (2012 - profit of
LIR33,000). This loss primarily comprised administration expenses
of GBP630,000, of which GBP398,000 was represented by transaction
expenses written off including stamp duty of GBP211,000. The
vineyard operating costs of GBP122,000 were largely offset by the
gain in the fair value of biological assets (vines), as accounted
for under International Accounting Standard 41. The basic and
diluted loss per ordinary share for the six months ended 30
September 2013 amounted to 7.93 pence (2012 - earnings per share of
0.41 pence).
The main changes to the Company's consolidated balance sheet
since 31 March 2013 reflect the acquisition of the Gusbourne Estate
business and the related freehold property on 27 September 2013.
The total consideration for this acquisition amounted to
GBP7,316,000, further details of which are contained in the
Circular to Shareholders dated 3 September 2013 and also in Note 7
to the unaudited interim results below.
Board and senior management
Upon completion of the Gusbourne Estate acquisition, the board
of the Company was enlarged by the appointments of Andrew Weeber,
the founder and vendor of the Gusbourne Estate business, as
non-Executive Chairman of the Company and by the appointment of
Paul Bentham as a Non-Executive Director.
The Company's broader management team has also been enlarged
with the successful integration of the two complementary management
teams of the Gusbourne Estate business and Gusbourne Plc. This has
provided an experienced and professional executive team which is
well placed to further expand and develop the Gusbourne Estate
business.
Current trading and outlook
The sales of Gusbourne Estate's award winning sparkling and
still wines are performing to expectations and media and consumer
interest in the Company's products continues to be supported by the
quality of its products and its continuing success in winning
awards for them. On 13 November 2013 the Company was delighted to
be presented with two awards from the long established and
prestigious International Wine and Spirit Competition ("IWSC").
These two awards were for "English Wine Producer of the Year" and
for "Best Bottle Fermented Sparkling Wine" for Gusbourne Estate
Brut Reserve 2008.
This year's grape harvest at the Company's vineyards in Kent and
Sussex took place later than usual as a result of the late start to
the growing season. However, the yield volumes were excellent and
more than double the Company's original expectations. The grapes
harvested have continued to meet the unique quality expectations of
Gusbourne Estate. The Company's winery, situated at its freehold
estate in Kent, performed particularly well in dealing with the
larger than expected volumes and these have added significant
stocks of wine to the Company's inventory. Plans are well advanced
for next year's planting of further vineyards on Gusbourne Estate's
freehold estate in Kent.
The Company's growth strategy in this industry requires long
term planning and the Company continues to make steady and pleasing
progress towards its long term goals.
For further information contact:
Gusbourne Plc
Andrew Weeber/Ben Walgate/Ian Robinson +44 (0)1233 758 666
Cenkos Securities plc
Nicholas Wells +44 (0)20 7397 8900
Note: This announcement and other press releases are available
to view at the Company's website: www.gusbourneplc.com
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 September 2013
Unaudited Unaudited Audited
Six months Six months Year ended
to to
30 September 30 September 31 March
Notes 2013 2012 2013
GBP'000 GBP'000 GBP'000
Revenue - - -
Cost of sales (122) - -
Gain in fair value less estimated
costs to sell
of biological assets 102 - 1
------------ ------------ -----------
Gross profit (20) - 1
Transactions expenses - stamp
duty 8 (211) - -
Transactions expenses - other 8 (187) - (259)
Other administrative expenses (232) (69) (352)
--------------------------------------- ----- ------------ ------------ -----------
Total Administrative expenses (630) (69) (611)
------------ ------------ -----------
Loss from operations (650) (69) (610)
Finance income 19 102 156
Finance expense (8) - -
(Loss)/profit before tax (639) 33 (454)
Tax expense - - -
(Loss)/profit for the period
attributable to
owners of the parent (639) 33 (454)
------------ ------------ -----------
(Loss)/earnings per share attributable
to
the ordinary equity holders
of the parent:
Basic (7.93p) 0.41p (5.68p)
Diluted (7.93p) 0.41p (5.68p)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 September 2013
Consolidated balance sheet Unaudited Unaudited Audited
30 September 30 September 31 March
Notes 2013 2012 2013
Assets GBP'000 GBP'000 GBP'000
Non-current assets
Property, plant and equipment 2 5,445 60 347
Goodwill 3 1,004 - -
Biological assets 4 1,254 - 154
7,703 60 501
------------ ------------ --------
Current assets
Inventories 5 1,015 135 137
Trade and other receivables 178 103 295
Cash and cash equivalents 2,770 4,046 3,128
------------ ------------ --------
3,963 4,284 3,560
------------ ------------ --------
Total assets 11,666 4,344 4,061
------------ ------------ --------
Liabilities
Current liabilities
Trade and other payables (766) (39) (194)
Redeemable preference shares - - (50)
(766) (39) (244)
------------ ------------ --------
Non-current liabilities
Loans and borrowings 6 (3,777) - -
(3,777) - -
Total liabilities (4,543) (39) (244)
NET ASSETS 7,123 4,305 3,817
------------ ------------ --------
Issued capital and reserves attributable
to
owners of the parent
Share capital 7,612 4,000 4,000
Share premium 346 - 266
Merger reserve (13) - (266)
Retained earnings (822) 305 (183)
----- ----- -----
TOTAL EQUITY 7,123 4,305 3,817
----- ----- -----
CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 September 2013
Unaudited Unaudited Audited
Six months to Six months to Six months to Period to
30 September 30 31 March
September
2013 2012 2013
GBP'000 GBP'000 GBP'000
Cashflows from operating
activities
(Loss)/profit for the period before tax (639) 33 (454)
Adjustments for:
Depreciation of property, plant and equipment 12 8 18
(Profit)/loss on disposal of
property, plant
and equipment (8) - -
Finance income (19) (102) (156)
Finance expense 8 - -
Movement in fair value of biological assets (102) - (1)
(748) (61) (593)
Decrease/(Increase) in trade and other
receivables 117 (82) (275)
Increase in inventories (2) (51) (53)
Increase/(Decrease) in trade and other payables 572 15 170
------------------ ----------- ---------
Cash generated from operations 687 (118) (158)
Income taxes paid - - -
------------------ ----------- ---------
Net cash flows from operating activities (61) (179) (751)
Investing activities
Purchases of property, plant and equipment (762) - (297)
Purchase of biological assets - - (153)
Purchase of business and assets (7,000) - -
Sale of property, plant and equipment 35 - -
Net cash from investing activities (7,727) - (450)
------------------ ----------- ---------
Financing activities
Proceeds from issue of share capital 3,901 - -
Share issue expenses (209) - -
Issue of redeemable preference shares - - 50
Redemption of preference shares (50) - -
Proceeds from bank borrowings 2,025 - -
Proceeds from issue of deep discount bond 1,750 - -
Interest paid (6) - -
Interest received 19 102 156
------------------ ----------- ---------
Net cash from financing activities 7,430 102 206
CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
For the six months ended 30 September 2013
Unaudited Unaudited Audited
Six months to Six months to Six months to Period to
30 September 30 September 31 March
2013 2012 2013
GBP'000 GBP'000 GBP'000
Net decrease in cash and cash equivalents (358) (77) (995)
Cash and cash equivalents at beginning of period 3,128 4,123 4,123
------------------------ ------------- ---------
Cash and cash equivalents at end of period 2,770 4,046 3,128
======================== ============= =========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 September 2013
Audited
Total
attributable
to equity
Audited holders
Audited Share Audited Share Audited Merger Retained of
capital premium reserve earnings parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
31 March 2012 4,000 266 (266) 271 4,271
Comprehensive income
for the year
(Loss) - - - (454) (454)
______ ______ ______ ______ ______
Total comprehensive
income for the year - - - (454) (454)
______ ______ ______ ______ ______
31 March 2013 4,000 266 (266) (183) 3,817
______ ______ ______ ______ ______
Unaudited
Total
attributable
to equity
Unaudited Unaudited Unaudited Unaudited holders
Share Share Merger Retained of
capital premium reserve earnings parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
31 March 2013 4,000 266 (266) (183) 3,817
Comprehensive income
for the year
(Loss) - - - (639) (639)
Issue of ordinary
shares 3,612 289 253 - 4,154
Share issue expenses - (209) - - (209)
______ ______ ______ ______ ______
Total comprehensive
income for the year 3,612 80 253 (639) 3,306
______ ______ ______ ______ ______
30 September 2013 7,612 346 (13) (822) 7,123
______ ______ ______ ______ ______
NOTES TO THE ACCOUNTS
For the six months ended 30 September 2013
1 Statement of accounting policies
The interim financial statements have been prepared in
accordance with the recognition and measurement principles as
adopted by the EU, applying the accounting policies and
presentation that were applied in the preparation of the Company's
published consolidated financial statements for the year ended 31
March 2013.
The financial information for the six months ended 30 September
2013 has not been subject to an audit nor a review in accordance
with International Standard on Review Engagements 2410, Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity, issued by the Auditing Practices Board. The
comparative financial information presented herein for the year
ended 31 March 2013 does not constitute full statutory accounts
within the meaning of Section 434 of the Companies Act 2006. The
Group's annual report and accounts for the year ended 31 March 2013
have been delivered to the Registrar of Companies. The Group's
independent auditor's report was unqualified and did not include
references to any matters to which the auditors drew attention by
way of emphasis without qualifying their report and did not contain
a statement under section 498(2) or 498(3) of the Companies Act
2006.
Basis of preparation
The Board of the Company continually assesses and monitors the
key risks of the business. These risks have not significantly
changed from those set out in the Company's Annual Report for the
year ended 31 March 2013. The Board has reviewed forecasts and
remains satisfied with the Company's funding and liquidity
position. On the basis of its forecast and available facilities and
cash balances held on the balance sheet, the Board has concluded
that the going concern basis of preparation continues to be
appropriate.
2 Property, plant and equipment
Unaudited Unaudited Audited
30 September 30 September 31 March
2013 2012 2013
GBP'000 GBP'000 GBP'000
Freehold property 4,585 - 222
Plant, machinery and motor vehicles 420 60 83
Vineyard expenditure 427 - 40
Computer equipment 13 - 2
------------ ------------ --------
5,445 60 347
------------ ------------ --------
The additions in the period include GBP4,363,000 of Freehold
land and buildings, GBP71,000 of plant, machinery and motor
vehicles and GBP5,000 of computer equipment which were acquired as
part of the acquisition of the Gusbourne Estate business and
related freehold property on 27 September 2013.
Vineyard expenditure includes planting expenditure in relation
to vineyards which are carried forward at cost until the vines
reach maturity at which point they are re-measured and transferred
to biological assets.
NOTES TO THE ACCOUNTS (continued)
For the six months ended 30 September 2013
3 Goodwill
Unaudited Unaudited Audited
30 September 30 September 31 March
2013 2012 2013
GBP'000 GBP'000 GBP'000
Goodwill 1,004 - -
1,004 - -
------------ ------------ --------
Goodwill arose on the acquisition of the Gusbourne Estate
business and related Freehold Property and has been calculated as
the difference between the fair value of the consideration paid and
the provisional fair value of the assets and liabilities acquired.
The goodwill has been capitalised and impairment tests are carried
out at reporting dates.
4 Biological assets
Vines
GBP'000
At 1 April 2012 -
Additions 153
Change in fair value 1
At 31 March 2013 154
-------
Acquisitions 998
Change in fair value 102
At 30 September 2013 1,254
-------
Acquisitions in the period comprise biological assets which were
acquired as part of the acquisition of the Gusbourne Estate
business and related freehold property which completed on 27
September 2013.
5 Inventories
Unaudited Unaudited Audited
30 September 30 September 31 March
2013 2012 2013
GBP'000 GBP'000 GBP'000
Raw materials and consumables 36 - -
Wine 979 135 137
------------ ------------ --------
1,015 135 137
------------ ------------ --------
NOTES TO THE ACCOUNTS (continued)
For the six months ended 30 September 2013
6 Loans and borrowings - non-current
Unaudited Unaudited Audited
30 September 30 September 31 March
2013 2012 2013
GBP'000 GBP'000 GBP'000
Bank loan ( secured) 2,025 - -
Deep discount bond (secured) 1,752 - -
3,777 - -
------------ ------------ --------
The secured bank loan is repayable after 5 years, and is subject
to an interest rate of 3% above Barclays' base rate. It is secured
by a cross guarantee and debenture granted by Gusbourne Estate
Limited and the Company, a legal charge granted by Gusbourne Estate
Limited and a charge over a cash deposit granted by the
Company.
Thesecured deep discount bond was issued by the Company at a
subscription priceof GBP1,750,000. The bond has a 4 year term and
is redeemable at its nominal price of GBP2,337,518 on 27 September
2017. The bond may be redeemed early, subject to certain
conditions. Between27 September 2015 and 27 September 2016, the
bond holders have the option to convert some or all of the bonds
into the Company's Shares, at a price of 66 pence per share. The
bond is secured by debentures granted by the Company and Gusbourne
Estate Limited and a legal charge granted by Gusbourne Estate
Limited.
7 Business combinations
On 27 September 2013, Gusbourne Estate Limited, a wholly owned
subsidiary of the Company acquired the Gusbourne Estate business
and related Freehold Property for a total consideration of
GBP7,316,000, which includes contingent consideration of
GBP63,000.
Unaudited
Provisional fair value at
acquisition
GBP'000
Property, plant and equipment 4,439
Biological Assets 998
Inventories 875
Net assets acquired 6,312
Goodwill 1,004
Consideration 7,316
Satisfied by:
Cash to vendors 4,200
Deep discount bond issued to the
vendors 1,750
Market value of shares issued
to the vendors 1,303
Contingent consideration 63
Consideration 7,316
Fair values are provisional and will continue to be reviewed in
the 12 months following the acquisition.
NOTES TO THE ACCOUNTS (continued)
For the six months ended 30 September 2013
8 Transaction expenses
Transaction expenses for the period to 30 September 2013
represent expenses incurred in connection with the acquisition of
the Gusbourne Estate business and related Freehold Property.
Transaction expenses for the period to 31 March 2013 represent
expenses incurred in connection with the merger, on 24 October
2012, with Shellproof Limited.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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