TIDMGYG
RNS Number : 2466L
GYG PLC
18 April 2018
18 April 2018
GYG plc
("GYG", the "Company" or the "Group")
2017 FINAL RESULTS
A transformative year resulting in double digit revenue
growth
GYG plc (AIM: GYG), the market leading superyacht painting,
supply and maintenance company, today announces its audited results
for the year ended 31 December 2017.
Financial Highlights
-- Group revenue increased 14.7% to EUR62.6m (FY16(1)
EUR54.6m)
o Coating (Refit & New Build) revenue up 16.7% to EUR53.7m
(FY16 EUR46.0m)
o Supply revenue up 4.2% to EUR8.9m (FY16 EUR8.6m)
-- Adjusted EBITDA(2) increased 7.6% to EUR7.2m (FY16
EUR6.7m)
-- Operating profit of EUR1.4m which includes EUR3.9m of
exceptional items, mainly related to the IPO (FY16 operating profit
of EUR1.9m)
-- Net debt position reduced to EUR6.7m at 31 December 2017
(FY16: EUR10.4m)
-- Cash of EUR6.2m as at 31 December 2017 (EUR6.2m at 31
December 2016)
-- Board has recommended a total dividend of 3.2 pence per
ordinary share, reflecting the 6 month period from IPO to the year
end
Operational Highlights
-- Completed acquisition of ACA Marine coating division in South
of France in March 2017
-- Successful placing of GBP6.9m of new equity and admission to
AIM in July 2017. Upon admission, Stephen Murphy was appointed as
Chairman and Richard King as Non-Executive Director
-- Enhanced credibility and profile as a result of the IPO
demonstrated by recent contract wins including for the previously
announced work on Rev 182
-- Record Order Book(3) as at 31 December 2017 of EUR20.4m (up
from EUR17.9m FY16), of which EUR14.3m is planned to be delivered
in FY18
-- Pipeline(4) of EUR376m as at 31 December 2017 (up from
EUR267m FY16)
-- Balance sheet strengthened, with repayment of EUR4.3m of loan
notes on IPO
-- Post period end, the Group won the first significant refit
project at the newly refurbished Savannah Yacht Center in Georgia,
USA on a c.70 metre Dutch-built superyacht
1) Refer to the Financial Performance section for an explanation
of the basis of preparation of the twelve- month period ended 31
December 2016 comparative financial information (referred to as
"FY16").
2) Adjusted EBITDA is defined as operating profit before finance
costs, taxation, depreciation, amortisation, share based payments
and exceptional items. This is an alternative performance measure
and should not be considered an alternative to IFRS measures, such
as revenue or operating profit.
3) Order Book is defined as contracted but unbilled New Build
and Refit projects across the Group from 1 January 2018
onwards.
4) Pipeline is defined as the projects the Group are looking to
secure, covering the stages from sending a proposal to final
negotiation.
Remy Millott, CEO of GYG commented:
"2017 was a transformational year for GYG which included the
acquisition of ACA Marine and the successful completion of our AIM
IPO in July, enhancing our credibility and profile in the industry.
The coating division had a strong performance, delivering 16.7%
revenue growth and further establishing GYG's credentials in the
new build market with promising results".
"We have had an encouraging start to 2018, with a busy first
quarter in refit, and good progress to the forward Order Book,
having signed some major new build projects which will come
on-stream later this year and during 2019 and 2020. I am
particularly excited that our first major project has started at
the newly refurbished Savannah Yacht Center in the US. This is an
important milestone for GYG and this will further accelerate the
growth of our US operations".
"GYG is well placed to increase its coating market share through
an organic growth strategy and to capitalize on the 6% estimated
annual growth in our addressable market, as a result of the
continued growth of worldwide billionaires buying larger yachts and
increasing the global superyacht fleet. As a result, the Board
looks to the future with confidence".
Analyst meeting
There will be a presentation for sell-side analysts at 9:30am
this morning, 18 April 2018, the details of which can be obtained
from FTI Consulting.
Enquiries:
GYG plc via FTI Consulting
Remy Millott, Chief Executive Tel: +44 (0) 20 3727 1000
Officer
Gloria Fernandez, Chief Financial
Officer
Zeus Capital Limited (NOMAD & Tel: +44 (0) 20 3829 5000
Broker)
Giles Balleny, Dan Bate (Corporate
finance)
John Goold, Hugh Kingsmill Moore
(Broking)
FTI Consulting (Financial PR) Tel: +44 (0) 20 3727 1000
Alex Beagley
Fiona Walker
Laura Saraby
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Notes to Editors:
GYG is the market leading superyacht painting, supply and
maintenance company, offering services globally through operations
in the Mediterranean, Northern Europe and the United States. The
Company's brands include Pinmar, Rolling Stock, Pinmar Supply,
Pinmar USA, Techno Craft and ACA Marine. GYG's operations can be
divided into three key sales channels:
-- COATING:
o Refit: repainting and finishing of superyachts, normally as
part of a refit programme. Revenues also include scaffolding and
containment work
o New Build: fairing and painting of new vessels as part of the
build process
-- SUPPLY: selling and delivery of maintenance materials,
consumables, spare parts and equipment primarily to trade
customers.
Superyachts require a major survey and service every five years
to comply with certain class, maritime laws and insurance
requirements. Owners typically undertake an annual haul out and
general maintenance to remain ahead of the service intervals and to
keep the vessels in optimum condition. Owners often use the major
servicing period as an opportunity for repainting the vessel,
providing GYG with a source of repeat business.
This announcement contains forward-looking statements that are
based on current expectations or beliefs, as well as assumptions
about future events. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as anticipate, target, expect, estimate, intend, plan, goal,
believe, will, may, should, would, could, is confident, or other
words of similar meaning. Undue reliance should not be placed on
any such statements because they speak only as at the date of this
document and, by their very nature, they are subject to known and
unknown risks and uncertainties and can be affected by other
factors that could cause actual results, plans and objectives, to
differ materially from those expressed or implied in the
forward-looking statements. There are a number of factors which
could cause actual results to differ materially from those
expressed or implied in forward-looking statements. The Company
undertakes no obligation to revise or update any forward-looking
statement contained within this announcement, regardless of whether
those statements are affected as a result of new information,
future events or otherwise, save as required by law and
regulations.
CHAIRMAN'S STATEMENT
I am delighted to present my first Chairman's statement as a
public company on behalf of the Board of GYG plc.
2017 was a milestone year in the Group's development, with a
successful IPO on the AIM Market of the London Stock Exchange in
July while also delivering another year of strong growth. The IPO
raised GBP6.9m which was used to settle pre-existing shareholder
loan notes, accrued interest and fees and expenses in relation to
the IPO and by the end of the year, net debt had been reduced to
EUR6.7m. Prior to the IPO, significant highlights included the
acquisition of ACA Marine in March.
As such, our strengthened financial position provides us with a
strong platform to support future growth and development of the
Group. The enhanced credibility and profile that we have gained as
a result of the IPO will continue to help us secure larger orders
and develop further growth opportunities to generate long-term
value for shareholders.
RESULTS
We have delivered solid revenue growth in the year, up 14.7% to
EUR62.6m (FY16: EUR54.6m), reflecting a good performance across all
divisions. Adjusted EBITDA increased 7.6% to EUR7.2m (FY16:
EUR6.7m), with an adjusted EBITDA margin of 11.5% (FY16: 12.2%). We
ended the year with a solid balance sheet and maintained cash at
EUR6.2m at 31 December 2017 (EUR6.2m at 31 December 2016).
DIVID
As stated in our Admission Document, the Board has adopted a
progressive dividend policy with growth in line with the growth in
future earnings and the Board is therefore pleased to recommend a
total dividend of 3.2 pence per ordinary share for the year ended
31 December 2017, reflecting the 6 months from IPO to the financial
year end. If approved by the shareholders at the Annual General
Meeting on 29 May 2018, the dividend will be paid on 15 June 2018
to shareholders on the register on 4 May 2018. The ex-dividend date
will be 3 May 2018.
CURRENT TRADING & OUTLOOK
We have had an encouraging start to 2018, with trading in line
with the Board's expectations. The Group had a busy first quarter
in refit including a number of jobs that were pushed back by the
2017 hurricanes and has seen significant growth to the forward
Order Book, having signed some major new build projects which will
come on-stream later this year and during 2019 and 2020. Management
are highly focused on delivering growth across the divisions in
2018, and the wider GYG team is strongly motivated to continue to
deliver a premium quality service to our existing and new
customers. I would like to take this opportunity to thank all of
our colleagues across the world for their continued hard work to
deliver these results. The Group is well positioned to continue to
create long-term value for all shareholders.
Stephen Murphy
Non-Executive Chairman
18 April 2018
CHIEF EXECUTIVE'S REPORT
I am pleased to report on GYG's first year end results as a
public limited company. Our successful IPO in July 2017 was a major
milestone for the Group, further strengthening its position as the
global market leader in the superyacht painting, supply and
maintenance sector. Together with the acquisition of the majority
shareholding in ACA Marine, GYG's flotation on AIM represented a
significant achievement for the Board of our Company and I am
grateful for the dedicated support of my fellow Directors.
The Group delivered strong results with revenue of EUR62.6m in
the year ended 31 December 2017 reflecting a 14.7% increase
compared to FY16, and adjusted EBITDA of EUR7.2m (FY16: EUR6.7m),
an increase of 7.6%. We ended the year with cash of EUR6.2m on a
par with the previous year and a stronger balance sheet, having
repaid EUR4.3m of loan notes post the IPO. This was achieved
alongside a busy corporate agenda and challenging market conditions
in the latter half of the year. Strong revenue growth was achieved
in the first half, however as previously announced, the third
quarter refit programme was affected by the disruption to seasonal
cruising patterns from an extraordinary sequence of hurricanes.
This caused delays to several major projects, leading to a
softening of revenues in the second half of the year. Despite this,
I am pleased to report that refit showed a strong recovery in the
fourth quarter and as far as we can see these project deferrals
resulted in work being postponed into 2018. The Group is well
positioned with a strong forward Order Book in a market segment
which continues to exhibit solid growth.
STRATEGY
The Group's strategy remains the same as that detailed in our
Admission Document and we will continue to leverage our market
leadership in the refit sector where GYG holds a 30% share (up from
29% at the time of flotation), an 86% customer retention rate, and
a preferred supplier status with many of the leading refit
shipyards in the core locations. Our addressable coating market is
forecast to grow at 6% per annum and we have the platform in place
to grow with and above the market. The Group is targeting regional
developments in the refit market by continuing to engage and enter
into new agreements with shipyards, further strengthening our
market position.
The Group aims to increase its market share in new build through
an organic growth strategy. The board believes that being a listed
group provides reassurance to shipyards due to the scale and
security of the Group and provides confidence to them regarding the
risk of awarding these large contracts.
In the USA, we are particularly excited about the potential of
the newly refurbished Savannah Yacht Center in Georgia ("SYC"). GYG
entered into a memorandum of understanding with SYC in August 2016
to establish a new painting facility to cater for superyacht refit
projects. Whilst GYG already has bases in Fort Lauderdale and West
Palm Beach, these facilities are mainly servicing yachts up to 70
metres therefore SYC opens up the 70+ metre US market. Post period
end, the Group's US subsidiary, Pinmar USA, won the first
significant refit project on a circa 70 metre Dutch-built
superyacht which has started this month and will run for
approximately 14 weeks. Management anticipates SYC to form a major
part of the US growth strategy as this shipyard capacity comes
fully on stream in Q3 2018.
The Board has further targeted improvements to gross margins
which are underpinned by a programme of management initiatives to
improve production processes and internal systems. As a Group, we
will continue to invest in technological, operational and our human
resource development which will contribute to margin improvement as
well as preserving the market leadership status of our portfolio of
brands.
Finally, the Board continues to evaluate earnings enhancing
acquisitions to increase market share and enable expansion into new
geographic markets or new complementary services to support the
Group's long-term strategy.
DIVISIONAL REVIEW
GYG is a market leading superyacht painting, supply and
maintenance company offering its services globally through
operations in the Mediterranean, Northern Europe and the USA. The
Company's brands include Pinmar, Rolling Stock, Pinmar Supply,
Pinmar USA, Techno Craft and ACA Marine. GYG's operations are
separated into two divisions, coating and supply.
The AIM IPO has certainly raised the profile of the Group
providing a platform to engage directly with significant industry
participants whilst giving corporate credibility and additional
certainty to existing and potential clients. This has enabled the
Group to continue growing market share in a growing market. In
particular, the management team has a strategic focus on new build
where it is looking to increase GYG's market share as that market
itself continues to expand.
COATING DIVISION
This division, consisting of the refit and new build markets,
performed very well in 2017 with revenue increasing 16.7% to
EUR53.7m (FY16 EUR46.0m). This performance is underpinned by the
industry trend of increasing average vessel size (44% growth in the
last 11 years), resulting in a larger surface area to be treated.
Particularly pleasing has been the 20% growth in revenue of the
Group's scaffolding company, Techno Craft.
With the recent contract win of a 117 metre new build in Norway
and several large refit projects being carried out in new
locations, the division is expanding its market share outside Spain
while strengthening the Group's reputation as a company that can
achieve vast scopes of high quality work in short time frames.
Importantly, the strong results in this division were achieved
despite the challenges witnessed in the second half such as the
hurricanes in the USA which not only interrupted production for a
short period, but also disrupted normal cruising and refit
patterns.
Refit includes repainting and finishing of superyachts, normally
as part of a refit programme, and its revenues also include
scaffolding, containment and the removal of fittings undertaken by
the Techno Craft business.
A key driver of our business is that superyachts require a major
survey and service every five years to comply with certain class
regulations, maritime laws and insurance requirements. In addition,
our strong warranty and network of relationships with shipyards
supports strong repeat business enhancing revenue security.
GYG operates four brands in the refit sector each targeting
specific regional markets and segments. Pinmar is the market
leading brand focused on the large motor superyachts across all
European refit locations. Pinmar USA is the leading brand on the
East Coast of the USA, predominantly servicing the motor yacht
market. Rolling Stock has its core in the sailing superyacht sector
and specialises in metallic and performance coatings in Europe. ACA
Marine, the Group's most recent acquisition, is a regional brand
focusing on the 40+ metre market in France.
GYG increased the scope of its refit network in 2017, signing
commercial agreements with major refit shipyards in the USA and
Italy which will facilitate the planned regional growth in 2018, as
stated at IPO. The Group also expanded its field sales force to
service the enlarged network, implementing a tailored CRM system to
manage the sales process.
New Build covers the fairing and painting of new vessels as part
of the build process and represents a significant growth
opportunity for the Group.
2017 new build revenues were strong with the Group undertaking
major projects in Holland, Germany and the USA. The fairing and
painting of a new, large (70+ metre) superyacht will typically take
8-12 months, with the largest (150+ metre) vessels taking longer.
Correspondingly, such major individual projects produce substantial
and consistent revenues over a prolonged period contributing to the
annual sales of the coating division.
Historically, GYG has been successful in winning major contracts
to fair and finish iconic new build projects through its strong
relationships with existing superyacht owners and their
representatives. However, the paint contracts for the majority of
the 50-70 metre new build projects are awarded by the shipyards to
their long standing preferred local suppliers, hence GYG's
relatively low market share of 6% in this high value segment. One
of the strategic drivers of the IPO was to further penetrate this
sizeable market segment to drive the future growth of our new build
operations. We are confident that we will be able to demonstrate to
the leading new build yards in Holland, Germany and Italy that we
can add value and reduce risk through our industry leading quality,
production efficiency, project management protocols and global
after sales service.
Post period end, we signed a Letter of Intent ("LOI") with the
owner of 'REV 182', the world's largest research and expedition
vessel currently under construction. The 182 metre vessel, which is
scheduled to be started in 2019 and delivered in 2020, will be
contracted to the Group's Rolling Stock division and the order
includes the supply and application of the exterior filler and
paint system for specified exterior areas of the vessel.
This is the third explorer vessel of this type that GYG has been
contracted to work on in the last two years, further establishing
the Group as the specialist in this type of market. The works are
scheduled to commence in 2019, strengthening the order book and
providing a good visibility of income for the Group.
SUPPLY DIVISION
The supply business operates through three distinct sales
channels, namely retail, trade and superyacht provisioning.
The Supply division delivered revenues of EUR8.9m, up 4.2% on
FY16 (EUR8.6m). The retail turnover was in line with the previous
year while the division's growth came from the increased volumes
through the trade accounts and the expansion of yacht
provisioning.
OPERATIONAL REVIEW
During 2017, we completed a review of our production processes
and have started to implement a number of quality, efficiency and
productivity initiatives aimed at improving gross margins and
reducing fixed costs. We expect to see the early benefits of these
programmes over the course of 2018.
Through the Pinmar brand, GYG continues to lead the industry in
terms of the delivery of quality standards. The Pinmar Standard was
the first empirically based superyacht paint standard introduced to
the industry in 2011, revolutionising the approach to the
inspection and acceptance of paint works. In 2018, GYG launched the
Pinmar Standard 2.0, an updated version of the standard which
incorporates the expanded range of paint manufacturers and products
available in the market today.
The Group continues to innovate and invest in new application
technology, leveraging its close relationship with all of the main
superyacht paint manufacturers. Its adoption and industry
development of electrostatic top-coat application is delivering
significant time, quality and environmental benefits, further
asserting the Group's industry leadership.
GYG continues to develop its Human Resources function with a
structured in-house programme of skills development aimed at
expanding the coating division production capacity. We continue to
strengthen our management team through strategic recruitment,
bringing a mix of industry experience and related business
expertise.
We continue to improve our business processes, systems and
infrastructure to support the growth and improve efficiency of the
Group. In 2017, we implemented a new production application
software to provide greater visibility and control over production
activity, and a sales CRM system that provides data on the
worldwide fleet of 5,700 superyachts and facilitates the management
of the marketing and sales process. This has further improved our
ability to forecast upcoming yacht refits and has provided our
managers with a more efficient approach to marketing at the
appropriate time before a refit.
MARKET DEVELOPMENTS
The superyacht new build and refit painting market continues to
exhibit consistent growth of approximately 6% per annum driven
primarily by the refit market which, as previously mentioned,
requires regular maintenance programmes. The new build market,
particularly the larger superyacht segment (70+ metre), has been
fuelled by the continued growth in the number of worldwide
billionaires, (estimated 9% CAGR to 2020) and continues to report
growing order books and deliveries through 2020, indicating further
new build painting and a growing fleet requiring refit.
We have noted the continuing increase in the size of vessels
being produced and the demands this places on the global refit
shipyard infrastructure. There are a limited number of yards with
the infrastructure required to service the growing number of 100+
metre mega-yachts and GYG is well positioned with these yards to
complete such orders. Time is a precious factor in the refit of
these larger vessels as owners want access to their vessels or the
ability to hire out during the main cruising season. The Group's
technical leadership and unrivalled experience in repainting the
largest yachts to the highest industry standards, meeting clients
demanding timescales, further accentuates our competitive
advantage.
OUTLOOK
The Group is well positioned in each of its core markets and the
management team is focused on delivering the key objectives of
revenue growth and margin improvement. The Group's outlook for 2018
is positive with significant growth expected in the refit sector
alongside further new build market penetration.
Remy Millott
Chief Executive Officer
18 April 2018
FINANCIAL REVIEW FOR THE YEARED 31 DECEMBER 2017(5)
During the year ended 31 December 2017, the Company continued to
focus on organic revenue growth through expanding shipyard and
client relationships for the Coating division and an increasing
offering for the Supply division.
The Company, during this time, also prepared for an IPO of its
shares on AIM which was successfully completed on 5 July 2017. The
Company issued 6.9m new shares at a placing price of 100p (the
"Placing Price"), raising gross proceeds of GBP6.9m. GYG used the
funds principally to settle shareholder loan notes and related
interest, advisor fees and expenses in relation to the IPO.
The Board believes that the flotation on AIM has increased the
Company's overall reputation and profile, broadened and
strengthened GYG's shareholder base, and has provided the Company
with the ability to incentivise key employees and to use AIM quoted
shares as currency for potential future acquisitions.
Financial performance
Year ended
31 December 2017 Coating Supply Total reportable segments
EUR000 EUR000 EUR000
Revenue 53,713 8,925 62,638
======== ======= ==========================
Adjusted EBITDA 6,219 972 7,191
-------------------- -------- ------- --------------------------
Combined twelve-month period
ended
31 December 2016 (5) Coating Supply Total reportable segments
EUR000 EUR000 EUR000
Revenue 46,023 8,568 54,591
======== ======= ==========================
Adjusted EBITDA 5,959 726 6,685
------------------------------- -------- ------- --------------------------
Consolidated ten-month
period ended 31 December
2016 (5) Coating Supply Total reportable segments
EUR000 EUR000 EUR000
Revenue 37,292 7,161 44,453
======== ======= ==========================
Adjusted EBITDA 4,817 587 5,404
---------------------------- -------- ------- --------------------------
5) The financial information for the ten-month period ended 31
December 2016 is the trading period for GYG plc (former Global
Yachting Group Limited) since its incorporation date in February
2016, starting trading on 4 March 2016, to 31 December 2016. As
consequence the financial information for the twelve-month period
ended 31 December 2017 is not directly comparable with that of the
ten-month period ended 31 December 2016. To aid comparison to the
twelve-month period ended 31 December 2017 (referred to "FY16"), we
have set out above the comparative financial information for the
twelve-month period ended 31 December 2016, as well as the ten
month information (below). The comparative financial information
for the twelve month period ended 31 December 2016 is the
combination of:
- The consolidated financial information of Hemisphere Yachting
Services, S.L.U. and its subsidiaries for the period from 1 January
2016 to 3 March 2016 (the period until the acquisition by Global
Yachting Group Limited); and,
- The consolidated financial information of Global Yachting
Group Limited for the period from 4 March 2016 to 31 December
2016.
Revenue in the year ended 31 December 2017 increased 14.7% to
EUR62.6m (FY16: EUR54.6m) with 16.7% growth in the coating
division, reflecting strong performances in new build, scaffolding
and containment, and 4.2% growth in the Supply division in 2017.
Our Refit division recorded high turnover in the first and second
quarters, however the third quarter Refit programme was affected by
the multiple hurricane disruption to seasonal cruising patterns
causing delays to major projects which led to a softening of
revenues in the second half of the year. Refit recovered in the
fourth quarter, and the Group are seeing the project deferrals
starting to flow through into the order book during 2018.
Operating expenses before share option charges and exceptional
items were EUR57.3m in the year (FY16: EUR50.1m). The increase in
operating costs predominantly reflects higher direct manpower,
materials and other operating expenses in line with the increased
turnover.
With a gross profit margin across the Group of 27%, and adjusted
EBITDA margin of 11.5%, we achieved adjusted EBITDA of EUR7.2m in
the year (FY16: EUR6.7m); where the main contribution to this
growth came from the new build division.
The Group delivered operating profit of EUR1.4m which includes
EUR3.9m of exceptional items, mainly related to professional fees
and other related fees arising in connection with the IPO and the
acquisition of ACA Marine, the coating business located in the
South of France. This was against a FY16 comparator of EUR1.9m
which included EUR2.6m of exceptional items, mainly related to
transaction fees in connection with the acquisition of Hemisphere
Yachting Services, S.L.U. which was completed on 3 March 2016.
.
Financial expenses of EUR0.9m (FY16: EUR0.9m) related primarily
to interest on the syndicated loan and loan notes (both signed in
March 2016).
Earnings per share and dividends
Net loss for the year was EUR0.4m (2016: profit EUR0.1m). Loss
per share was EUR0.01 (FY16: earnings of EUR0.01 per share) and
adjusted basic earning per share was EUR0.14 (FY16: EUR0.31 per
share).
Basic earnings/(losses) per share are calculated by dividing net
profit / (loss) for the year attributable to the Group (i.e. after
tax and non-controlling interests) by the weighted average number
of shares outstanding during that year.
Diluted earnings/(losses) per share have been calculated on a
similar basis taking into account dilutive potential shares under
the agreements disclosed in note 24 of the consolidated financial
statements.
Adjusted basic earnings per share are presented to eliminate the
effect of the exceptional items, amortisation of intangible assets
and performance share plan costs (considering the tax effect of
these adjustments).
Combined Twelve-month
period ended Ten-month
Year ended 31 December period ended
31 December 2016 31 December
2017 2016
-------------- ------------------------ ---------------
(Losses) / earnings
for the period attributable
to shareholders (EUR000) (349) 72 (926)
-------------- ---------------
Weighted average number
of shares 30,091,248 12,167,499 12,167,499
Basic (losses) / earnings
per share (EUR) (0.01) 0.01 (0.08)
============== ======================== ===============
Adjusted basic earnings
per share (EUR) 0.14 0.31 0.22
============== ======================== ===============
Dilutive weighted
average number of
shares 30,460,009 12,167,499 12,167,499
-------------- ------------------------ ---------------
Diluted (losses)
per share (EUR) (0.01) 0.01 (0.08)
============== ======================== ===============
Adjusted diluted earnings
per share (EUR) 0.13 0.31 0.22
============== ======================== ===============
As stated in the Admission Document published at the time of the
IPO, the Board's intention is to implement a progressive dividend
policy in line with the growth in future earnings, subject to the
discretion of the Board and to the Company having sufficient
distributable reserves. For the year ended 31 December 2017 (being
the first financial period end as an AIM quoted company), the Board
recommends a total dividend for the year of 3.2 pence per ordinary
share. This reflects an annualised dividend yield of 6.4%
(calculated on the Placing Price) pro-rated for the period for
which the Company has been AIM quoted before its financial year end
(approximately six months).
Financial position
Cash and cash equivalents totalled EUR6.2m at 31 December 2017,
on par compared to EUR6.2m at 31 December 2016 and a stronger
balance sheet having repaid EUR4.3m of loan notes and accrued
interest on Admission, bringing the total net debt position to
EUR6.7m at 31 December 2017 (FY16: EUR10.4m)
Total assets on the balance sheet were EUR52.7m as at 31
December 2017, compared to EUR43.8m as at 31 December 2016
reflecting the acquisition in France and the investment in
scaffolding.
Total liabilities were EUR35.4m (FY16: EUR32.5m) after the
repayment of the above-mentioned loan notes on the 5 July 2017 and
total borrowings stood at EUR12.9m as at 31 December 2017 (FY16:
EUR16.7m).
Cash flow
Net cash from operating activities was EUR0.4m for the year
(FY16: EUR3.3m) significantly impacted by the exceptional items.
Net cash used in investing activities was EUR2.2m mainly
corresponding to the ACA Marine acquisition in March and
significant capex investments in terms of scaffolding (cash from
investing activities in 2016: EUR0.6m) and net cash from financing
activities was EUR1.7m primarily arising from the gross proceeds of
the placing on Admission that were used to partially offset the
fees and expenses in relation to the IPO and the settlement of the
pre-existing shareholders loan notes and accrued interests on
Admission (FY16: EUR1.7m). Overall net cash inflow for the year was
EUR0.0m (FY16: net cash inflow of EUR2.9m).
Consolidated statement of comprehensive income
For the year ended 31 December 2017
Period from 11 February
Year ended 2016 to
31 December 2017 EUR 000 31 December 2016
Note EUR 000
-------------------------- --------------------------
Continuing operations
Revenue 3 62,638 44,453
Operating costs (61,235) (43,680)
Adjusted EBITDA 7,191 5,404
Depreciation and
amortisation (1,822) (2,133)
Performance share plan (67) -
Exceptional items 4 (3,899) (2,498)
--------------------------- ------- -------------------------- --------------------------
Operating profit 1,403 773
Finance costs - net (879) (839)
Profit / (Loss) before
tax 524 (66)
-------------------------- --------------------------
Tax 5 (908) (860)
(Loss) for the period (384) (926)
-------------------------- --------------------------
Items that may be
reclassified
subsequently
to profit or loss:
Exchange differences
on translation of
foreign operations (96) 28
Total comprehensive loss
for the period (480) (898)
=========================== ============================== ==============================
Loss for the period
attributable to:
Owners of the company (349) (926)
Non-controlling
interest (35) -
Total comprehensive loss for the period
attributable to:
Owners of the company (445) (898)
Non-controlling
interest (35) -
Loss per share (EUR) 6
From continuing
operations
Basic (0.01) (0.08)
Diluted (0.01) (0.08)
-------------------------- --------------------------
Consolidated balance sheet
As at 31 December 2017
2017 2016
ASSETS Note EUR 000 EUR 000
--------------------------------- --------- ---------
Non-current assets
Goodwill 7 9,292 8,704
Other intangible assets 12,720 12,552
Property, plant and equipment 8,352 5,983
Other financial assets 1,621 1,620
Deferred tax assets 601 276
Total non-current assets 32,586 29,135
---------------------------------- --------- ---------
Current assets
Inventories 3,067 2,068
Trade and other receivables 10,848 6,345
Cash and cash equivalents 6,236 6,207
Total current assets 20,151 14,620
---------------------------------- --------- ---------
Total assets 52,737 43,755
================================== ========= =========
2017 2016
LIABILITIES Note EUR '000 EUR '000
---------------------------------------- ---------- ----------
Current liabilities
Trade and other payables (16,393) (9,984)
Borrowings 8 (3,278) (2,107)
Provisions (304) (615)
Derivative financial instruments (16) (38)
Total current liabilities (19,991) (12,744)
----------------------------------------- ---------- ----------
Net current assets 160 1,876
----------------------------------------- ---------- ----------
Non-current liabilities
Borrowings 8 (9,638) (14,547)
Deferred tax liabilities (3,952) (3,894)
Long-term provisions (819) (1,300)
Other financial liabilities (964) -
Total non-current liabilities (15,373) (19,741)
----------------------------------------- ---------- ----------
Total liabilities (35,364) (32,485)
========================================= ========== ==========
Net assets 17,373 11,270
========================================= ========== ==========
EQUITY
---------------------------------------- ---------- ----------
Share capital 106 122
Share premium 7,035 12,046
Retained earnings 10,716 (926)
Translation reserve (68) 28
Capital redemption reserve 114 -
Share based payment reserve 159 -
---------------------------------------- ---------- ----------
Equity attributable to owners of the
company 18,062 11,270
----------------------------------------- ---------- ----------
Non-controlling interest 274 -
Put option reserve (963) -
Total equity 9 17,373 11,270
========================================= ========== ==========
Consolidated statement of changes in equity
For the year ended 31 December 2017
Capital Share Non-controlling Put
Share Share Retained Translation redemption based interests option TOTAL
capital premium earnings reserves reserve payment Total EUR 000 reserve EQUITY
EUR 000 EUR 000 EUR 000 EUR 000 EUR 000 reserve EUR EUR 000 EUR
EUR 000 000 000
Balance at 11 - - - - - - - - - -
February 2016
========= ========= ========== ============= =========== ======== ======= ================ ======== ========
Issue of share
capital 122 12,046 - - - - 12,168 - - 12,168
Total
comprehensive
(loss) for the
period - - (926) 28 - - (898) - - (898)
--------- --------- ---------- ------------- ----------- -------- ------- ---------------- -------- --------
Balance at 31
December 2016 122 12,046 (926) 28 - - 11,270 - - 11,270
========= ========= ========== ============= =========== ======== ======= ================ ======== ========
Issue of share
capital 98 7,901 (79) - - - 7,920 - - 7,920
Costs related
to issue of
share capital - (842) - - - - (842) - - (842)
Reduction of
share premium - (12,070) 12,070 - - - - - - -
Acquisition of
subsidiary - - - - - - - 309 (963) (654)
Share buy back (114) - - - 114 - - - - -
Credit to
equity for
share based
payments - - - - - 159 159 - - 159
Total
comprehensive
loss for the
period - - (349) (96) - - (445) (35) - (480)
--------- --------- ---------- ------------- ----------- -------- ------- ---------------- -------- --------
Balance at 31
December 2017 106 7,035 10,716 (68) 114 159 18,062 274 (963) 17,373
========= ========= ========== ============= =========== ======== ======= ================ ======== ========
Consolidated cash flow statement
For the year ended 31 December 2017
Period from 11 February 2016 to
31 December 2016
2017 EUR 000
Note EUR 000
---------- --------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES (I) 10 428 4,512
=========================================================== ========== ================================
- Purchase of intangible assets (48) -
- Purchase of property, plant and equipment (1,144) (493)
- Proceeds from disposal of property, plant and
equipment 5 32
- Acquisition of subsidiary (1,053) (7,702)
CASH FLOWS USED IN INVESTING ACTIVITIES (II) (2,240) (8,163)
=========================================================== ========== ================================
- Proceeds from bank borrowings 500 2,670
- Payment of costs incurred to issue shares (842) -
- Proceeds on issue of shares 7,920 8,090
- Repayment of borrowings (5,889) (902)
CASH FLOWS FROM FINANCING ACTIVITIES (III) 1,689 9,858
=========================================================== ========== ================================
Effect of foreign exchange rate changes (IV) 152 -
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
(I+II+III+IV) 29 6,207
=========================================================== ========== ================================
Cash and cash equivalents at the beginning of the period 6,207 -
Cash and cash equivalents at the end of the period 6,236 6,207
SELECTED NOTES TO THE FINANCIAL INFORMATION
1. General information
GYG plc (hereinafter the "Company") was incorporated on 11
February 2016, as a private company limited by shares, as Dunwilco
2016 Limited under the United Kingdom Companies Act 2006.
Subsequently, on 21 May 2016, the Company's corporate name was
changed to Global Yachting Group Limited, on 25 May 2017 to GYG
Limited, on 22 June 2017 the Company re-registered as a public
limited company and on 5 July 2017 the Company completed an Initial
Public Offering ("IPO") and was admitted to the AIM Market of the
London Stock Exchange (see note 9). The address of the registered
office is Cannon Place, 78 Cannon Street, London EC4N 6AF, United
Kingdom.
The principal activity of the Group is superyacht painting,
supply and maintenance, offering services globally through
operations in the Mediterranean, Northern Europe and the United
States.
These consolidated financial statements are presented in Euro
which is the currency of the primary economic environment in which
the Group operates.
2. Significant accounting policies
2.1. Basis of preparation
The financial information set out above does not constitute the
company's statutory accounts for the years ended 31 December 2017,
but is derived from those accounts. Statutory accounts for 2016
have been delivered to the Registrar of Companies and those for
2017 will be delivered following the company's annual general
meeting. The auditors have reported on those accounts: their
reports were unqualified, did not draw attention to any matters by
way of emphasis and did not contain statements under s498(2) or (3)
of the Companies Act 2006.
While the financial information included in this results
announcement has been prepared in accordance with the recognition
and measurement criteria of International Financial Reporting
Standards (IFRSs), this announcement does not itself contain
sufficient information to comply with IFRSs. The Company expects to
publish full financial statements that comply with IFRSs in May
2018.
Comparative information
The financial information for the ten-month period ended 31
December 2016 is the trading period for GYG plc (former Global
Yachting Group Limited) since its incorporation date in February
2016, starting trading on 4 March 2016, to 31 December 2016. As
consequence the financial information for the twelve-month period
ended 31 December 2017 is not directly comparable with that of the
ten-month period ended 31 December 2016.
2.2. Going concern
The Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the
foreseeable future. The Directors have considered the Company
forecasts and projections, taking account of reasonably possible
changes in trading performance and the current economic
uncertainty, and are satisfied that the Group should be able to
operate within the level of its current facilities. Further, the
Directors have reviewed the terms of the underlying agreements,
including a review of forecast compliance with loan covenants, and
are satisfied that these terms will be met for a period of no less
than twelve-months from the date of this announcement. Accordingly,
they have adopted the going concern basis in preparing this
announcemet.
3. Business segments
The Groups reportable segments are determined by the internal
reporting regularly provided to the Group's Chief Operating
Decision Maker. The Chief Operating Decision Maker, who is
responsible for allocating resources and assessing performance of
the operating segments, has been identified as the Board of
Directors.
The Board of Directors has determined that, based on the Group's
management and internal reporting structure, the Group has two
reportable segments, Coating - the provision of painting and other
finishing services to yachts and superyachts and Supply - the
distribution of yachting supplies to trade and other customers.
3.1. Segment revenues and results
Segment information about the above businesses is presented
below for the period ended 31 December 2017 and 2016:
Year ended 31 December 2017
Total reportable
Coating Supply segments
-------- ------- -----------------
EUR000 EUR000 EUR000
Revenue 53,713 8,925 62,638
======== ======= =================
Gross profit 15,022 1,970 16,992
======== ======= =================
Adjusted EBITDA 6,219 972 7,191
Depreciation and amortisation (1,822)
Performance share plan (67)
Exceptional items (3,899)
Operating Profit 1,403
Finance costs (879)
Profit before tax 524
=================
Ten-month period ended 31 December 2016
Total reportable
Coating Supply segments
-------- ------- -----------------
EUR000 EUR000 EUR000
Revenue 37,292 7,161 44,453
======== ======= =================
Gross profit 10,436 1,382 11,818
======== ======= =================
Adjusted EBITDA 4,817 587 5,404
Depreciation, and amortisation (2,133)
Exceptional items (2,498)
Operating Profit 773
Finance costs (839)
Profit before tax (66)
=================
Segment results include items directly attributable to a segment
as well as those that can be allocated on a reasonable basis.
Revenues from external customers attributed to the group's
country of domicile and attributed to foreign countries from which
the group derives revenue is presented below.
Ten-month
Year ended period ended
31 December 31 December
2017 2016
-------------- ---------------
EUR000 EUR000
-------------- ---------------
Spain 34,025 27,431
United Kingdom 350 1,365
Rest of Europe 21,376 7,950
Rest of World 6,887 7,707
62,638 44,453
============== ===============
4. Exceptional Items
The following table provides a breakdown of exceptional
items:
Ten-month
Year ended period ended
31 December 31 December
2017 2016
------------- --------------
EUR000 EUR000
------------- --------------
Transaction fees (3,899) (2,565)
Restructuring costs - (50)
Recovery of irrecoverable
debtors - 117
(3,899) (2,498)
============= ==============
Transaction fees for the year ended 31 December 2017, are mainly
related to professional fees and other fees arising in connection
with the IPO and acquisition of ACA, SAS (note 11). Transaction
fees for the period ended 31 December 2016, were mainly related to
professional fees and other fees arising in connection with the
acquisition of Hemisphere Yachting Services, S.L.U. (note 11).
Exceptional provision for recovery of trade receivables of
EUR368 thousand were provided for in 2015, with the subsequent
recovery of EUR117 thousand of these receivables in 2016 also
recorded as an exceptional item.
5. Tax recognised in profit or loss
Ten-month
Year ended period ended
31 December 31 December
2017 2016
------------- --------------
EUR000 EUR000
------------- --------------
Corporation Tax
Current year (1,120) (1,019)
Prior years (31) -
------------- --------------
(1,151) (1,019)
------------- --------------
Deferred tax
Timing differences 265 (1)
Tax losses (22) 160
------------- --------------
243 159
------------- --------------
(908) (860)
============= ==============
Spanish Corporation tax is calculated at 25% of the estimated
taxable profit for the year.
Taxation for other jurisdictions is calculated at the rates
prevailing in the respective jurisdictions.
The income tax expense for the year can be reconciled to the
accounting profit/(loss) as follows:
Ten-month
Year ended period ended
31 December 31 December
2017 2016
------------- --------------
EUR000 EUR000
------------- --------------
Profit/(loss) before
tax from continuing
operations 524 (66)
------------- --------------
Tax at the Spanish corporation
tax rate (25%) (131) 17
Overseas tax differences 12 (129)
Tax effect of expenses
that are not deductable
in determing tax profit (693) (608)
Other differences (118) (178)
Utilisation of previously
unrecognised losses 22 38
(908) (860)
------------- --------------
6. Earnings/(losses) per share - basic and diluted
From continuing operations
Basic earnings/(losses) per share are calculated by dividing net
profit / (loss) for the year attributable to the Group (i.e. after
tax and non-controlling interests) by the weighted average number
of shares outstanding during that year.
Diluted earnings/(losses) per share have been calculated on a
similar basis taking into account dilutive potential shares under
the agreements disclosed in note 24 of the consolidated financial
statements.
Adjusted basic earnings per share are presented to eliminate the
effect of the exceptional items, amortisation of intangible assets
and performance share plan costs (considering the tax effect of
these adjustments).
Ten-month
Year ended period ended
31 December 31 December
2017 2016
-------------- ---------------
(Losses) for the period
attributable to shareholders
(EUR000) (349) (926)
Weighted average number
of shares 30,091,248 12,167,499
Basic (losses) per
share (EUR) (0.01) (0.08)
============== ===============
Adjusted basic earnings
per share (EUR) 0.14 0.22
============== ===============
Dilutive weighted
average number of
shares 30,460,009 12,167,499
-------------- ---------------
Diluted (losses) per
share (EUR) (0.01) (0.08)
============== ===============
Adjusted diluted earnings
per share (EUR) 0.13 0.22
============== ===============
At 31 December 2016 the Group had no convertible securities and
therefore diluted earnings per share were the same as basic
earnings per share.
7. Goodwill
Goodwill
---------
EUR000
---------
Cost
At 11 February 2016 -
Acquired on business
combination (note 11) 8,704
---------
At 31 December 2016 8,704
Acquired on business
combination (note 11) 710
Exchange differences (122)
---------
At 31 December 2017 9,292
=========
Carrying amount
At 31 December 2017 9,292
=========
At 31 December 2016 8,704
=========
At 11 February 2016 -
=========
Goodwill acquired in a business combination is allocated, at
acquisition, to the cash generating units (CGUs) or group of units
that are expected to benefit from that business combination. The
carrying amount of goodwill had been allocated as follows:
31 December 31 December
2017 2016
------------ ------------
EUR000 EUR000
------------ ------------
Coating 8,444 7,856
Supply 848 848
9,292 8,704
============ ============
The Group tests goodwill annually for impairment, or more
frequently if there are indications that goodwill might be
impaired. Determining the recoverable amount of goodwill requires
the use of estimates by management.
The recoverable amount is the higher of the fair value minus the
costs of selling and its value in use. The Group uses cash -flow
discounting methods to determine such amounts.
The discounted cash-flows are calculated based on 3-year
projections of the budgets approved by the management. These
cash-flows consider past experience and represent the best estimate
of management on future market developments and Group
performance.
The key assumptions for determining the fair value minus costs
of selling and value in use include the weighted average cost of
capital, which has been estimated at 11.8% for the goodwill
registered and a long-term growth rate of 1.0% per cent for each of
the Coating and Supply segments. These estimates, including the
methodology used, may have a significant impact on the registered
values and impairment losses. Management has concluded that the
estimated growth rate used does not exceed the average long-term
growth rate for the relevant markets where the group operates
(Europe and USA).
According to the impairment test carried out at year-end, there
are no impairment losses on the registered goodwill.
8. Borrowings
31 December 31 December
2017 2016
------------ ------------
EUR000 EUR000
------------ ------------
Syndicated loan 10,478 12,323
Capitalised costs -
net (-) (697) (646)
Revolving credit facility 500 -
Shareholders' loan
notes (Note 8) - 4,196
Finance lease liabilities 2,635 774
Other financial liabilities - 7
Total borrowings 12,916 16,654
============ ============
Amount due for settlement
within 12 months 3,278 2,107
============ ============
Amount due for settlement
after 12 months 9,638 14,547
============ ============
8.1 Summary of the borrowing arrangements
Syndicated loan -
On 3 March 2016, the Group subsidiary, Hemisphere Coating
Services, S.L., signed a syndicated loan agreement with three
financial institutions for a total amount of EUR13,707 thousand
expiring on March 2021. This syndicated loan is guaranteed by
certain of the Group subsidiaries and consists of two different
facilities:
-- Facility A: loan for a total amount of EUR9,180 thousand with
biannual maturities of EUR918 thousand until expiration on March
2021 since the beginning of the contract.
-- Facility B: loan for a total amount of EUR4,000 thousand of
euros maturing at the end of the contract.
Both facilities bear interest at EURIBOR +3%.
Additionally, the loan includes a revolving credit facility
which limit amounts to EUR527 thousand with biannual maturities
coinciding with those for the facility A. It bears interest at
EURIBOR + 3%.
In March 2016, the Group entered into this syndicated loan with
the primary purpose of financing the dividends to be paid to former
shareholders at the time, refinancing the indebtedness of the Group
and financing any costs and expenses incurred in relation to this
transaction.
The loan requires compliance with certain financial covenants
measured biannually at 30 June and 31 December each year. At 31
December 2017 and 2016 the Group has achieved the financial
covenants required by the syndicated loan.
Shareholders' loan notes -
On the 23 June 2017 the shareholders approved the repayment of
the total amount of the Investor Loan Notes immediately following
Admission of the Company to AIM.
8.2. Obligations under finance leases
As of 31 December 2017, the Group has the following minimum
lease payments due to lessors (including, where applicable, the
purchase options) in accordance with current contracts in place,
without taking into account the impact of common expenses, future
CPI increases, nor future contractual rents updates:
Present value of minimum lease Present value of minimum lease
payments payments
------------------------------------- -------------------------------------
As at As at
31 December 2017 31 December 2016
------------------------------------- -------------------------------------
EUR000 EUR000
Amounts payable under
finance leases:
Within one year 890 210
In the second to fifth
years inclusive 1,745 564
2,635 774
===================================== =====================================
The financial lease contracts are formalized in euros and have
fixed interest rates in accordance with the financial market.
9. Equity
At 31 December 2016 the Company's share capital amounted to
EUR122 thousand, represented by 12,167,499 shares with a par value
of one cent of euro each all issued and fully paid. At 31 December
2016, 1,000 shares were not allotted.
On 12 May 2017 the Shareholders approved a special resolution to
cancel the share premium account which was subsequently confirmed
by the High Court of Justice on 15 May 2017. As a result, EUR12,070
thousand was transferred from the share premium account to retained
earnings.
On 21 June 2017 in order to list the Company on AIM the
Shareholders approved the following resolutions:
- The permission to the capitalisation of reserves and the
allotment of bonus shares amounted to EUR 20 thousand. The bonus
issue was funded by using distributable reserves.
- The issue of 2,231 bonus shares for each ordinary share in
proportion to their existing ownership using distributable reserves
amounted to EUR 62 thousand.
- The conversion of the 5 different classes of shares to a
combination of ordinary shares and deferred shares, as part of this
conversion no consideration was paid.
- The buy-back of deferred shares using capital contribution reserves amounted to
EUR114 thousand.
On the 5 July 2017 the Company was admitted to the AIM Market of
the London Stock Exchange. The Company received EUR7,891,695 from
the primary offering shares and 6,944,692 ordinary shares (with a
par value GBP0.002) and a share premium GBP6,944,692 (equivalent
euro value of EUR7,891 thousand) were created in GYG plc.
At 31 December 2017 the Company's share capital amounted to
EUR106 thousand represented by 46,640,000 ordinary shares with a
par value of GBP0.002, issued and fully paid up.
At 31 December 2017 the Group registered a share based payment
reserve amounting to EUR159 thousand based on the agreements
disclosed in note 22 of the consolidated financial statements.
10. Notes to the cash flow statement
Ten-month period ended
Year ended 31 December 2016
31 December 2017 EUR 000 EUR 000
=========================== =======================
Profit / (loss) for the period before tax 524 (66)
--------------------------- -----------------------
- Depreciation and amortisation 1,822 2,133
- Performance share plan 67 -
- Warrant 92 -
- Finance income (39) (6)
- Finance costs 906 845
- Exchange differences 5 28
- Losses on disposal of non-currents assets - (31)
Adjustments to (loss) / profit 2,853 2,969
--------------------------- -----------------------
- (Increase)/decrease in inventories (989) 4,241
- (Increase)/decrease in trade and other receivables (3,585) 121
- Increase/(decrease) in trade and other payables 3,818 (2,391)
- (Increase)/decrease in other assets and liabilities (792) 829
Changes in working capital (1,548) 2,800
--------------------------- -----------------------
- Interest paid (1,073) (437)
- Income tax paid (328) (754)
Other cash flows used in operating activities (1,401) (1,191)
--------------------------- -----------------------
CASH FLOWS FROM OPERATING ACTIVITIES 428 4,512
=========================== =======================
11. Acquisition of subsidiary/Business combination
31 December 2017
On 11 March 2017, the Group obtained control of ACA, SAS, GYG's
main competitor in France, by acquiring 70 per cent of its issued
share capital. ACA, SAS is a superyacht painting and finishing
company operating out of the South of France and was acquired with
the objective to drive growth in this region.
The amounts recognised in respect of the identifiable assets
acquired and liabilities assumed are as set out in table below:
EUR000
--------
Identifiable intangible assets 1,173
Other non-current assets 178
Deferred tax assets 370
Inventories 10
Trade and other receivables 176
Assets classified as held
for sale 742
Cash 376
Trade and other payables (1,572)
Liabilities directly associated
with assets classified as
held for sale (142)
Deferred tax liabilities (328)
Non-controlling interests (309)
--------
719
Goodwill 710
--------
Total consideration (satisfied
by cash) 1,429
Cash equivalents balances
acquired 376
Net cash flow 1,053
========
Additionally, the Group is party to certain agreements in
relation to the shares in ACA, SAS with SARL Atko, a company
controlled by Christopher Atkinson, who is also the general manager
and former majority shareholder of ACA, SAS:
a) ACA Marine UK is party to an initial agreement dated 11 March
2017 and modified on 12 December 2017 where an additional cash
consideration was agreed in relation with the transfer of the
industrial business and property owned by ACA, SAS to a company
controlled by Christopher Atkinson. The estimated additional
consideration for this matter amounts to EUR164 thousand.
b) Included in the above agreements a put and call option
agreement between ACA Marine UK and SARL Atko (further details of
which are set out below).
12. Post Balance sheets events
No events have occurred after 31 December 2017 that might
significantly influence the information reflected in these
financial statements.
Responsibility statement of the Directors in respect of the
annual financial report
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the company and the undertakings included in the consolidation
taken as a whole; and
-- the Directors' report includes a fair review of the
development and performance of the business and the position of the
issuer and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR IRMBTMBJBTFP
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April 18, 2018 02:00 ET (06:00 GMT)
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