RNS Number : 8686E
Leeds Group PLC
29 February 2024
 

Issued on behalf of Leeds Group plc                                                                           Embargoed: 7.00am

Date: 29 February 2024

 

 

Leeds Group plc 

("Leeds Group" or "the Group" or "the Company'') 

Unaudited Interim Results for the six months ended 30 November 2023

                                                  

The unaudited interim results of Leeds Group for the six months ended 30 November 2023 are presented as follows.

 

This announcement contains inside information for the purposes of UK Market Abuse Regulation and has been arranged for release by Jan G Holmstrom, Chairman. The Directors of the Company accept responsibility for the content of this announcement.

 

Enquiries: 

Leeds Group plc                                  Cairn Financial Advisers LLP 

Dawn Henderson - 01937 547877      Sandy Jamieson / Liam Murray - 020 7213 0880

 

 

Chairman's Statement 

 

The disposal was subject, inter alia, to the approval by Leeds Group shareholders at a general meeting and competition clearance from the German Cartel Office.  The Leeds Group shareholders approved the proposed sale at a general meeting held on 9 January 2024 and on 22 January 2024, the Company received confirmation that the German Cartel Office had cleared the transaction to proceed. The Company is currently waiting for the purchaser to complete the refinancing of the existing Hemmers loans in order for the proposed sale to be completed.  This is expected in March 2024. The assets of Hemmers have, therefore, been shown in the accounts as an asset held for sale and its operations have been classified as a discontinued operation.

Following the proposed sale, the Board will consider the future of the Group given the Group will be classed as an AIM Rule 15 Cash Shell. As such, the Company must make an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules within six months of Completion or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million) failing which the Ordinary Shares would then be suspended from trading on AIM pursuant to Rule 40 of the AIM Rules. Admission to trading on AIM would be cancelled six months from the date of suspension, should the reason for the suspension not have been rectified.

 

 

 

 

 

Jan G Holmstrom

Chairman

29 February 2024

 

 

 

 

Consolidated Statement of Comprehensive Income

for the six months ended 30 November 2023

 

 

Unaudited

6 months to 30 November 2023

Unaudited

6 months to 30 November 2022

Audited

Year to 31 May 2023

 

Continuing

operations

£000

Discontinued

operations

£000

Total

 

£000

Continuing

operations

£000

Discontinued

operations

£000

Total

 

£000

Continuing

operations

£000

Discontinued

operations

£000

Total

 

£000

 

Revenue

 

-

 

 11,042

 

 11,042

 

-

 

15,575

 

15,575

 

-

 

27,817

 

27,817

 

Cost of sales

 

-

            (8,413)

            (8,413)

 

-

 

(12,666)

 

(12,666)

 

-

 

(22,383)

 

(22,383)


 

 

 







Gross profit

-

2,629

2,629

-

2,909

2,909

-

5,434

5,434


 

 

 







Other income

-

-

-

-

75

75

-

171

171

Distribution costs

-

(743)

(743)

-

(1,363)

(1,363)

-

(2,203)

(2,203)


 

 

 







Impairment charge (note 5)

 

-

 

(4,487)

 

(4,487)

 

-

 

-

 

-

 

-

 

-

 

-

Gain on discontinued operation

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

138

 

 

138

Administrative costs

 

(215)

 

(1,951)

 

(2,166)

 

(88)

 

(1,576)

 

(1,664)

 

(229)

 

(3,820)

 

(4,049)

Total administrative costs

 

 

(215)

 

 

(6,438)

 

 

(6,653)

 

 

(88)

 

 

(1,576)

 

 

(1,664)

 

 

(229)

 

 

(3,682)

 

 

(3,911)


 

 

 







Operating (loss)/profit

 

(215)

 

(4,552)

 

(4,767)

 

(88)

 

45

 

(43)

 

(229)

 

(280)

 

(509)


 

 

 







Finance income/(costs)

 

103

 

(354)

 

(251)

 

103

 

(284)

 

(181)

 

208

 

 (592)

 

 (384)


 

 

 







(Loss)/profit before taxation

 

(112)

 

(4,906)

 

(5,018)

 

15

 

(239)

 

(224)

 

(21)

 

(872)

 

(893)


 

 

 







Taxation

-

-

-

-

113

113

-

53

53

 

 

 

 







(Loss)/profit for the period/year

 

(112)

  

(4,906)

  

(5,018)

 

15

 

(126)

 

(111)

 

(21)

 

(819)

 

(840)

 

 

 

 







Other comprehensive income for the period/year*

 

 

 

-

 

 

 

30

 

 

 

30

 

 

 

-

 

 

 

130

 

 

 

130

 

 

 

-

 

 

 

102

 

 

 

102

 

 

 

 







Total comprehensive (loss)/profit for the period/year attributable to the equity holders of the Company

 

 

 

 

 

 

 

(112)

 

 

 

 

 

 

 

(4,876)

 

 

 

 

 

 

 

(4,988)

 

 

 

 

 

 

 

15

 

  

 

 

 

 

 

4

 

  

 

 

 

 

 

19

 

 

 

 

 

 

 

(21)

 

 

 

 

 

 

 

(717)

 

 

 

 

 

 

 

(738)

 

 

 

 







 

 

 

 







Basic and diluted (loss)/profit per share

 

 

(0.4)p

 

 

(17.8)p

 

 

(18.2)p

 

 

0.1p

 

 

(0.5)p

 

 

(0.4)p

 

 

(0.1)p

 

 

(3.0)p

 

 

(3.1)p

 

*Other comprehensive income for the period/year relates it items that are or may be reclassified subsequently to profit or loss

Foreign operations - foreign currency translation differences

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Financial Position

at 30 November 2023


Unaudited

As at

30 November

2023

£000

Unaudited

As at

30 November

2022

£000

Audited

As at

31 May

2023

£000

Assets

 



Non-current assets




Property, plant and equipment

5,209

6,689

6,487

Right-of-use assets

-

173

207

Intangible assets

-

53

46

 

 



Total non-current assets

5,209

6,915

6,740


 



Current assets

 



Inventories

-

11,227

8,218

Trade and other receivables

17

3,472

3,199

Cash and cash equivalents

94

1,845

234

Assets held for sale (note 5)

8,169

-

-


 



Total current assets

8,280

16,544

11,651


 



Total assets

13,489

23,459

18,391

 

 



Liabilities

 



Non-current liabilities

 



Loans and borrowings

-

(697)

(544)

Lease liabilities

-

(953)

(112)

 

 



Total non-current liabilities

-

(1,650)

(656)

 

 



Current liabilities

 



Trade and other payables

(93)

(2,699)

(1,353)

Loans and borrowings

-

(7,279)

(5,502)

Lease liabilities

-

(635)

(97)

Provisions

(345)

-

(344)

Liabilities directly associated with the assets held for sale (note 5)

 

(7,600)

 

-

 

-


 



Total current liabilities

(8,038)

(10,613)

(7,296)

 

 



Total liabilities

(8,038)

(12,263)

(7,952)


 



TOTAL NET ASSETS

5,451

11,196

10,439

 

Capital and reserves attributable to

equity holders of the Company

 



Share capital

3,279

3,279

3,279

Capital redemption reserve

1,113

1,113

1,113

Foreign exchange reserve

2,182

2,180

2,152

(Accumulated losses)/retained earnings

(1,123)

4,624

3,895





TOTAL EQUITY

5,451

11,196

10,439

 

 

 

 

 

 

Consolidated Cash Flow Statement

for the six months ended 30 November 2023


Unaudited

6 months to

30 November

2023

£000

Unaudited

6 months to

30 November

2022

£000

Audited

Year to

31 May

2023

£000

 

Cash flows from operating activities

 



 

Loss for the period/year

(5,018)

(111)

(840)

Adjustments for:

 



Government assistance credit

-

-

(59)

Depreciation of property, plant and equipment

294

399

608

Depreciation of right-of-use assets

43

56

103

Amortisation of intangible assets

-

-

6

Impairment charge

4,487

-

-

Finance expense - interest on bank loans

248

153

347

Finance expense - interest on lease liabilities

3

28

37

Gain on sale of property

-

(138)

(142)

Loss on sale of right-of-use assets

-

-

3

Gain on discontinued operation, net of tax

-

-

(138)

Taxation credit

-

(113)

(53)

 

57

274

(128)

Changes in:

 



Inventories

(60)

947

2,744

Trade and other receivables

15

(1,169)

(404)

Trade and other payables

254

499

(101)

Cash generated from operating activities

266

551

2,111

Interest paid on bank loans

(248)

(153)

(347)

Interest paid on lease liabilities

(3)

(28)

(37)

Receipt from government grant

-

-

59

Taxation received/(paid)

-

28

(32)


 



Net cash from operating activities

15

398

1,754


 



Cash flows from investing activities

 



Acquisition of property, plant and equipment

(19)

(22)

(51)

Proceeds from sale of property, plant and equipment

86

517

521


 



Net cash generated from investing activities

67

495

470


 



Cash flows from financing activities

 



Proceeds from bank loans

-

1,515

-

Proceeds from bank loans disposed of

-

-

868

Repayment of bank loans

(165)

(150)

(539)

Repayment of lease liabilities

(45)

(542)

(661)


 



Net cash (used in)/generated from financing activities

(210)

823

(332)


 



Net (decrease)/increase in cash and cash equivalents

(128)

1,716

1,892

Cash and cash equivalents at beginning of period/year

234

126

126

Effect of movements in exchange rates on cash held

-

3

(3)

Cash and cash equivalents disposed of

-

-

(1,781)


 



Cash and cash equivalents at end of period/year

106

1,845

234


 



Cash and cash equivalents

94

1,845

234

Cash held in assets held for sale

12

-

-

Cash and cash equivalents at end of period/year

106

1,845

234


 



 

 

Consolidated Statement of Changes in Equity

for the six months ended 30 November 2023

 

Unaudited

Share capital

   

 

£000

Capital redemption reserve

 

£000

Foreign exchange reserve

       

£000

(Accumulated losses)/

retained earnings

£000

Total equity

 

 

£000







At 1 June 2023

3,279

1,113

2,152

3,895

10,439

Loss for the period

-

-

-

(5,018)

(5,018)

Other comprehensive income

-

-

30

-

30






 

At 30 November 2023

3,279

1,113

2,182

(1,123)

5,451

 

Unaudited

Share capital

   

 

£000

Capital redemption reserve

 

£000

Foreign exchange reserve

       

£000

(Accumulated losses)/

retained earnings

£000

Total equity

 

 

£000







At 1 June 2022

3,279

1,113

2,050

4,735

11,177

Loss for the period

-

-

-

(111)

(111)

Other comprehensive income

-

-

130

-

130






 

At 30 November 2022

3,279

1,113

2,180

4,624

11,196

 

Audited

Share capital

   

 

£000

Capital redemption reserve

 

£000

Foreign exchange reserve

       

£000

(Accumulated losses)/

retained earnings

£000

Total equity

 

 

£000

 






At 1 June 2022

3,279

1,113

2,050

4,735

11,177

Loss for the year

-

-

-

(840)

(840)

Other comprehensive income

-

-

102

-

102

 





 

At 31 May 2023

3,279

1,113

2,152

3,895

10,439

 

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

 

Reserve

Description and purpose

 


Capital redemption reserve

Amounts transferred from share capital on redemption of issued shares

Treasury share reserve

Cost of own shares held in treasury

Foreign exchange reserve

Gains/(losses) arising on retranslation of the net assets of overseas operations into sterling

(Accumulated losses)/retained earnings

Cumulative net gains/(losses) recognised in the consolidated statement of comprehensive income after deducting the cost of cancelled treasury shares

 


 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the Interim Results

for the six months ended 30 November 2023

 

1.  General information

 

Leeds Group plc is an AIM listed public company, limited by shares and incorporated in England and Wales under the Companies Act and its number is 00067863. The address of the registered office is Craven House, 14-18 York Road, Leeds, Wetherby, LS22 6SL.

 

The interim results for the six months ended 30 November 2023 and 30 November 2022 are unaudited. The interim financial statements have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards as adopted in the United Kingdom ("UK adopted IFRS") using the accounting policies and methods of computation that were applied when preparing the most recent financial statements for the year ended 31 May 2023. The Group has chosen not to comply with IAS 34 'Interim Financial Statement' in these interim financial statements.

 

The information presented for the year ended 31 May 2023 does not constitute the Company's statutory accounts but are extracted from the audited accounts. The financial statements for the year ended 31 May 2023 have been filed with the Registrar of Companies. The Independent Auditor's Report on the Annual Report and Financial Statements for the year ended 31 May 2023 was qualified on the basis that they were unable to obtain sufficient audit evidence in respect of the subsidiary KMR and its performance, as stated within the Consolidated Statement of Comprehensive Income under discontinued operations. Except for the qualification noted above the Independent Auditor's Report on the Annual Report and Financial Statements for the year ended 31 May 2023 did not contain a statement under section 498(2) of the Companies Act 2006 or section 498(3).

 

2.  Accounting policies

 

     Going Concern

When considering its opinion about the application of the going concern basis of preparation of the financial statements, the Directors have assumed that the proposed sale completes in March 2024.  They have also prepared other forecasts and sensitivities in case the proposed sale does not complete. Based on all scenarios, the Directors are of the opinion that it is appropriate to apply the going concern basis of preparation to the financial statements.

 

2.  Loss per share

     Ordinary shares of 12 pence each used in the calculation of earnings per share:


Unaudited

6 months to

30 November

2023

£000

Unaudited

6 months to

30 November

2022

£000

Audited

Year to

31 May

2023

£000

 

 



Number of shares (basic and diluted)

27,320,843

27,320,843

27,320,843

 

3.  Segmental information

 

Group external revenue

 

Unaudited

6 months to

30 November

2023

£000

Unaudited

6 months to

30 November

2022

£000

Audited

Year to

31 May

2023

£000

Discontinued operations

Hemmers

 

11,042

 

12,679

 

24,290

KMR

-

2,896

3,527


 



Group external revenue

11,042

15,575

27,817

 

 

 

 

Group loss before tax

Unaudited

6 months to

30 November

2023

£000

Unaudited

6 months to

30 November

2022

£000

Audited

Year to

31 May

2023

£000

Continuing operations

 



Holding company

(112)

15

(21)


 



Discontinued operations

 



Hemmers

(419)

(164)

(793)

Hemmers impairment charge (note 5)

(4,487)

-

-

KMR

-

(75)

(79)


(4,906)

(239)

(872)


 



Group loss before tax

(5,018)

(224)

(893)

 

Group net assets

 

Unaudited

As at

30 November

2023

£000

Unaudited

As at

30 November

2022

£000

Audited

As at

31 May

2023

£000

Continuing operations

 



Holding company

2,262

2,770

2,719


 



Discontinued operations

 



Hemmers

3,189

9,604

7,720

KMR

-

(1,178)

-

 

3,189

8,426

7,720

 

 



Group net assets

5,451

11,196

10,439

 

4.  Analysis of net bank debt

 


Unaudited

As at

30 November

2023

£000

Unaudited

As at

30 November

2022

£000

Audited

As at

31 May

2023

£000

 

 



Cash on demand and on short term deposit

 



Cash and cash equivalents

94

1,845

234

Cash held in assets for sale

12

-

-

Total cash on demand and on short term deposit

106

1,845

234

 

 



Loans and borrowings

 



Loans and borrowings

 



Current loans and borrowings

-

(7,279)

(5,502)

Non-current loans and borrowings

-

(697)

(544)


-

(7,976)

(6,046)

Liabilities associated with assets held for sale

 



Current loans and borrowings

(5,509)

-

-

Non-current loans and borrowings

(396)

-

-


(5,905)

-

-


 



Total loans and borrowings

(5,905)

(7,976)

(6,046)


 



Net bank debt at end of period/year

(5,799)

(6,131)

(5,812)

 

 

 

 

 

5Disposal subsidiary held for sale

 

     On 15 December 2023, the Board signed a conditional agreement to sell the entire share capital of Hemmers, its trading subsidiary in Germany. Accordingly, the net assets of Hemmers have been presented as a subsidiary held for sale in these financial statements and classified as a discontinued operation. The sale is expected to complete in March 2024.

 

Impairment

The proposed sale price for Hemmers is based on the net assets as at 30 November 2023 excluding freehold properties with a net book value of £5,209,000, and its intercompany loan with the holding company of £2,589,000 less an agreed discount of £4,487,000. The non-monetary assets of Hemmers as at 30 November 2023 have, therefore, been written down by the amount of the discount which has been allocated on a pro-rata basis.

 

Assets and liabilities of subsidiary held for sale

     At 30 November 2023, the subsidiary was stated at fair value and comprised the following assets and liabilities:

 

 

Unaudited

As at

30 November

2023

 £000

Assets held for sale

 

Plant and equipment

497

Right-of-use-assets

87

Intangible assets

23

Stock

4,372

Cash

12

Trade and other receivables

3,178

Assets held for sale

8,169


 

Liabilities associated with assets held for sale

 

Trade and other payables

(1,530)

Loans and borrowings

(5,905)

Lease liabilities

(165)

Liabilities associated with assets held for sale

  (7,600)


 

Net fair vale

569

 

6.  Forward-Looking Statements

 

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

 

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