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BCK - Blackstar Group SE - Interim results for the six months ended 30 June

Release Date: 23/09/2011 08:00
Code(s): BCK
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BCK - Blackstar Group SE - Interim results for the six months ended 30 June 2011 Blackstar Group SE Previously Blackstar Group PLC (Incorporated in England and Wales) (Company number SE 30) (registered as an external company with limited liability in the Republic of South Africa under registration number 2011/008274/10) Share code: BCK ISIN: GB00B0W3NL87 ("Blackstar" or "the Company") Blackstar Group SE: Interim results for the six months ended 30 June 2011 Directors` statement Highlights - Successful secondary listing on the Altx of the JSE Limited and capital raising of R100 million - Sale of subsidiary Ferro for GBP18.2 million, which will generate a return of 4.0 times money - Special dividend of GBP5.5 million to be declared Overview The six months to the end June have been a busy period of progress for Blackstar. We began the process of completing a secondary listing on the Altx of the JSE Limited which culminated in a capital raising and successful listing on 12 August 2011. Blackstar raised R100 million through the issue of new shares to South African investors as part of the secondary listing process. During the period under review, Blackstar reduced its exposure to the steel sector by selling its carbon steel division, Baldwins, out of KMG Steel Services Centres (Pty) Limited ("KMG") to Robor (Pty) Limited ("Robor") for an issue of 5% of the equity share capital in Robor. Robor has a solid market position and has remained profitable despite the downturn in the industrial sector in South Africa and is dividend paying. The Robor transaction has allowed a restructuring of the KMG group, including closure of the head office and a separation of the two remaining divisions, Global Roofing Solutions ("GRS") and Stalcor, into independent operating companies. This will allow Blackstar to separate our steel interests into three distinct companies: - Robor - South Africa`s largest tube and pipe manufacturer; - Global Roofing Solutions - the largest steel roofing and cladding company in South Africa; and - Stalcor - one of the three appointed distributors of stainless steel and aluminium in South Africa. GRS is a profitable and well managed business with attractive prospects in Southern Africa. Stalcor has struggled in the operating environment prevalent within the steel sector in South Africa due to the trading nature of its business. This trading environment has led to very tight working capital conditions, however we anticipate that the business should have stabilised by the end of 2011. Blackstar intends to exit from Stalcor in the short to medium term. Litha Healthcare Group Limited ("Litha"), in which Blackstar holds a 39% interest, continued to perform well over the period ended June 2011. During the past six months Litha completed a number of small acquisitions within the pharmaceutical sector which increased the critical mass in the Litha Pharma division. The business continues to trade well and recently announced its interim results where it had grown earnings per share by 57%. Blackstar, together with management, are currently looking at numerous acquisition opportunities for Litha. Annexure A provides a breakdown by investment of Blackstar`s intrinsic net asset value of GBP95.3 million (R1.1 billion) as at 31 August 2011. This assists readers in understanding the true inherent value of each investment held by Blackstar. The annexure has been prepared as at 31 August 2011 in order to reflect the effect of the R100 million share issue arising on the secondary listing. The balance of Blackstar`s investments performed in line with expectations and have not changed materially. Post Balance Sheet Events On 15 August 2011, Blackstar announced the sale of its 54% interest in Ferro Industrial Products (Pty) Limited ("Ferro") for GBP18.2 million. The sale is still subject to certain conditions, however we expect the transaction to close by the end of October 2011. The realisation will generate a return of 4.0 times money and an internal rate of return of 72% in Pounds Sterling. Blackstar, through its 100% held subsidiary, Blackstar Real Estate (Pty) Limited ("BRE"), also announced on 5 September 2011 that it has entered into an agreement to purchase a commercial property in Midrand, Gauteng, South Africa for GBP5.3 million (R58 million). The property will be held through a new property holding company ("Newco") with BRE owning 70% of the ordinary shares and Litha owning 30% of the ordinary shares. The property will be occupied by a large portion of Litha`s operations within Gauteng. Litha has entered into a 12 year lease on the property with Newco. Blackstar secured GBP4.1 million (R45 million) of debt funding from Rand Merchant Bank, to be held in Newco over 10 years. Financial Review As a result of the sale of Baldwins and impending sale of Ferro, the results of these two businesses have been separately disclosed within the income statement under the heading "profit from discontinued operations" and comparatives have been restated. The profit from discontinued operations amounted to GBP3.0 million, of which Baldwins contributed GBP1.4 million and Ferro GBP1.6 million. The operating profit before net investments of GBP2.3 million for the six months ended 30 June 2011 therefore comprises the results of the remaining trading businesses - GRS and Stalcor as well as net gains on associates. Blackstar`s share of profit from associates amounted to GBP1.5 million, of which Litha contributed the majority of the profit. An exceptional gain of GBP2.2 million has been recognised under net gains from associates on dilution of Blackstar`s shareholding in Litha. Blackstar`s shareholding was diluted by 6% to 39% as a result of Litha issuing shares to non-controlling shareholders in order to implement Litha`s acquisition of the remaining 49% of Litha Healthcare Holdings (Pty) Limited. This reported operating profit before net investments of GBP2.3 million is after impairments of GBP768 000 on GRS goodwill, and GBP286 000 on Stalcor`s intangible assets, recognised as a result of the businesses not performing as anticipated due to slower market conditions. A net loss of GBP1.6 million was recognised on investments and, in the main, includes an unrealised loss of GBP1.5 million arising on the fair valuing of the derivative investment in a services company. The profit after tax from continued and discontinued operations for the six months ended 30 June 2011 amounted to GBP1.4 million. The Group reported a profit attributable to equity holders of the parent of GBP1.0 million and basic and diluted earnings of 1.27 pence per share. Ferro has been presented as a disposal group held for sale and thus its assets of GBP31.3 million and liabilities of GBP17.4 million have been separately disclosed on the balance sheet as at 30 June 2011. This presentation explains the significant decline in individual categories of assets and liabilities presented within the balance sheet as at 30 June 2011 when compared to prior reporting periods. Total equity attributable to equity holders amounted to GBP83.1 million as at 30 June 2011 and the Group reported a net asset value per share of 111 pence. The Group generated cash of GBP1.5 million from operating activities in the six month period to 30 June 2011. Cash and cash equivalents decreased by GBP7.8 million during the period. Significant cash flow movements during the period included a cash inflow of GBP12.2 million on disposal of Baldwins and a cash outflow of GBP15.7 million of other financial liabilities, mainly as a result of KMG`s settlement of the inventory financing facility. Transfer to Malta Following approval by Blackstar`s shareholders on 22 June 2011, Blackstar converted into a Societas Europaea or European public limited liability company on 27 June 2011. Following this conversion, the Company will be able to transfer its registered office from England and Wales to another member country of the European Union. This will lessen the administrative, legal and auditing costs which arise from it having its registered office in the United Kingdom and its tax residence and principal establishment in Luxembourg. The Directors plan to propose to Shareholders shortly that Blackstar transfer its registered office and tax establishment to Malta, which is the most efficient jurisdiction for the Company with respect to distributions to Shareholders. Special Dividend Following the closure of the Ferro transaction and the transfer to Malta (which is still subject to shareholder approval), the Board of Blackstar intends paying a special dividend of GBP5.5 million to its shareholders in line with our recent announcement on the Company`s capital management policy. This equates to 6.5 pence per share. Including this special dividend, Blackstar will have returned GBP18.5 million to investors since inception. Outlook Over the past two years, the Board of Blackstar has been focused on closing the discount between net asset value and share price as well as increasing the tradability of the Blackstar shares. Largely due to the Company`s on- going buy-back policy and the commencement of dividend declarations, Blackstar`s share price increased some 10% during the period under review from 77 pence to 85 pence. From June 2009 to June 2011 the share price has appreciated 52%. Since listing on Altx of the JSE in South Africa, the Blackstar share price in South Africa has risen 10%. An important variable to Blackstar`s results is the Pound Sterling/South African Rand exchange rate which is volatile during these uncertain times. The Board of Blackstar is now focussing on growing the asset base and scale of the Group. Blackstar has an active pipeline and hopes to conclude further transactions in the near term. The company has a strong balance sheet. Despite the fact that the operating environment for many of the Blackstar`s subsidiaries and investments remains subdued, the Company`s interests are well managed and have good prospects for the future. Andrew Bonamour 23 September 2011 Annexure A Intrinsic Net Asset Value as at 31 August 2011 Unaudited Unaudited GBP`000 R`000 Litha Healthcare Group Limited 32,776 372,244 Ferro Industrial Products (Pty) Limited 18,182 200,076 Global Roofing Solutions (Pty) Limited and Stalcor division 14,616 166,000 Services derivative 9,120 103,578 Robor (Pty) Limited 4,403 50,000 Other unlisted 3,379 38,374 Other listed 2,480 28,171 Cash and cash equivalents 10,315 117,151 Net asset value 95,271 1,075,594 Net asset value per share (in Sterling/Rand) 1.12 12.61 Notes 1 For the purposes of determining the intrinsic values listed investments on recognised stock exchanges are valued using quoted bid prices at 31 August 2011 and unlisted investments are shown at directors` valuation, determined using the discounted cash flow methodology. This methodology uses reasonable assumptions and estimations of cash flows and terminal values, and applies an appropriate risk-adjusted discount rate that quantifies the investment`s inherent risk to calculate a present value. Given the subjective nature of valuations, the Group is cautious and conservative in determining the valuations and has a track record of selling its unlisted investments above the levels at which it values them. 2 Cash represents cash at the centre and excludes cash held by subsidiaries. 3 All amounts have been translated using the closing exchange rates at 31 August 2011, with the exception of the investment in Ferro, which has been translated from South African Rand to Pound Sterling using the exchange rate per the forward foreign exchange contract entered into by the Group. 4 Other unlisted comprises investments in Adreach (Pty) Limited, Blackstar Real Estate (Pty) Limited, Navigare Securities (Pty) Limited and FBDC Investors Offshore L.P ("Facebook") amongst others. 5 Other listed comprises investments in Shoprite Holdings Limited and Wallberg Blackstar African Fund amongst others. 6 Proceeds from the sale of investment in Ferro Industrial Products (Pty) Limited are expected to be realised by October 2011. The services derivative investment is expected to be realised in the first half of 2012. 7 The decline in intrinsic net asset value since 31 December 2010 is due to depreciation of the South African Rand against Pound Sterling since 31 December 2010, declines in the market value of Litha Healthcare Group Limited and the valuation of the Stalcor division as well as the dilutionary effect of the R100 million issue of shares at 85 pence per share. Consolidated income statement for the six months ended 30 June 2011 As restated* As restated*
Unaudited Unaudited Unaudited Six months to 30 Six months to 30 Year to June June 31 December 2011 2010 2010
GBP`000 GBP`000 GBP`000 Continuing operations Revenue 49,303 48,429 97,294 Cost of sales (42,450) (40,783) (84,286) Gross profit 6,853 7,646 13,008 Sales and distribution costs (1,226) (867) (1,654) Administrative expenses - Trading businesses Administrative expenses 6,401) (7,574) (16,099) Impairment of goodwill (768) - (2,808) Impairment of intangible assets (286) - (732) (7,455) (7,574) (19,639)
Other income - Trading businesses 356 88 354 Net gain in respect of associates Share of profits of associates 1,537 281 1,539 Exceptional gain on dilution of interest in associate 2,188 - - 3,725 281 1,539 Operating profit /(loss) before net investment (loss)/income 2,253 (426) (6,392) Net investment (loss)/ income Net (losses)/gains on investments (1,573) 733 5,666 Fees, dividends and interest from loans, receivables and investments 481 986 1,247 (1,092) 1,719 6,913 Administrative expenses - Investments Impairment of goodwill - - (3,500) Other administrative expenses (1,900) (1,248) (3,217) (1,900) (1,248) (6,717)
Other income - 1,926 1,758 (Loss)/profit from operations (739) 1,971 (4,438) Finance income 63 145 248 Finance costs (780) (1,472) (2,719) (Loss)/profit before taxation (1,456) 644 (6,909) Taxation (133) 512 (1,541) (Loss)/profit from continuing operations (1,589) 1,156 (8,450) Discontinued operations Profit/(loss) from discontinued operations net of taxation 2,976 1,326 (4,719) Profit/(loss) for the period 1,387 2,482 (13,169) Profit/(loss) for the period attributable to: Equity holders of the parent 950 2,419 (11,121) Non-controlling interests 437 63 (2,048) 1,387 2,482 (13,169) Basic and diluted earnings/(losses) per ordinary share attributable to equity holders (in pence) 1.27 3.08 (14.39) Basic and diluted (losses)/earnings per ordinary share attributable to equity holders from continuing operations (in pence) (1.98) 2.05 (7.41) Headline earnings reconciliation Unaudited As As Six restated* restated* months to Unaudited Unaudited 30 June Six Year to
2011 months to 31 GBP`000 30 June December 2010 2010 GBP`000 GBP`000
Profit/(loss) for the period 950 attributable to equity 2,419 (11,121) holders of the parent Adjusted for: Exceptional gain on dilution (2,188) of interest in associate - - Gain on disposal of (2,970) - - discontinued operation Gain on deemed disposal of a - (870) (870) subsidiary Impairment of intangible 286 - 1,729 assets Impairment of goodwill 768 - 10,003 Reclassification adjustments - (2,732) (2,684) from other comprehensive income Non-headline items included (1) 169 168 in equity accounted profits of associates Loss/(profit) on disposal of 18 (1) (25) property, plant and equipment Total tax effects of (85) - (477) adjustments Total non-controlling 31 - (163) interests` effects of adjustments Headline losses (3,191) (1,015) (3,440) Basic and diluted headline (4.26) (1.29) (4.45) losses per ordinary share attributable to equity holders (in pence) * Comparative information for the periods ended 30 June 2010 and 31 December 2010 were restated to present income generated and expenses incurred by discontinued operations (Baldwins Steel division and Ferro) separately from continuing operations. Disclosure of headline earnings has been provided in accordance with the JSE Listing Requirements. Consolidated statement of comprehensive income for the six months ended 30 June 2011 Unaudited Unaudited Audited Six months to 30 Six months to Year to June 30 June 31 December 2011 2010 2010
GBP`000 GBP`000 GBP`000 Profit/(loss) for the period 1,387 2,482 (13,169) Other comprehensive (loss)/income: Currency translation differences on investments and Rand denominated assets and liabilities (2,132) (1,326) 3,342 Currency translation differences on translation of foreign subsidiaries and associates (531) (32) 1,300 Share of other comprehensive income of associates - - - Income tax relating to components of other comprehensive income - - - Net comprehensive (loss)/income recognised directly in equity (2,663) (1,358) 4,642 Total comprehensive (loss)/income for the period (1,276) 1,124 (8,527) Attributable to: Equity holders of the parent (1,885) 1,110 (6,216) Non-controlling interests 609 14 (2,311) (1,276) 1,124 (8,527) Consolidated statement of changes in equity for the six months ended 30 June 2011 Foreign Capital currency Share redemption Retained translation
capital reserve earnings reserve GBP`000 GBP`000 GBP`000 GBP`000 Balance at 31 December 2009 53,023 30,156 8,976 9,594 Total comprehensive income/(loss) for the period Profit for the period - - 2,419 - Other comprehensive loss for the period - - - (1,309) - - 2,419 (1,309) Charge for share-based payment - - 21 - Buy-back of ordinary shares(1,660) 1,660 (1,709) - Cancellation of capital redemption reserve fund - (30,156) 30,156 - Arising on acquisition of subsidiary - - - - Reduction in non-controlling interests arising on acquisition of additional interests in subsidiary - - 14 - Arising on deemed disposal of subsidiary on additional shares being issued by the subsidiary - - - 105 Reduction in non-controlling interests arising on conversion of preference shares held in a subsidiary into ordinary shares - - (1,907) - Balance at 30 June 2010 51,363 1,660 37,970 8,390 Total comprehensive (loss)/income for the period Loss for the period - - (13,540) - Other comprehensive income/(loss) for the period - - - 6,214 - - (13,540) 6,214
Charge for share based payment - - 2 - Buy-back of ordinary shares (1,233) 1,233 (1,370) - Interim dividend paid - - (493) - Non- Attributable to controlling Total equity holders interests equity GBP`000 GBP`000 GBP`000
Balance at 31 December 2009 101,749 (1,994) 99,755 Total comprehensive income/(loss) for the period Profit for the period 2,419 63 2,482 Other comprehensive loss for the period (1,309) (49) (1,358) 1,110 14 1,124 Charge for share-based payment 21 8 29 Buy-back of ordinary shares (1,709) - (1,709) Cancellation of capital redemption reserve fund - - - Arising on acquisition of subsidiary - 10,122 10,122 Reduction in non-controlling interests arising on acquisition of additional interests in subsidiary 14 (14) - Arising on deemed disposal of subsidiary on additional shares being issued by the subsidiary 105 (10,192) (10,087) Reduction in non-controlling interests arising on conversion of preference shares held in a subsidiary into ordinary shares (1,907) 1,907 - Balance at 30 June 2010 99, 383 (149) 99,234 Total comprehensive (loss)/income for the period Loss for the period (13,540) (2,111) (15,651) Other comprehensive income/(loss) for the period 6,214 (214) 6,000 (7,326) (2,325) (9,651) Charge for share-based payment 2 - 2 Buy-back of ordinary shares (1,370) - (1,370) Interim dividend paid (493) - (493) Foreign Capital currency Share redemption Retained translation Capital reserve earnings reserve
GBP`000 GBP`000 GBP`000 GBP`000 Balance at 31 December 2010 50,130 2,893 22,569 14,604 Total comprehensive income/(loss) for the period Profit for the period - - 950 - Other comprehensive (loss)/income for the period - - - (2,835) - - 950 (2,835) Release of foreign currency translation reserve on disposal of investments - - 58 (58) Reduction in non-controlling interests arising on subsidiaries buy-back of shares from non-controlling shareholders - - (4,577) - Final dividend paid - - (673) - Balance at 30 June 2011 50,130 2,893 18,327 11,711 Non
Attributable to controlling Total equity holders Interest equity GBP`000 GBP`000 GBP`000 Balance at 31 December 2010 90,196 (2,474) 87,722 Total comprehensive income/(loss) for the period Profit for the period 950 437 1,387 Other comprehensive (loss)/income for the period (2,835) 172 (2,663) (1,885) 609 (1,276) Release of foreign currency translation reserve on disposal of investments - - - Reduction in non-controlling interests arising on subsidiaries buy-back of shares from non-controlling shareholders (4,577) 4,577 - Final dividend paid (673) - (673) Balance at 30 June 2011 83,061 2,712 85,773 An interim dividend of 0.65 pence per ordinary share was declared on 21 September 2010 and paid on 20 November 2010. A final dividend of 0.90 pence per ordinary share was declared on 21 April 2011 and paid on 26 May 2011. Consolidated balance sheet as at 30 June 2011 Unaudited Unaudited Audited 30 June 30 June 31 December 2011 2010 2010
GBP`000 GBP`000 GBP`000 Non-current assets Property, plant and equipment 9,684 19,368 21,666 Goodwill 13,829 27,243 18,835 Intangible assets 4,128 14,420 13,281 Investments in associates 17,422 11,998 14,637 Investments classified as loans and receivables 448 794 873 Investments at fair value through profit and loss 8,997 7,774 12,056 Other financial assets 16 - 52 Deferred tax assets 108 1,729 125 54,632 83,326 81,525 Current assets Investments classified as loans and receivables 2,614 220 502 Investments at fair value through profit and loss 7,868 1,489 545 Other financial assets - 139 26 Current tax assets 28 518 423 Trade and other receivables 22,836 35,667 25,105 Inventories 19,699 43,432 27,006 Cash and cash equivalents 10,844 32,840 19,196 63,889 114,305 72,803
Assets in disposal group classified as held for sale 31,372 - - 95,261 114,305 72,803 Total assets 149,893 197,631 154,328 Non-current liabilities Borrowings (2,038) (11,125) (12,538) Other financial liabilities (1,488) (4,402) (3,937) Provisions (171) (66) (197) Deferred tax liabilities (1,935) (4,357) (4,733) (5,632) (19,950) (21,405) Current liabilities Borrowings (61) (10,574) (1,295) Other financial liabilities (8,268) (31,263) (25,540) Provisions (11) - (288) Current tax liabilities (108) (1,768) (442) Trade and other payables (30,010) (30,938) (17,635) Bank overdrafts (2,614) (3,904) (1) (41,072) (78,447) (45,201) Liabilities directly associated with assets in disposal group classified as held for sale (17,416) - - (58,488) (78,447) (45,201) Total liabilities (64,120) (98,397) (66,606) Total net assets 85,773 99,234 87,722 Equity Share capital 50,130 51,363 50,130 Capital redemption reserve 2,893 1,660 2,893 Foreign currency translation reserve 11,711 8,390 14,604 Retained earnings 18,327 37,970 22,569 Total equity attributable to equity holders 83,061 99,383 90,196 Non-controlling interest 2,712 (149) (2,474) Total equity 85,773 99,234 87,722 Net asset value per share (in pence) 111 130 121 Consolidated cash flow statement for the six months ended 30 June 2011 Unaudited Unaudited Audited Six months to Six months to Year to 30 June 30 June 31 December 2011 2010 2010
GBP`000 GBP`000 GBP`000 Cash flow from operating activities Cash generated/(absorbed) by operations 4,127 (865) 13,795 Interest received 180 243 461 Interest paid (1,845) (2,180) (4,525) Dividends received - 5,789 5,798 Taxation paid (983) (457) (2,645) Cash generated by operating activities 1,479 2,530 12,884 Cash flow from investing activities Purchase of property, plant and equipment (917) (830) (2,748) Additions to investments classified as loans and receivables (1,653) - (746) Purchase of investments at fair value through profit and loss (2,914) (2,133) (5,019) Acquisition of subsidiaries - - (176) Cash outflow on acquisition of subsidiary and subsequent deemed disposal - (4,950) (4,950) Proceeds from disposal of property, plant and equipment 8 28 127 Proceeds from disposal of investments 1,182 15,918 21,667 Disposal of discontinued operation, net of cash disposed of 12,168 - - Cash generated by investing activities 7,874 8,033 8,155 Cash flow from financing activities Proceeds from borrowings - - 1,312 Repayment of borrowings (795) (4,197) (14,866) Movement in other financial liabilities (including short-term funding facilities) (15,707) 7,170 (2,232) Buy-back of ordinary shares - (1,709) (3,079) Issue of shares - - - Dividends paid to equity holders of the parent (673) - (493) Cash (absorbed)/generated by financing activities (17,175) 1,264 (19,358) Net (decrease)/increase in cash and cash equivalents (7,822) 11,827 1,681 Cash and cash equivalents at the beginning of the period 19,195 17,319 17,319 Exchange (losses)/gains on cash and cash equivalents (16) (210) 195 Cash and cash equivalents at the end of the period 11,357 28,936 19,195 Financial information The interim financial information has been reviewed by the Group`s auditors BDO LLP in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Auditing Practices Board for use in the United Kingdom. For further information, please contact: Blackstar Group SE John Kleynhans +352 402 505 427 Collins Stewart Europe Limited Matt Goode +44 (0) 20 7523 8350 23 September 2011 London JSE Sponsor: PSG Capital (Pty) Limited AIM nominated adviser and broker: Collins Stewart Europe Limited Date: 23/09/2011 08:00:04 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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