Print   



HURLINGHAM PLC 

6 July 2009

Half-Yearly Financial Report Six Months ended 31 March 2009

Chairman's Statement

Introduction

Further to the circular sent to Shareholders on 6 March 2009, I am pleased to present the unaudited results of the Company for the six months ended 31 March 2009. The issue of this Half-Yearly Financial Report has been delayed pending finalisation of the matters that I refer to below.

Principal activities

The Company's principal asset is now a cash deposit of approximately £1.8 million which, other than a small current account balance, is held on interest bearing accounts with a UK Bank. Shareholders should be aware that prevailing interest rates at the date of this report are now significantly lower than they have been historically and this means that interest receivable at present will not cover the Company's annual operating costs, although the shortfall is unlikely to be too significant.  

During the six months ended 31 March 2009, the Board recognised that part of the approval by shareholders of the first resolution at the General Meeting of the Company held on 31 March 2008, authorising the Company to acquire 100 'A' Ordinary Shares in its capital, was invalid. Accordingly, a General Meeting was convened for 2 April 2009 at which resolutions were passed authorising the lawful cancellation of the Company's 'A' Ordinary Shares and application to the High Court for confirmation. The High Court sanctioned that cancellation on 24 June 2009 and this became effective on its registration at Companies House on 2 July 2009. This had the equivalent effect to the transaction originally approved by shareholders on 31 March 2008.

Since April 2008, the Board has appraised a significant number of proposals for businesses and operations to be acquired by the Company. Whilst several were of material interest, none was deemed appropriate given the level of risk and reward in the prevailing economic and financial conditions. Many of these proposals were considered prior to cancellation of the Company's 'A' Ordinary Shares referred to in the circular to shareholders dated 6 March 2009 and were therefore subject to clearance of that matter. Since approval of the relevant resolutions at the General Meeting of the Company held on 2 April 2009 referred to above, the ability of the Company to progress without this impediment has been significantly improved. As a result, a large number of potential business acquisitions have been critically examined by the Board since then, and certain of these remain under consideration. The Board will provide details to shareholders of any potential acquisition if the Board considers it would be beneficial for the Company to progress such an acquisition formally.

All work involved on appraisals to date has been conducted by the Board, and accordingly no external or additional pre-acquisition costs have been incurred in the progression of the above opportunities.  

Results

The results of the Company for the six months ended 31 March 2009 show that the Company traded at an effective break even position, with a profit of £4,000 being recorded during the six month period. Shareholders' funds at 31 March 2009 totalled £1,799,000, equating to 62p per share.

Dividend

The Board has not declared the payment of a dividend for the six months ended 31 March 2009.

Strategy

Due to adverse financial conditions in the market, in particular during the period from 30 September 2008 to 31 March 2009, Hurlingham had not acquired a new business by 1 April 2009, being twelve months from the date of disposal of its previous trading subsidiary, Bettagrade Limited.  Under the AIM Rules for Companies, if an Investing Company (often referred to as a cash shell) such as Hurlingham does not complete an AIM qualifying acquisition within twelve months of becoming an Investing Company, trading in its shares will be suspended by the London Stock Exchange. The suspension can be effective for up to six months. If during that six month period the Company completes an AIM qualifying acquisition, the Ordinary Shares may be restored to trading.  As a result, and as set out in detail in the circular to shareholders dated 6 March 2009, the Company's Ordinary Shares were suspended from trading on AIM, a market operated by the London Stock Exchange, on 1 April 2009.  If after six months an AIM qualifying acquisition has not been completed, trading in the Ordinary Shares of the Company would then be cancelled on AIM. The Directors regret any inconvenience to Shareholders caused by the suspension of trading in the Company's Ordinary Shares on AIM and propose to seek a resumption of trading in the Ordinary Shares on AIM as soon as practicable, following completion of an appropriate acquisition.  

The Directors continue to seek a suitable AIM qualifying business to be acquired by the Company. Shareholders should be aware that if Hurlingham does not complete an AIM qualifying acquisition by 2 October 2009, the admission to AIM of the Company's Ordinary Shares would be cancelled. If the Ordinary Shares are cancelled from AIM for this reason, it would result in Shareholders being unable to sell their Ordinary Shares on a market exchange and transactions in Ordinary Shares would thereafter typically have to be performed by Shareholders on a matched bargain basis.

Conclusion

The Board is wholly committed to moving the Company forward in order to enhance Shareholder returns and value, although it is equally focused on only delivering a business opportunity that is expected to add value to Shareholders' interests. In this severely adverse financial climate, the Board considers that a higher degree of caution is required. Accordingly, the Board continues to retain the Company's assets in cash balances earning market rates of interest. I will report to you further if firm proposals that the Board considers appropriate require to be considered at a meeting of Shareholders.

Andrew Blurton

Chairman

3 July 2009

Registered Office:

1 West Garden Place

Kendal Street

London W2 2AQ

INCOME STATEMENT

for the six months ended 31 March 2009 

	Notes	Six months ended 31 March 2009 (Unaudited)	Six months ended 31 March 2008 (Unaudited)	Year  ended 30 September 2008 (Audited)
		£'000	£'000	£'000
Administrative expenses		(36)	(79)	(117)
Loss from operating activities		(36)	(79)	(117)
Net gain on sale of shares in
subsidiary undertaking		-	1,104	1,071
Profit/(loss) before interest		(36)	695	954
Finance income		40	8	56
Finance expenses		-	(27)	(27)
Profit before taxation		4	676	983
Taxation	2	-	(67)	(77)
Profit for the period		4	609	906
Earnings per share (basic and diluted)	4	0.1p	28.9p	36.3p

BALANCE SHEET

at 31 March 2009 

	Notes	31 March 2009 (Unaudited)	31 March 2008 (Unaudited)	30 September 2008 (Audited)
		£'000	£'000	£'000
Current assets
Trade and other receivables		11	1,341	75
Cash and cash equivalents		1,852	2	1,860
		1,863	1,343	1,935
Total assets		1,863	1,343	1,935
Current liabilities
Trade and other payables		(54)	(113)	(130)
Tax payable		(10)	-	(10)
Total liabilities		(64)	(113)	(140)
Net assets		1,799	1,230	1,795
Equity
Share capital		2,179	1,579	2,179
Share premium account	5	331	333	331
Retained earnings	5	(711)	(682)	(715)
Total equity attributable to   shareholders of the Company	6	1,799	1,230	1,795

CASH FLOW STATEMENT

For the six months ended 31 March 2009

	Six months ended 31 March 2009 (Unaudited)	Six months ended 31 March 2008 (Unaudited)	Year ended 30 September 2008 (Audited)
	£'000	£'000	£'000
Profit for the period	4	609	906
Adjustments
Taxation	-	67	77
Finance income	(40)	(8)	(56)
Finance expenses	-	27	27
Net gain on sale of shares in subsidiary undertaking	-	(1,104)	(1,071)
Cash flows from operations before changes
in working capital	(36)	(79)	(117)
Change in trade and other receivables	4	6	5
Change in trade and other payables excluding
those relating to sale of subsidiary undertaking
reflected above	(76)	3	(2)
Change in amounts owed to subsidiaries
(since sold)	-	(97)	(97)
Cash generated from operations	(108)	(167)	(211)
Interest paid	-	(26)	(33)
Net cash used in operating activities	(108)	(193)	(244)
Cash flows from investing activities
Interest received	40	8	44
Cash received from sale of subsidiary undertaking,
net of disposal cash	60	729	2,020
Net cash from investing activities	100	737	2,064
Cash flows from investing activities
Net proceeds from issue of share capital	-	-	582
	-	-	582
Net increase/(decrease) in cash and cash
equivalents	(8)	544	2,402
Opening cash and cash equivalents	1,860	(542)	(542)
Closing cash and cash equivalents	1,852	2	1,860

NOTES TO THE FINANCIAL STATEMENTS 

1. ACCOUNTING POLICIES

Basis of preparation

Hurlingham Plc is a company incorporated in the United Kingdom. The Half-Yearly Financial Report has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted for use in the European Union ('EU'). The financial information contained in this Half-Yearly Financial Report has not been audited.

The Company now has no subsidiaries and accordingly the financial information contained in this Half-Yearly Financial Report covers the results of the Company only for the six months ended 31 March 2009, together with the balance sheet of the Company at that date.  

The Half-Yearly Financial Report has been prepared on the basis of the accounting policies adopted by the Company in its Financial Statements for the year ended 30 September 2008. The accounting policies of the Company have, unless otherwise stated, been applied consistently to all periods presented in this Half-Yearly Financial Report. The accounting policies include the policies that the Company has adopted in prior periods and to the extent they are only relevant to consolidated financial statements, are the policies the Company will adopt if it acquires subsidiary undertakings in the future.

These financial statements are presented in UK Sterling, which is the Company's functional currency. All financial information has been rounded to the nearest thousand pounds.

2.  TAXATION

	Six months ended 31 March 2009 £'000	Six months ended 31 March 2008 £'000	Year ended 30 September 2008 £'000
Current tax
UK Corporation Tax	-	-	(10)
Deferred tax asset
Management expenses and tax losses utilised in the period	-	(67)	(67)
Tax charge in Income Statement	-	(67)	(77)

3.  DIVIDEND

The Board has not declared the payment of a dividend for the six months ended 31 March 2009.  

4.  EARNINGS PER SHARE

The calculation of the earnings per share of 0.1p (six months ended 31 March 2008: 28.9p; year ended 30 September 2008: 36.3p) is based on the profit attributable to Ordinary shareholders for the six months ended 31 March 2009 of £4,000 (31 March 2008: £609,000; year ended 30 September 2005: £906,000) and on the weighted average number of Ordinary shares in issue during the current period of 2,905,606 (31 March 2008: 2,105,706; year ended 30 September 2008: 2,492,543).

5.  MOVEMENT ON RESERVES

	Share premium account £'000	Retained earnings £'000
Balance at 1 October 2008	331	(715)
Profit for the period	-	4
Balance at 31 March 2009	331	(711)

6.  TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS IN PENCE PER SHARE

The total equity attributable to shareholders of Hurlingham in pence per share is calculated by dividing the total equity attributable to shareholders of Hurlingham at each period end by the number of ordinary shares in issue at such dates. The relevant figures are as follows:-

		31 March 2009	31 March 2008	30 September 2008
Total equity attributable to shareholders of
Hurlingham per consolidated balance sheet
on page 4 of financial statements	£'000	1,799	1,230	1,795
Number of ordinary shares in issue at period end	'000	2,906	2,106	2,906
Total equity attributable to shareholders of
Hurlingham in pence per share	Pence	62p	58p	62p

7. POST BALANCE SHEET EVENT

In accordance with the circular to Shareholders dated 14 March 2008, and as part of the approval of resolutions at the General Meeting of the Company held on 31 March 2008, the Company was authorised by Shareholders to acquire 100 'A' Ordinary Shares in its capital in exchange for 330,000 5% Preference Shares of £1 in the capital of its previous subsidiary Bettagrade Limited. On 6 March 2009, the Company issued a further circular to its Shareholders in respect of these matters. During the period covered by this Half-Yearly Financial Report, the Board recognised that part of the approval by shareholders of the first resolution at the General Meeting of the Company held on 31 March 2008, authorising the Company to acquire 100 'A' Ordinary Shares in its capital, was invalid. Accordingly, a General Meeting was convened for 2 April 2009 at which resolutions were passed authorising the lawful cancellation of the Company's 'A' Ordinary Shares and application to the High Court for confirmation. The High Court sanctioned that cancellation on 24 June 2009, which became effective on its registration at Companies House on 2 July 2009. This had the equivalent effect to the transaction originally approved by Shareholders on 31 March 2008 and is reflected in these financial statements. 

8.  HALF-YEARLY FINANCIAL REPORT AND FINANCIAL STATEMENTS

Copies of this Half-Yearly Financial Report will be sent to Shareholders during July 2009 and in accordance with AIM Rule 20, an electronic copy is also available on the Company's website at www.hurlinghamplc.co.uk. The audited financial statements of Hurlingham Plc for the year ended 30 September 2008, together with further copies of this Half-Yearly Financial Report and the Half-Yearly Financial Report for the six months ended 31 March 2008, are available from the Chairman of the Company at the registered office of the Company, 1 West Garden Place, Kendal Street, London W2 2AQ.

ENDIR CKAKDDBKDCOK