REG - Adams PLC - Half-year Report
28/11/2024 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241128:nRSb9231Na&default-theme=true
RNS Number : 9231N Adams PLC 28 November 2024
28 November 2024
Adams plc
("Adams" or the "Company")
Interim Results for the Six Months ended 30 September 2024
Chairman's Statement
Adams generated a net profit of £0.45 million for the six months ended 30
September 2024 compared to a profit of £0.29 million in the six months ended
30 September 2023.
The half year profit of £0.45 million comprises a net investment profit
return of £0.55 million, less overhead costs of £0.10 million. The
comparative 2023 half year profit of £0.29 million included a net investment
profit return of £0.39 million, less administrative costs of £0.10 million.
There were no investment additions during the half year and during that period
the Company only realised relatively minimal disposal proceeds of £0.05
million on the partial sale of one of its investment holdings.
The carrying value of the Company's equity investments at 30 September 2024
was £5.39 million represented by 7 quoted investment holdings and 4 private
investments (31 March 2023: £5.31 million represented by 8 quoted investment
holdings and 3 private investments). In addition, Adams holds a derivative
investment asset in a private company in the form of warrants which are
considered to have a nil fair value.
The Company held cash balances of £0.07 million as at 30 September 2024,
compared to cash balances of £0.12 million at the previous 31 March 2024 year
end.
Net assets increased to £5.43 million (equivalent to 3.72 pence per share) as
at 30 September 2024 compared with £4.98 million (equivalent to 3.42 pence
per share) as at 31 March 2024. The £0.45 million increase in net assets
reflects the profit reported for the half year.
Business model and corporate proposals
Adams is an investing company with an investing policy under which the
directors of Adams ("the Directors") sought to acquire interests in special
situation investment opportunities that have an element of distress,
dislocation, dysfunction or other special situation attributes and that the
Directors perceive to be undervalued.
However, on 25 October 2024 the Company announced proposals to:
· cancel the admission of the Company's shares to trading on AIM ("the
Cancellation"); and
· pursue a realisation of investments strategy and a return of capital
to shareholders over the short to medium term; and
· use the Company's existing share buyback authority to purchase shares
to help enable shareholders who wish to sell their shares ahead of the
Cancellation.
A circular ("the Circular") was sent to shareholders on 25 October 2024 which
set out the background and reasons for the proposed Cancellation, the proposed
realisation of investments and return of capital to shareholders, the
initiation by the Company to use its existing share buyback authority and to
explain the consequences of the Cancellation and provide reasons why the
Directors unanimously consider the Cancellation to be in the best interests of
the Company and its Shareholders as a whole.
The Circular included notice of an Extraordinary General Meeting ("the EGM")
convened for 4.00 p.m. on 27 November 2024 to seek shareholders' approval of
the Cancellation and also to amend the Company's Articles in order to
facilitate the return of capital to shareholders process.
Cancellation of the Company's shares to trading on AIM
The Directors concluded, after a period of review to evaluate the benefits
and drawbacks to retaining the Company's share listing on AIM and also in
consultation with the Company's 94% major shareholder, Richard Griffiths, that
it is in the best interests of the Company and its shareholders to seek
shareholder approval for the Cancellation.
Further details of the background to and reasons for the Cancellation are set
out below:
· there is limited liquidity in the Company's shares and, as a result,
the Directors believe that continued admission to trading on AIM no longer
sufficiently provides the Company with the advantage of providing wider or
more cost-effective access to capital in the medium to longer-term;
· as a result of the limited liquidity in the shares highlighted above,
the listing on AIM does not necessarily offer investors the opportunity to
trade in meaningful volumes or with frequency within an active market. With
low trading volumes, the Company's share price can move up or down
significantly following trades of small volumes of shares; and
· the considerable cost, management time and the legal and regulatory
burden associated with maintaining the listing on AIM are disproportionate to
the benefits to the Company given that the continued listing is unlikely to
provide the Company with significantly wider or more cost-effective access to
capital.
The resolution to approve the Cancellation was passed by shareholders at the
EGM on 27 November 2024 and the Cancellation will now become effective at 7.00
a.m. on 5 December 2024.
Proposed realisation of investments and return of capital to shareholders
The Directors believe that UK small-cap public markets have changed
significantly over the last few years with a continuing deterioration in
liquidity and declining access to cost-effective growth capital. Many of the
small-cap listed companies included in the Company's investment portfolio are,
therefore, also in the situation where their current public market valuations
do not reflect their underlying potential and there are no indications that
these markets are expected to recover in the foreseeable future.
As a result, the Directors consider that the Company's strategy, with a focus
to invest in the small to middle market capitalisation sectors of the UK or
Europe, is no longer sufficiently attractive. In addition, the Company only
has a small capital base with total balance sheet net assets of £5.43 million
as at 30 September 2024 and which severely limits the alternative investment
strategy options available to it. The Directors have, therefore, concluded
that the Company should not make any further investments and instead should
pursue an orderly realisation of existing investments and return of capital to
Shareholders over the short to medium term, following which it is expected
that the Company will be voluntarily wound up or subject to an administrative
dissolution pursuant to the Isle of Man Companies Act 2006 ("the Companies
Act").
Use by the Company of its existing share buyback authority
The Directors are aware that there is very little liquidity in the Company's
shares and that shareholders who wished to sell their shares ahead of the
Cancellation may have difficulty in finding buyers. The Directors agreed,
therefore, that the Company will use its existing share buyback authority to
make on-market purchases of its shares at a price of 4.00 pence per share
ahead the Cancellation. The Directors are not making any recommendation as to
whether or not shareholders should sell their shares.
Between the announcement on 25 October 2024 of the above proposal to make
on-market purchases of its shares at a price of 4.00 pence per share and 26
November 2024, the Company purchased a total of 35,035 shares at a cost of
£1,451. The last day of dealings in the Company's shares on AIM will be 4
December 2024.
Investment Portfolio
The portfolio investments held by the Company at 30 September 2024 included
the following significant holdings, each representing at least 5% of the net
asset value of the Company at that date:
NIOX Group Plc is an AIM listed global medical device company focused on point
of care asthma diagnosis and management. The shareholding of Adams at 30
September 2024 was, and continues to be, 0.33 per cent. of the Niox shares in
issue.
Telit IOT Solutions Limited is a private company and a global leader in
Internet of Things (IoT) enablement, with an extensive portfolio of wireless
connectivity modules, software platforms and global IoT connectivity services.
At 30 September 2024, the investment holding by Adams in Telit represents 0.34
per cent. of Telit's issued share capital at that date.
Griffin Mining Limited is an AIM listed mining and investment company that has
been the leader in foreign investment in mining in China having been engaged
in developing the Caijiaying zinc and gold project since 1997. The
shareholding of Adams in Griffin at 30 September 2024 was, and continues to
be, 0.26 per cent. of the Griffin shares in issue.
Oxehealth Limited is a private company and an industry leader in vision-based
patient monitoring and management systems. At 30 September 2024, the
investment holding by Adams in Oxehealth was, and continues to be, 2.07 per
cent. of Oxehealth's issued share capital at that date.
Seeing Machines Limited is an AIM listed industry leader in advanced computer
vision technologies. The shareholding of Adams in Seeing Machines at 30
September 2024 was, and continues to be, 0.31 per cent. of the Seeing Machines
shares in issue.
C4X Discovery Holdings Plc is a private pioneering drug discovery company
combining its enhanced DNA-based target identification and candidate molecule
design capabilities to efficiently deliver world‑leading medicines which are
developed by licensing partners. The shareholding of Adams in C4XD at 30
September 2024 was, and continues to be, 1.98 per cent. of the C4XD shares in
issue.
Pulsar Group Plc is an AIM listed London based technology innovator delivering
Artificial Intelligence / AI Software-as-a-Service solutions for the global
marketing and communications industries. The shareholding of Adams in Pulsar
at 30 September 2024 was, and continues to be, 0.52 per cent. of the Pulsar
voting shares in issue.
NCC Group Plc is a FTSE All-Shar
(https://www.londonstockexchange.com/indices/ftse-all-share) e listed global
tech-enabled cyber and software resilience business operating across multiple
sectors, geographies and technologies. The shareholding of Adams in NCC at 30
September 2024 was, and continues to be, 0.06 per cent. of the NCC shares in
issue.
In addition to the above investments, at 30 September 2024 Adams held 2 other
quoted holdings, together with 1 other private company holding. The 2 quoted
holdings comprise Cirata Plc and Euromax Resources Ltd. Ciratais a data
activation company that enables organisations to move large datasets to the
cloud at massive scale in order to activate all their data for AI, machine
learning and analytics on modern cloud data platforms. Euromax is a Canadian
development company listed on the Toronto Stock Exchange and focused on
building and operating the Ilovica-Shtuka copper and gold project in
Macedonia. The private company holding comprises Source Bioscience
International Ltd which is an international provider of state-of-the art
clinical diagnostics and analytical testing services.
Outlook
Your Directors intend to pursue an orderly realisation of existing investments
and a return of capital to shareholders.
The Company had net assets of £5.43 million at 30 September 2024 and this
included equity investments with a carrying value of £5.39 million
represented by 7 quoted investment holdings valued at £3.16 million and 4
private unquoted investments valued at £2.23 million.
Whilst an orderly realisation of the 7 quoted investment holdings should be
achievable in the short term, this is likely to take longer for the 4 private
unquoted investments.
The return of capital to shareholders is expected to be by way of one or more
capital distributions as and when funds permit but there can be no certainty
on the timing or monetary amounts of such distributions. The capital
distributions will have the effect of reducing the capital and reserves of the
Company and which reduction is permitted under section 58 of the Companies
Act.
The Directors hope that the total value of such distributions will be not less
than the Company's 3.72 pence net asset value per share at the 30 September
2024, but there can be no certainty that the total value of such distributions
will not be materially less than or be materially greater than 3.72 pence per
share.
In the meantime, the quoted market value of some of our listed investments
have declined considerably since 30 September 2024 such that the Company's net
assets are now estimated to amount to approximately £4.87 million, equivalent
to 3.41 pence per share, and with a resultant year to date result reduced to a
loss of £13,000 versus the profit of £450,000 reported for the first half of
the year.
Michael Bretherton
Chairman
28 November 2024
Certain information contained in this announcement would have been deemed
inside information for the purposes of UK Market Abuse Regulation until the
release of this announcement.
The Directors of the Company take responsibility for this announcement.
Enquiries:
Adams plc
Mike Bretherton Tel: +44 1534 719 761
Nomad
Cairn Financial Advisers LLP
Sandy Jamieson, James Caithie Tel: +44 207 213 0880
Broker
Peterhouse Capital Limited
Heena Karani, Martin Lampshire Tel: +44 207 469 0930
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2024
Year ended
6 months ended 31 Mar 2024 6 months ended
30 Sep 2024 30 Sep 2023
Note (Unaudited) (Audited) (Unaudited)
£'000 £'000 £'000
Gain on investments 6 510 18 348
Dividend income 41 49 39
Investment return 551 67 387
Expenses and other income
Administrative expenses (104) (195) (96)
Operating gain/(loss) 447 (128) 291
Interest income - 1 1
Profit/(loss) before taxation 447 (127) 292
Taxation - - -
Profit/(loss) for the period 447 (127) 292
Basic and diluted earnings/(loss) per share 11 0.31p (0.09)p 0.20p
There are no other items of comprehensive income or loss.
The notes form an integral part of the financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
As at As at As at
30 Sep 2024 31 Mar 2024 30 Sep 2023
(Unaudited) (Audited) (Unaudited)
Note £'000 £'000 £'000
Assets
Non-current assets 7 4,934
Investments - 5,312
Current assets 7
Investments 5,391 - -
Trade and other receivables 8 4 12 4
Cash and cash equivalents 70 87 115
Current assets 5,465 99 119
Total assets 5,465 5,033 5,431
Liabilities
Current current liabilities
Trade and other payables 9 (35) (50) (29)
Total liabilities (35) (50) (29)
Net current assets 5,430 49 90
Net assets 5,430 4,983 5,402
Equity
Called up share capital 10 1,459 1,459 1,459
Share premium 10 3,425 3,425 3,425
Retained earnings reserve 546 99 518
Total shareholder equity 5,430 4,983 5,402
The notes form an integral part of the financial statements.
The condensed interim financial statements were approved and authorised for
issue by the Board of Directors on 28 November 2024 and signed on its behalf
by:
Michael Bretherton
Chairman
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2024
Share Share Premium Retained Earnings Reserve Total
Capital
£'000 £'000 £'000 £'000
At 31 March 2023 (audited) 1,459 3,425 226 5,110
Total comprehensive gain for period - - 292 292
At 30 September 2023 (unaudited) 1,459 3,425 518 5,402
Total comprehensive loss for period - - (419) (419)
At 31 March 2024 (audited) 1,459 3,425 99 4,983
Total comprehensive gain for period - - 447 447
At 30 September 2024 (unaudited) 1,459 3,425 546 5,430
The notes form an integral part of the financial statements.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2024
Year
6 months ended 6 months
ended 31 Mar 2024 ended
30 Sep 2024 30 Sep 2023
(Unaudited) (Audited) (Unaudited)
£'000 £'000 £'000
Profit/(loss) for the period 447 (127) 292
Unrealised (gain)/loss on revaluation of investments (511) - (342)
Realised loss/(gain) on disposal of investments 1 (18) (6)
Decrease/(increase) in trade and other receivables 8 (1) 7
(Decrease)/increase in trade and other payables (15) 7 (14)
Net cash outflows from operating activities (70) (139) (63)
Cash flows from investing activities
Purchase of investments - (211) (211)
Proceeds from sales of investments 53 390 342
Net cash inflows from investing activities 53 179 131
Net (decrease)/increase in cash and cash equivalents (17) 40 68
Cash and cash equivalents at beginning of period 87 47 47
Cash and cash equivalents at end of period 70 87 115
The notes form an integral part of the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2024
1 General information
Adams Plc ("the Company") is a company incorporated in the Isle of Man and is
listed on the AIM market of the London Stock Exchange.
2 Basis of preparation
The financial statements of Adams Plc are unaudited condensed financial
statements for the six months ended 30 September 2024. These include unaudited
comparatives for the six months ended 30 September 2023 together with audited
comparatives for the year ended 31 March 2024.
These interim condensed financial statements have been prepared on the basis
of the accounting policies expected to apply for the financial year to 31
March 2025 which are based on the recognition and measurement principles of
International Financial Reporting Standards (IFRS) as adopted by the United
Kingdom (UK). The financial statements have been prepared under the historical
cost convention. The Company's presentation and functional currency is GBP
Pounds Sterling.
The financial statements do not include all of the information required for
full annual financial statements and do not comply with all the disclosures in
IAS 34 'Interim Financial Reporting', and should be read in conjunction with
the Company's annual financial statements to 31 March 2024. Accordingly,
whilst the interim statements have been prepared in accordance with IFRS, they
cannot be construed as being in full compliance with IFRS.
The preparation of financial statements in conformity with IFRS as adopted by
the UK requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the
Company's accounting policies.
During October 2024, the Company adopted a strategy to not make any further
investments and instead pursue an orderly realisation of existing investments
and a return of capital to shareholders. Consequently, portfolio investments
have now been presented as current, rather than non-current, assets in the
statement of financial position at 30 September 2024. Presentation of
portfolio investment comparatives at 30 September 2023 and 31 March 2024
remain unchanged as non-current assets.
3 Going concern
Information on the business environment, financial position and the factors
underpinning the Company's future prospects and portfolio are included in the
Chairman's Statement. The Directors have considered their obligation in
relation to the assessment of the going concern of the Company and have
reviewed the current cash forecasts and assumptions as well as the main risk
factors facing the Company. Accordingly, the going concern basis has been
adopted in the preparation of the financial statements.
4 Significant accounting policies
The accounting policies adopted are consistent with those followed in the
preparation of the annual financial statements of Adams Plc for the year ended
31 March 2024 which received an unqualified audit opinion. A copy of these
financial statements is available on the Company website at www.adamsplc.co.uk
(http://www.adamsplc.co.uk)
5 Segment reporting
Operating segments for Adams Plc are reported based on the financial
information provided to the Board, which is used to make strategic decisions.
The Directors are of the opinion that under IFRS 8 'Operating segments' the
Company has only one reportable segment, being Investment Return. The Board
assesses the performance of the operating segment based on financial
information which is measured and presented in a manner consistent with that
in the financial statements.
6 Investment Return
The principal sources of revenue for the Company in the periods to 30
September 2024 were as follows:
6 months ended 30 Sep 2024 Year ended 6 months ended 30 Sep 2023
31 Mar 2024
£'000 £'000 £'000
Unrealised gains on investments 511 - 6
Realised (losses)/gains on investments (1) 18 342
Total gain on investments 510 18 348
Dividend Income 41 49 39
Investment return 551 67 387
7 Investments
An analysis of movements in the value of the Company's
investments is as follows:
Quoted Equity Shares Unquoted Equity Shares Derivative Trading Asset Total
£'000 £'000 £'000 £'000
Fair value at 31 March 2023 3,570 1,500 25 5,095
Additions at cost 211 - - 211
Disposals (336) - (336)
Unrealised revaluation gains/(losses) 367 - (25) 342
Fair value at 30 September 2023 3,812 1,500 - 5,312
Disposals (36) - - (36)
Unrealised revaluation (losses)/gains (478) 136 - (342)
Fair value at 31 March 2024 3,298 1,636 - 4,934
Transfers from quoted to unquoted (595) 595 - -
Disposals (54) - - (54)
Unrealised revaluation gains 511 - - 511
Fair value at 30 September 2024 3,160 2,231 - 5,391
As set out in Note 2, portfolio investments have now been presented as
current, rather than non-current, assets in the statement of financial
position at 30 September 2024. Presentation of portfolio investment
comparatives at 30 September 2023 and 31 March 2024 remain unchanged as
non-current assets.
8 Trade and other receivables
As at As at As at
30 Sep 2024 31 Mar 2024 30 Sep 2023
£'000 £'000 £'000
Prepayments 4 12 4
4 12 4
The carrying amount of prepayments is approximate to their fair value.
9 Trade and other payables
As at As at As at
30 Sep 2024 31 Mar 2024 30 Sep 2023
£'000 £'000 £'000
Trade payables 16 13 11
Accruals and other creditors 19 37 18
35 50 29
The carrying amount of trade and other payables approximates to their fair
value.
10 Share capital
Ordinary shares of £0.01 Number of shares Share capital Share premium
£'000 £000
350,000,000 3,500 -
Authorised ordinary shares
At 30 September 2024 , March 2024 and 30 September 2023
145,859,231 1,459
Allotted, issued and fully paid ordinary shares
At 30 September 2024 , March 2024 and 30 September 2023
3,425
11 Earnings/(loss) per share
The basic earnings or loss per share is calculated by dividing the profit or
loss after tax attributable to equity shareholders by the weighted average
number of Ordinary Shares in issue during the period:
Year 6 months
6 months ended ended
ended 31 Mar 2024 30 Sep 2023
30 Sep 2024
Profit/(loss) after tax attributable to equity holders of the Company (£'000) 447 (127) 292
Weighted average number of Ordinary Shares 145,859,231 145,859,231 145,859,231
Basic and diluted earnings/(loss) per share 0.31p (0.09)p 0.20p
There were no potentially dilutive shares in issue as at 30 September 2024, 31
March 2024 or 30 September 2023.
12 Half year interim report
A copy of this half year interim report, as well as the annual statutory
accounts to 31 March 2024, are available on the Company's website at
www.adamsplc.co.uk (http://www.adamsplc.co.uk) .
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR DDLFLZFLXFBFRecent news on Adams
See all newsREG - AIM Adams PLC - Cancellation - Adams Plc
AnnouncementREG - Adams PLC - Result of Extraordinary General Meeting
AnnouncementREG - Adams PLC - Half-year Report
AnnouncementREG - Adams PLC - Proposed Cancellation of Admission
AnnouncementREG - Adams PLC - Result of AGM
Announcement