TIDMMMP
RNS Number : 4368O
Marwyn Management Partners PLC
28 May 2015
Marwyn Management Partners plc
("MMP" or "the Company")
Results for the year to 31 December 2014
The Board of MMP releases below the results for the year to 31
December 2014.
Highlights
-- Total group revenue on continuing operations* of GBP18.4 million (2013: GBP21.4 million)
-- EBITDA on continuing operations of Le Chameau* of GBP(3.2) million (2013: GBP(2.3) million)
-- Loss from continuing operations* before tax GBP(5.8) million (2013: GBP(4.9) million)
-- Loss from discontinuing operations of GBP(2.7) million (2013: GBP(14.8) million)
-- Net cash of GBP1.3 million (2013: net debt GBP8.4 million)
-- Basic and diluted loss per share on continuing operations* of
(2.4) pence (2013: (8.1) pence)
-- Moved from Standard Listing on Main Market to AiM in July
2014, raising an additional GBP5.4 million gross from existing and
new investors and GBP12.0 million of loans from its largest
shareholder, Marwyn Value Investors LP ("MVI"), were converted into
MMP shares
-- Disposal of Metropolitan European Transport in June 2014
-- Placing to raise GBP11.65 million completed in March 2015
with the proceeds to be used to implement the Le Chameau growth
strategy
* excludes operating results during period of ownership and
impairment of the investment in Metropolitan European Transport plc
which are presented within the loss from discontinued
operations.
Throughout these statements adjusted measures are used to
provide a more meaningful illustration to shareholders of the
operating performance of the companies within the Group. These
measures are used by the Group for internal performance analysis
and incentive compensation arrangements for employees. Additional
explanation is provided in Note 3 to the Group financial
statements.
Enquiries:
Mark Watts
Mark Kirkland
Marwyn Management Partners plc
Telephone +44 (0) 207 004 2700
Paul Shackleton
Adrian Hadden
WH Ireland Limited
Telephone +44 (0) 207 220 1666
Chairman's Statement
I am pleased to present the final results for Marwyn Management
Partners plc (the "Company" or "MMP") for the year ended 31
December 2014.
The year has seen significant change for the Group with the sale
of its transport business, Metropolitan European Transport ("MET"),
and the move to the AIM Market of the London Stock Exchange plc
("AIM") with the associated debt-for-equity swap and placing.
The Group's sole focus is now on its only operating business, Le
Chameau. Following recent appointments, the Le Chameau team bring
over 20 years' business experience in their respective fields,
including international retail experience, which is expected to be
a critical factor in the future growth of the business.
The new management team have repositioned the existing retail
network in France, as well as rationalising underperforming and
non-core product lines. Trading conditions in France remain
challenging however, owing to a weak economic backdrop. The result
of this is that revenue for 2014 was down on the prior year.
Reliance on the French market, currently c.55% of sales, is being
addressed through accelerated development of more buoyant overseas
markets such as the UK and the USA where management see
considerable potential.
OUTLOOK
The core boot range has performed well with year-on-year growth
of premium products such as Chasseur and Vierzon, which the
Directors believe are best-in-class. This is consistent with the
product strategy going forward, focussing on the quality core boot
product for which Le Chameau is renowned. New market segments are
being targeted, beyond the traditional shooting market, for
existing products, new styles and ranges under development.
Robert Ware
Chairman
28 May 2015
STRATEGIC REPORT
BACKGROUND
The Company was established on 15 October 2010 to pursue
acquisition-led growth strategies, targeting companies in
fragmented sectors or sectors undergoing structural change, where
the Company believes significant capital value can be created
through operational improvements and new revenue opportunities.
The Group's focus is on the luxury goods business, Silvercloud,
which made progress with its Le Chameau business during the
year.
As at 31 December 2014, the Group had 310 employees (2013: 823
including discontinuing activities).
GROUP STRUCTURE
MMP has established a Jersey-based company, Marwyn Management
Partners Subsidiary Limited ("MMPSL"), which acts as a holding
company for its operating subsidiaries. The Group's operating
structure at 31 December 2014 is as follows:
MMP
--------------------
MMPSL
--------------------
Silvercloud 83.7%
------------------
Le Chameau 100%
------------------
As part of the refinancing following the placing in March 2015,
further minority interests in Silvercloud have been acquired,
increasing the Group's holding to 97.4%.
LUXURY GOODS
Silvercloud was established to pursue the acquisition of one or
more operating companies within the luxury goods sector.
Silvercloud completed the acquisition of Le Chameau in October
2012.
Le Chameau
Founded in 1927, Le Chameau is a French-based producer of
high-end rubber boots, footwear and apparel. Le Chameau's rubber
boots are all manufactured by hand at its facilities in Normandy,
France and Casablanca, Morocco.
Since acquiring Le Chameau it has been apparent that alongside
the long term growth potential of the business in new markets,
there are significant unaddressed opportunities for operational
improvement in the business across distribution, manufacturing,
marketing and product range where there is scope for
rationalisation. Addressing these areas has the potential to drive
greatly increased sales and higher production margins, as well as
acting as a foundation for the development of the business in new
markets.
In the context of wanting to implement more extensive changes to
the business, some significant changes have been made to the
management team. In addition to Beverley Williams as CEO, Le
Chameau has recently appointed Cécile Williot as Chief Financial
Officer, Franck Watelot as Sales Director and Stephane Ziegler as
Chief Operating Officer.
In the year to 31 December 2014, Le Chameau generated revenue of
GBP18.4 million (2013: GBP21.4 million) which was a decrease of
GBP3.0 million on the prior year, driven by reduced sales in line
with management's significant product rationalisation of low margin
segments.
At the time of the acquisition, the business was reliant on a
number of transitional services arrangements with its former owner,
Lafuma. During the year the company completed its extraction from
these arrangements and now operates on a standalone basis. The
EBITDA loss for the year was in line with expectations.
Strategy and progress since acquisition
The Group's strategy is to develop Le Chameau into a premium
goods brand, built upon its unique 88-year heritage and the quality
of its hand-made products. In particular, Silvercloud will bring
additional investment and expertise in product development,
marketing and international distribution to the business which it
had not received under its previous ownership.
Since completion of the acquisition, the business has made
considerable progress in a number of key elements of its strategy.
During 2015 the focus of the business will be to further
consolidate its existing operations following the transition away
from Lafuma and to begin to build new international distribution
relationships that will provide the platform for growth in both
existing and new markets from 2015. The core boot range is the
foundation of the business and is genuinely best in class. Le
Chameau remains well positioned to open new markets and increase
its share of the European and global branded rubber boot
market.
TRANSPORT
In 2013 the decision was made to exit the transport sector and
the MET subsidiary was sold in 2014 for a nominal amount with the
possibility of deferred consideration in the future.
GROUP FINANCIAL REVIEW
Overview
2014 was a year of considerable change for the Group, with the
disposal of the MET business and the further development of Le
Chameau.
The results of the transport business are presented within loss
from discontinuing operations. In the year to 31 December 2014, the
Group generated reported revenue on continuing operations of
GBP18.4 million (2013: GBP21.4 million). The reported loss from
continuing activities before tax for the year was GBP(5.8) million
(2013: GBP(4.9) million), including the cost of managing,
developing and funding the Group's activities to date, although the
loss for the year of GBP(8.9) million includes the net loss from
discontinuing operations of GBP(2.7) million. During the year the
Group delivered earnings on the Le Chameau continuing operations
before interest, tax and depreciation and amortisation ("EBITDA")
of GBP(3.2) million (2013: (GBP2.3) million).
At 31 December 2014, the Group's consolidated net assets were
GBP9.7 million (2013: GBP1.6 million), cash was GBP4.2 million
(2013: GBP5.6 million) and net cash was GBP1.3 million (2013: net
debt GBP8.4 million).
Income Statement
Central costs
Central costs of GBP1.3 million (2013: GBP1.7 million) comprise
head office and management costs of the Company and its immediate
subsidiary company, MMPSL.
Interest and Tax
Net finance costs in the year totalled GBP0.7 million (2013:
GBP0.5 million) and included interest charges on Central borrowing
costs. A tax charge of GBP0.4 million (2013: GBPnil) was recognised
in the year, primarily the write-off of a deferred tax asset of
which recovery is not expected in the short term.
Loss per share
Loss per share ("LPS") on continuing operations for the year was
(2.4) pence (2013: (8.1) pence).
Loss from discontinued operations
The Group made the decision to write-down the value of its
transport business during 2013 by GBP10.6 million and sold the
business in 2014. The loss after tax of GBP1.4 million for the year
combined with the disposal costs resulted in a total loss on
discontinued operations of GBP2.7 million.
Statement of Financial Position
Net assets at 31 December 2014 were GBP9.7 million (2013: GBP1.6
million). The Group's net assets include cash of GBP4.2 million
(2013: GBP5.6 million), net cash of GBP1.3 million (2013: net debt
GBP8.4 million) and property, plant and equipment held in its
operating subsidiaries of GBP3.0 million (2013: GBP3.3 million).
The Group has goodwill and intangible assets relating to
acquisitions of GBP3.0 million (2013: GBP3.5 million).
The Group performs an annual impairment review for goodwill and
other intangible assets with indefinite useful lives, by comparing
the carrying amount of these assets with the recoverable amount.
Testing is carried out by allocating the carrying value of these
assets to groups of cash generating units. The results of the
impairment reviews support the value of the assets in Le Chameau at
the year end. Impairment testing requires an estimate of future
cash flows and determination of a suitable discount rate. These
calculations require the use of estimates which are inherently
judgemental and susceptible to change because they require the
Group to make assumptions about future supply and demand, economic
and market conditions.
Group borrowings
At 31 December 2014, total Group cash, net of debt, was GBP1.3
million (2013: net debt GBP8.4 million.) Le Chameau has access to
an invoice discounting facility with Eurofactor, from which GBP1.5
million (2013: GBP0.9 million) was outstanding at the end of the
year, and other on-demand facilities of GBP1.4 million.
Share capital
The Company had 473.2 million (2013: 63.1 million) Ordinary
shares in issue at the end of the year.
Cashflow
During the year, the Company raised GBP5.4 million gross from
the issue of Ordinary shares and a further GBP12.0 of loan notes
and accrued interest were converted to Ordinary shares (2013:
GBP12.8 million raised from the issue of loan notes to MVI and
minorities).
Cash outflow from operations was GBP5.5 million (2013: GBP7.3
million) and the net cash outflow from investing activities and
capital expenditure was GBP1.3 million (2013: GBP5.1 million).
Repayment of borrowings and associated interest totalled GBP12.2
million (2013: GBP0.8 million). In total, this resulted in cash and
cash equivalents at year end of GBP4.2 million (2013: GBP5.6
million).
Each division retains ownership for their respective cash
management processes, although overall control remains at Group
level.
Principal risks and uncertainties
Risk is an inherent and accepted element of doing business. The
Board has identified the principal risks impacting the Group and
maintains and develops a risk management system that is appropriate
and commensurate to the business. Set out below are the key risks
to the Group, together with the mitigating factors or action the
Group has taken in respect of those risks.
Financial risk
The Group's assets, earnings and cash flows are exposed to a
variety of financial risks. These risks include:
-- Availability of funds to meet the Group's operating and financing requirements
-- Fluctuations in interest and foreign exchange risks
-- Pricing risk arising from the Group's investments in financial assets
-- Ability to secure financing facilities for new strategic acquisitions
The management of financial risks is further detailed in note 23
to the Group financial statements.
Acquisition risk
The Group may acquire strategic investments and will encounter
evaluation risks relating to the underlying financial condition and
future prospects of such investments, despite various controls in
place. The Group's strategic investment framework outlines the
principal guidelines for the Group prior to undertaking its
strategic acquisitions. The framework requires thorough due
diligence on the investment opportunity, with various assessment
criteria as well as an approval framework requiring consent at
various stages of the investment process from the Board and the
boards of directors of the relevant subsidiary companies.
The Group's business strategy of achieving capital appreciation
through building its conglomerate model and taking advantage of
management and operational synergies may be negatively impacted by
ineffective operating strategies or failure to complete identified
acquisitions, leading to reduced capital appreciation.
The business strategy of the Group allows for it to make
acquisitions which are specifically focused on a particular sector
or geographical area which may be affected by macroeconomic events
which do not have an impact on the broader economy. The investment
portfolio of the Company may be subject to a higher degree of risk
than would be the case if it held a diversified portfolio.
Performance risk
The Company's investment portfolio is exposed to external
factors which may impact on directly on its performance. The
performance of each of the operating companies is monitored to
ensure that risks to the underlying performance of the businesses
are addressed.
Dependence on shareholders
The Group is dependent on shareholders for the provision of
equity finance and for permission to raise such finance.
Dependence on key personnel
The Group's strategy of working with operational management
teams means that the loss of the service of key personnel may have
an adverse effect on the business. The Group employs
incentivisation schemes where appropriate, including rewards for
long term sustainable increase in shareholder value, in order to
retain and maximize the value of management employed by the Group.
Details of the Group's incentive schemes are set out in note
31.
Changes to legislation and regulation
Le Chameau is subject to local regulation and regulatory change
which may impact its future performance. Local management is
responsible for ensuring compliance with regulations and, where
appropriate, operational procedures are established to provide a
compliance framework for each business. Management monitors
regulatory and legal developments and at a local and national level
participate in industry forums through membership of various
trading bodies. Regulatory change in luxury goods industry occurs
relatively slowly.
Operational risk
The Group has established an internal control and governance
framework, however prior to acquisition, each operating division
had its own internal governance, control and operational framework.
Whilst the Group undertakes due diligence on investment
opportunities, it cannot be guaranteed that all material weaknesses
in a company's operating models are identified. In addition, the
diversity of the Group's business activities and reliance on
different systems, machinery and equipment, and people for its
operating divisions increase its exposure to operational risks in
the event of failure of any one element. Operational interruptions
resulting from accidents, system interruptions or damage to plant,
machinery and equipment may also adversely affect the Group's
operations and financial performance. To mitigate these risks the
Group has in place preventative maintenance programmes, regular
monitoring of operational performance as well as comprehensive
insurance. Health, safety and the environmental compliance are also
considered key priorities in the Group's operations, more details
on which are provided in the Directors' Report.
Approved by the Board and signed on its behalf by:
Mark Kirkland
Chief Financial Officer
28 May 2015
BOARD OF DIRECTORS
Robert Ware, Non-executive Chairman
Robert Ware was appointed as a Director and Chairman on 15
October 2010 and is also a member of the Audit and Risk Committee,
Remuneration Committee and is Chairman of the Nomination Committee.
Robert is not considered to be independent according to the
provisions of the Corporate Governance Code. Robert is the chief
executive of The Conygar Investment Company PLC, a property
development and investment company. Robert is also the chairman of
Terra Catalyst Fund, Marwyn Value Investors Limited and Chalkstream
Investment Company Plc. He is also a non-executive director of
Tarsus Group plc.
Ian Steer, Senior Non-executive Director
Ian was appointed to the Board on 12 January 2011 and became the
Senior Independent Director on the same date. Ian became a member
of the Audit and Risk Committee on 13 December 2011 and is also a
member of the Nomination Committee and is Chairman of the
Remuneration Committee. Ian Steer, MA (Oxon) served as a director
of Samuel Montagu & Co Ltd from 1988 to 1993 where he ran the
property/project and tax-based lending teams and worked closely
with the Corporate Finance Division on a range of major
acquisitions and buy-ins. Ian left to set up his own consultancy
company and accepted a part time directorship at LCF Rothschild
Securities Ltd where he introduced a major management buyout which
led to a flotation. Ian teamed up with the property director of a
management buy-in client to form a consultancy to the logistics
industry and concluded several transactions for major car
manufacturers and transporters that were sold on or partly retained
and developed. Ian is currently a director of several property
development and investment companies and is backing several energy
from waste projects.
Stephen East, Non-executive Director
Stephen was appointed to the Board on 12 January 2011 and is the
Chairman of the Audit and Risk Committee and is also a member of
the Nomination and Remuneration Committees. Stephen joined Redland
plc's treasury team in 1983 becoming Group Treasurer in 1987 with
global responsibilities including tax, treasury, insurance and
corporate finance. In 1996 he left to set up his own consultancy
business before joining one of his clients, MEPC plc, at the end of
1997 as Director of Corporate Finance, becoming Group Finance
Director in May 1999 until September 2003. From June 2005 until
December 2008 he was Group Finance Director of Woolworths Group
plc. He is non-executive chairman of Local Shopping REIT plc, a
non-executive director of Snoozebox Holdings plc, and Genesis
Housing Association Limited, a former President of the Association
of Corporate Treasurers and a fellow of the Institute of Chartered
Accountants in England and Wales. He was a non-executive director
of Star Energy Group plc from 2004 to 2008, of Regus Group plc from
2005 to 2008 and CQS Diversified Fund Limited from 2010 to
2015.
James Corsellis, Executive Director
James Corsellis founded one of the earliest strategic technology
consultancies in 1994 and was Chief Executive Officer of icollector
plc, a leading provider of live auction trading platforms. He later
negotiated the joint venture with eBay, which saw icollector become
the exclusive partner worldwide for traditional auction houses. In
2000, James, alongside Mark Brangstrup Watts, founded Marwyn and is
currently a managing partner of Marwyn Capital and Marwyn
Investment Management LLP. Whilst at Marwyn, James has specialised
in advising small-cap listed and unlisted companies on strategy and
business planning and has overseen a number of transactions,
raising an aggregate equity of close to GBP2.5 billion in
acquisition funding. James has been a director of several
AIM-listed companies including Concateno plc and is currently a
director of Entertainment One Ltd. and BCA Marketplace plc, which
are admitted to trading on the Official List.
Mark Brangstrup Watts, Executive Director
Mark Brangstrup Watts has a BA (Hons) from London University and
since 1998 he has advised the boards of UK and other public
companies. Mark worked for Matrix Strategic Research Ltd as a
management consultant from 1995 to 1999 and as a freelance
consultant from 1999 to 2000, during which time Mark provided
financial analysis and was responsible for strategic development
projects for several listed and unlisted companies. In 2000, Mark,
alongside James Corsellis, founded Marwyn and is currently a
managing partner of Marwyn Investment Management LLP and Marwyn
Capital. Whilst at Marwyn, Mark has specialised in advising
small-cap listed and unlisted companies on strategy and business
planning and has overseen a number of transactions, raising an
aggregate equity of close to GBP2.5 billion in acquisition funding.
Mark is a director of BCA Marketplace plc, which is admitted to
trading on the Official List and has been a director of several
Official List and AIM-listed companies including Entertainment One
Ltd., Advanced Computer Software Plc, Inspicio plc and Talarius
plc.
Mark Kirkland, Chief Financial Officer
Mark joined as CFO in June 2012. He has extensive corporate and
public company experience, having previously been CFO of Raven
Mount Group Plc. Mark is a Chartered Accountant, having qualified
with Price Waterhouse (London) and also worked extensively in
corporate finance, predominantly with UBS Ltd.
DIRECTORS' REPORT
The Directors present their report, together with the
consolidated audited financial statements, for the year ended 31
December 2014.
Principal Activity and Business Review
MMP is a corporate vehicle launched to pursue acquisition led
growth strategies. The Company identifies and works alongside
management teams with proven sector expertise to deliver capital
value through the execution of its "buy and build" strategies.
The Board of Directors are required under section 417 of the
United Kingdom Companies Act 2006 ("UKCA 2006") to present a fair
review of the business of the Group during the financial year ended
31 December 2014 and its future developments, the position of the
Group at the end of the financial year and a description of the
principal risks and uncertainties facing the Group. The information
that fulfils the requirements of section 417 can be found in the
following sections of the Report which are incorporated in this
review by reference:
-- Highlights
-- Chairman's Statement
-- Strategic Report
-- Directors' Report
Results and Dividends
For the year ended 31 December 2014, the Group's loss before tax
on continuing operations was GBP5.8 million (2013: loss GBP4.9
million). Dividends will be paid to shareholders when there are
sufficient distributable reserves and the Directors believe it is
appropriate and prudent to do so. No dividends have been
recommended for the year ended 31 December 2014 or the prior
year.
Directors
The following Directors served during the year and up to the
date of the signing of the financial statements:
Robert Ware Chairman
Ian Steer Senior Independent
Director
Stephen East Non-Executive Director
James Corsellis Executive Director
Mark Brangstrup Executive Director
Watts
Mark Kirkland Chief Financial
Officer
Antoinette Vanderpuije Company Secretary
Biographies of the Directors at the date of this report are
provided in the section entitled Board of Directors.
Directors' Interests
The Directors had the following interests in the issued share
capital of the Company as at 31 December 2014:
At 31 December At 31 December
2014 2013
Director Ordinary shares Ordinary Warrants
shares
Robert Ware 150,000 150,000 -
Ian Steer 114,000 40,000 -
Stephen East 56,400 56,400 25,000
Mark Brangstrup Watts 25,000 25,000 25,000
James Corsellis 25,000 25,000 25,000
Mark Kirkland - - -
There were no contracts or share schemes existing during, or at
the end of the year in which any Director is, or was, materially
interested which are, or were, significant in relation to the
business of the Group with the exception of the Founder Securities
Agreement, and the options over 1,285,373 ordinary shares granted
to Mark Kirkland, details of which are set out in note 31 to the
Group financial statements.
The Executive Directors hold a number of non-executive positions
which are referred to in their respective biographies. The Company
has throughout the year and at the date of approval of the
financial statements had third party indemnity and liability
insurance for its Directors and Officers in place against any
financial consequences of actions which may be brought against them
by third parties for their acts or omissions in the course of the
performance of their duties as Directors or Officers of the
Company.
Major Interests in Ordinary Shares
As at 18 May 2015, the Company has been notified of the
following shareholder holding 3% or more of the issued ordinary
share capital of the Company:
Shareholder Ordinary % ownership
shares
Marwyn Value Investors LP 680,832,681 90.1
Employees
The Group recognises the importance of employee involvement in
the operation and development of its businesses, which are given
autonomy within the Group structure to enable management to be
fully accountable for their own actions and gain maximum benefit
from local knowledge. The Group is committed to providing equal
opportunities for individuals in all aspects of employment.
Employee Share Incentive Schemes
The Company and certain subsidiaries in the Group operate
employee share incentive schemes which contain provisions whereby,
upon a change of control, outstanding options and awards would vest
and become exercisable, subject (in the case of certain schemes
only) to the satisfaction of any performance conditions at that
time and any time pro-rating of options and awards. Details of the
Group's share incentive schemes are set out in note 31.
Payment of Creditors
The Company is a corporate investment vehicle and has no
external trade suppliers. It is the policy of the Group's operating
businesses to negotiate payments terms when agreeing the overall
terms of the transaction with all their suppliers, and to abide by
them provided that they are satisfied that the supplier has
provided the goods or services in accordance with the agreed terms
and conditions. The Group does not follow any standard or external
code which deals specifically with the payment of suppliers.
Charitable Donations and Political Contributions
The Group made no charitable or political donations during the
year (2013: GBPnil).
Contracts of Significance
Le Chameau has entered into a corporate finance advisory
agreement with Marwyn Capital LLP ("Marwyn Capital"), a related
party, pursuant to which Marwyn Capital will provide strategic and
corporate advice and office services.
At no time during the year did any Director hold a material
interest in any other contract of significance with the Company or
any of its subsidiary undertakings other than the service contracts
between each Executive Director and the Company and except as
described in note 32 to the Group financial statements.
Change of Control
The Founder Securities are B ordinary shares in MMPSL. On
satisfaction of the performance condition referred to below the
holders of Founder Securities have the right to redeem the Founder
Securities for an amount equal to 20 percent of the Adjusted Market
Capitalisation of the Company (defined as the market capitalisation
less the book value of assets held by the Company which the
Operator has recommended be returned to shareholders) as at the
date the performance condition is satisfied (subject to such
further adjustment as the auditors may approve as a result of any
share capital reorganisation).
Broadly, the performance condition will be satisfied when
shareholders have received or are deemed to have received an IRR of
10 percent and a minimum return of 125 percent of the gross
proceeds from all relevant issues of equity securities. The
performance condition is also satisfied on a change of control of
the Company.
Health Safety and Environment
The safety of our customers and staff is our highest priority.
We focus on eradicating unsafe acts and practices and continually
seek to develop ways to actively engage employees in ensuring best
practice in all areas of health and safety across all of our
businesses.
The Board of the Luxury Goods business monitors health and
safety risks and has a health and safety committee that meets
quarterly. Health and safety standards and benchmarks have been
established and performance is closely monitoredthrough Safety Key
Performance Indicators.
A strong Corporate Social Responsibility (CSR) culture is
important to any business. It drives businesses to improve
performance resulting in better employee engagement, improved
customer service and higher business efficiency. CSR is also about
ensuring the Group helps tackle some of the wider challenges we
face as a society including congestion, resource use and climate
change. The Group is fully committed to playing its part in meeting
these challenges.
Employment policies
It is the policy of the Group to consider the health, welfare
and well-being of employees by maintaining safe places and systems
of work. The Group's employment policies are regularly reviewed by
local management to ensure they remain effective. These policies
promote a working environment which underpins the recruitment and
retention of professional and conscientious employees, and which
improves productivity in an atmosphere free of discrimination. The
Group is committed to giving full and fair consideration to all
applicants for employment who are disabled and for continuing the
employment of those who become disabled while employed.
Training is also a priority and is a focus of considerable
effort. Employees are consulted and involved in the development of
the Group in a number of ways which include regular briefings, team
updates, workers council and announcements.
Going concern
The Directors have reviewed the Group's budget, its liquid
resources and its medium term plans, and undertook a placing in
March 2015 to raise funds for the execution of the Le Chameau
business plan. Based on these factors, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future and,
accordingly, consider that it is appropriate to adopt the going
concern basis in preparing these financial statements.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic
Report, Directors' Report and the Group financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the directors
have prepared the Group financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union, and the parent company financial statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable law).
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and the Company and of
the profit or loss of the Group for that period. In preparing these
financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether IFRSs as adopted by the European Union and
applicable UK Accounting Standards have been followed, subject to
any material departures disclosed and explained in the Group and
parent company financial statements respectively;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and the Group and enable them to
ensure that the financial statements comply with the Companies Act
2006 and, as regards the Group financial statements, Article 4 of
the IAS Regulation. They are also responsible for safeguarding the
assets of the Company and the Group and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity
of the Company's website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Having taken all matters considered by the Board and brought to
the attention of the Board during the year into account, the
Directors are satisfied that the Report and Group Financial
Statements, taken as a whole, is fair, balanced and understandable,
and provides the information necessary for shareholders to assess
the Company's performance.
Each of the Directors, whose names and functions are listed
above, confirms that, to the best of their knowledge:
-- the Group financial statements, which have been prepared in
accordance with IFRSs as adopted by the EU, give a true and fair
view of the assets, liabilities, financial position and loss of the
Group; and
-- the Directors' report contained includes a fair review of the
development and performance of the business and the position of the
Group, together with a description of the principal risks and
uncertainties that it faces.
Auditors and disclosure of information to auditors
In accordance with Companies Act 2006, all Directors in office
as at the date of this report have confirmed:
-- As far as the Director is aware, there is no relevant audit
information of which the Company's auditors are unaware and;
-- The Director has taken all the steps that he ought to have
taken as a director in order to make himself aware of any relevant
audit information and to establish that the Company's auditors are
aware of that information.
The auditors, PricewaterhouseCoopers LLP, have indicated their
willingness to continue in office, and a resolution that they be
re-appointed will be proposed at the Annual General Meeting.
On behalf of the Board
Mark Kirkland
Director
28 May 2015
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARWYN MANAGENENT
PARTNERS PLC
Report on the Group financial statements
Our opinion
In our opinion Marwyn Management Partners plc's group financial
statements ("the financial statements"):
-- give a true and fair view of the state of the group's affairs
as at 31 December 2014 and of its loss and cash flows for the year
then ended;
-- have been properly prepared in accordance with International
Financial Reporting Standards ("IFRSs") as adopted by the European
Union; and
-- have been prepared in accordance with the requirements of the
Companies Act 2006 and Article 4 of the IAS Regulation.
What we have audited
Marwyn Management Partners plc's financial statements
comprise:
-- the Consolidated Statement of Financial Position as at 31 December 2014;
-- the consolidated Statement of Comprehensive Income for the year then ended;
-- the Consolidated Cash Flow Statement for the year then ended;
-- the Consolidated Statement of Changes in Equity for the year then ended; and
-- the notes to the consolidated financial statements, which
include a summary of significant accounting policies and other
explanatory information.
The financial reporting framework that has been applied in their
preparation is applicable law and IFRSs as adopted by the European
Union.
In applying the financial reporting framework, the directors
have made a number of subjective judgements, for example in respect
of significant accounting estimates. In making such estimates, they
have made assumptions and considered future events.
Opinions on other matter prescribed by the Companies Act
2006
In our opinion the information given in the Strategic Report and
the Directors' Report for the financial year for which the
financial statements are prepared is consistent with the financial
statements.
Other matters on which we are required to report by
exception
Adequacy of information and explanations received
Under the Companies Act 2006 we are required to report to you
if, in our opinion, we have not received all the information and
explanations we require for our audit. We have no exceptions to
report arising from this responsibility.
Directors' remuneration
Under the Companies Act 2006 we are required to report to you
if, in our opinion, certain disclosures of directors' remuneration
specified by law are not made. We have no exceptions to report
arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the Statement of Directors'
Responsibilities set out on page 13, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and
International Standards on Auditing (UK & Ireland) ("ISAs").
Those standards require us to comply with the Auditing Practices
Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and
only for the company's members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for no other purpose. We
do not, in giving these opinions, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
What an audit of financial statements involves
We conducted our audit in accordance with ISAs (UK &
Ireland). An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of:
-- whether the accounting policies are appropriate to the
group's circumstances and have been consistently applied and
adequately disclosed;
-- the reasonableness of significant accounting estimates made by the directors; and
-- the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the
directors' judgements against available evidence, forming our own
judgments, and evaluating the disclosures in the financial
statements.
We test and examine information, using sampling and other
auditing techniques, to the extent we consider necessary to provide
a reasonable basis for us to draw conclusions. We obtain audit
evidence through testing the effectiveness of controls, substantive
procedures or a combination of both.
In addition, we read all the financial and non-financial
information in the Annual Report and Financial Statements to
identify material inconsistencies with the audited financial
statements and to identify any information that is apparently
materially incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing the audit. If
we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Other matter
We have reported separately on the company financial statements
of Marwyn Management Partners plc for the year ended 31 December
2014.
Darryl Phillips (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
28 May 2015
Consolidated Statement of Comprehensive Income
For the year to 31 December 2014
For the For the
year to year to
31 December 31 December
2014 2013
Note GBP'000 GBP'000
------------------------------------------------------ ----- ------------- -------------
Continuing operations
Revenue 18,442 21,431
Cost of sales (7,932) (9,473)
------------- -------------
Gross profit 10,510 11,958
Administrative expenses (15,648) (16,333)
Operating loss 4 (5,138) (4,375)
Analysed as
Loss from continuing operations
before exceptional items (5,138) (4,288)
Exceptional items included in
administrative expenses 5 - (87)
------------- -------------
Operating loss (5,138) (4,375)
-------------------------------------------------------- ----- ------------- -------------
Finance income 12 4 5
Finance costs 12 (664) (482)
-------------
Loss before taxation (5,798) (4,852)
------------- -------------
Taxation 11 (381) (39)
-------------
Loss after taxation from
continuing operations (6,179) (4,891)
Loss from discontinuing
operations (net of taxation) 13 (2,745) (14,754)
Loss for the year (8,924) (19,645)
Loss for the year attributable
to:
* Equity holders of the Company (8,200) (18,901)
* Non-controlling interests (724) (744)
------------- -------------
(8,924) (19,645)
------------- -------------
Basic and diluted loss
per share on continuing
operations 10 (2.4p) (8.1p)
Basic and diluted loss
per share attributable
to the owners of the parent 10 (3.2p) (31.5p)
Total other comprehensive
income which may be subsequently
recycled to the income
statement
* Exchange differences on translation of foreign
operations 332 282
(203) -
* Actuarial (loss) on pension scheme
* Fair value movement on fuel hedge 50 (33)
Total other comprehensive
(loss)/gain 179 249
------------- -------------
Total comprehensive loss
for the year attributable:
* Equity holders of the Company (7,986) (18,652)
* Non-controlling interests (759) (744)
------------- -------------
(8,745) (19,396)
------------- -------------
The notes form an integral part of these consolidated financial
statements.
Consolidated Statement of Financial Position
For the year ended 31 December 2014
31 December 31 December
2014 2013
Note GBP'000 GBP'000
ASSETS
Non Current Assets
Goodwill 14 1,046 1,116
Other intangible assets 15 1,987 2,429
Property, plant and equipment 16 2,984 3,329
Other non current asset 221 225
Deferred tax asset - 387
------------ ------------
Total non-current assets 6,238 7,486
------------ ------------
Current assets
Inventories 17 4,251 4,670
Trade and other receivables 18 4,962 5,594
Discontinuing business held
for sale - assets - 12,973
Cash and cash equivalents 4,176 5,593
------------ ------------
Total current assets 13,389 28,830
------------ ------------
Total assets 19,627 36,316
------------ ------------
EQUITY AND LIABILITIES
Equity
Share capital 25 4,732 631
Share premium 33,189 20,441
Other reserves 26 (562) (944)
Accumulated losses (27,998) (19,630)
------------ ------------
Equity attributable to holders
of the parent 9,361 498
------------ ------------
Non-controlling interests 24 315 1,074
------------ ------------
Total equity 9,676 1,572
------------ ------------
Non-current liabilities
Loans and borrowings 21 1,301 12,848
Deferred taxation 19 -
Retirement benefit obligations 20 1,406 1,171
------------
Total non-current liabilities 2,726 14,019
------------ ------------
Current liabilities
Trade and other payables 19 5,353 6,216
Loans and borrowings 21 1,554 1,186
Provisions for other liabilities
and charges 30 318 350
Liabilities in respect of
assets held for resale - 12,973
Total current liabilities 7,225 20,725
------------ ------------
Total liabilities 9,951 34,744
------------ ------------
Total equity and liabilities 19,627 36,316
------------ ------------
The notes form an integral part of these consolidated financial
statements. The financial statements were approved by the Board of
Directors on 28 May 2015 and were signed on its behalf by:
Mark Kirkland Company number: 7409681
Chief Financial Officer
Consolidated Statement of Changes in Equity
For the year ended 31 December 2014
Total
amounts
attributable
to equity
Share Share Other Accumulated holders
Year ended Capital Premium reserves losses of the Non-controlling Total
31 December GBP'000 GBP'000 GBP'000 GBP'000 parent interests Equity
2014 GBP'000 GBP'000 GBP'000
Loss for the
year - - - (8,200) (8,200) (724) (8,924)
Other
comprehensive
income:
Currency
translation
differences - - 332 - 332 - 332
Pension
actuarial
loss - - - (168) (168) (35) (203)
Cash flow
hedges,
net of tax - - 50 - 50 - 50
Total
comprehensive
income - - 382 (8,368) (7,986) (759) (8,745)
Total equity
at 1 January
2014 631 20,441 (944) (19,630) 498 1,074 1,572
Shares issued 4,101 12,748 - - 16,849 - 16,849
Total equity
at 31 December
2014 4,732 33,189 (562) (27,998) 9,361 315 9,676
---------- ---------- ----------- -------------- --------------- ----------------- ----------
Total
amounts
attributable
to equity
Share Share Other Accumulated holders
Year ended Capital Premium reserves losses of the Non-controlling Total
31 December GBP'000 GBP'000 GBP'000 GBP'000 parent interests Equity
2013 GBP'000 GBP'000 GBP'000
Loss for the
year - - - (18,901) (18,901) (744) (19,645)
Other
comprehensive
income:
Currency
translation
differences - - 282 - 282 - 282
Cash flow
hedges,
net of tax - - (33) - (33) - (33)
Total
comprehensive
income - - 249 (18,901) (18,652) (744) (19,396)
Total equity
at 1 January
2013 631 20,441 (1,003) (729) 19,340 668 20,008
Shares issued
by subsidiary
undertakings - - (190) - (190) 1,150 960
Total equity
at 31 December
2013 631 20,441 (944) (19,630) 498 1,074 1,572
---------- ---------- ----------- -------------- --------------- ----------------- ----------
Consolidated Cash Flow Statement
For the year ended 31 December 2014
Group Group
Year Year
ended ended
31 December 31 December
2014 2013
GBP'000 GBP'000
------------------------------------- ------------- -------------
Cash flows from operating
activities
Loss before tax (including
loss from discontinued activities) (8,543) (19,606)
Adjustments for:
Loss/impairment of discontinuing
operation 2,745 10,580
Depreciation 541 2,081
Amortisation 84 203
Profit on disposal of property, 53 -
plant and equipment
Write-down of intangibles (211) -
assets
(Increase)/decrease in inventories 419 348
(Increase)/decrease in trade
and other receivables 632 (411)
(Decrease)/increase in trade
and other payables (640) (57)
Interest received 4 4
Interest paid (571) (415)
Share based payment charges - (3)
Tax paid - (12)
------------- -------------
Cash outflow from operations (5,487) (7,288)
============= =============
Cash flow from investing activities
Acquisition of subsidiaries,
net of cash acquired - (583)
Disposal of subsidiaries (735) -
Purchase of intangibles assets (171) (425)
Purchase of property, plant
and equipment (388) (4,085)
------------- -------------
Net cash outflow from investing
activities (1,294) (5,093)
============= =============
Cash flow from financing activities
Repayment of borrowings - (809)
Proceeds from bank loans 888 2,625
Proceeds from issue of loan
notes - 12,785
Repayment of loan notes (12,233) -
Loan note issue costs - (87)
Issue of shares (net of costs) 16,849 -
Proceeds from issue of ordinary
shares to non-controlling
interests - 1,150
Net cash (outflow)/inflow
from financing activities 5,504 15,664
============= =============
Effect of exchange rate on
cash and cash equivalents (140) 111
Classified as Assets held
for sale - (561)
Net (decrease)/increase in
cash and cash equivalents (1,417) 2,833
Cash and cash equivalents
at beginning of year 5,593 2,760
------------- -------------
Cash and cash equivalents
at the end of the year 4,176 5,593
============= =============
The notes form an integral part of these consolidated financial
statements.
Notes to Consolidated Financial Statements
1. Reporting entity
MMP is a company incorporated and domiciled in the UK. The
address of the registered office is 11 Buckingham Street, London,
WC2N 6DF. Marwyn Management Partners plc is a corporate vehicle
launched to pursue acquisition led growth strategies. The Company
identifies and works alongside management teams with proven sector
expertise to seek to deliver capital value through the execution of
its "buy and build" strategies. MMP offers its management teams the
kind of support normally available only to much larger companies.
The Company is listed on the AiM market of the London Stock
Exchange.
2. Accounting policies
(a) Basis of preparation
The consolidated financial statements of the Group have been
prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union and the Companies
Act 2006, as applied to companies reporting under IFRS. The
consolidated financial statements for the year ended 31 December
2014 have been prepared using the measurement basis specified by
IFRS for each type of asset, liability, income and expense. The
significant accounting policies that have been used in the
preparation of these financial statements are summarised below and
have been applied consistently for both periods presented other
than where new accounting policies have been adopted. The financial
statements have been prepared in accordance with IFRS
Interpretations Committee (IFRS IC) interpretations
It was decided to sell Metropolitan European Transport plc in
November 2013, although the sale was not completed by 31 December
2013. The results for 2013 and 2014 have been presented within Loss
from discontinuing operations in the income statement. Further
details are provided in note 13.
The Group financial statements have been prepared on a going
concern basis under the historical cost convention, as modified by
the revaluation of financial assets and financial liabilities
(including derivative instruments) at fair value through profit or
loss.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates. The areas
involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the consolidated
financial statements are disclosed in note 2 (c) below in use of
estimates and judgments.
(b) Functional and presentation currency
The Group financial statements are presented to the nearest
thousand in pounds sterling, which is the Company's functional and
the Group's presentation currency.
Transactions in foreign currencies are translated to the
respective functional currencies of Group entities at exchange
rates at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies at the reporting date
are retranslated to the functional currency at the exchange rate at
that date. Foreign currency differences arising on retranslation
are recognised in profit or loss.
Non-monetary assets and liabilities denominated in foreign
currencies that are measured at fair value are retranslated to the
functional currency at the exchange rate at the date that the fair
value was determined. Non-monetary items in a foreign currency that
are measured in terms of historical cost are translated using the
exchange rate at the date of the transaction.
The net investments in overseas subsidiary undertakings are
translated from their functional currency into sterling at the rate
of exchange ruling at the balance sheet date. The exchange
differences arising on the retranslation of opening net assets are
taken directly to the translation reserve.
(c) Use of estimates and judgements
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the year
in which the estimates are revised and in any future years
affected.
Estimates and assumptions
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are described below.
Share-based payment transactions
The Group measures the cost of cash and equity-settled
transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted.
Estimating fair value for share-based payment transactions requires
determining the most appropriate valuation model, which is
dependent on the terms and conditions of the grant. This estimate
also requires determining the most appropriate inputs to the
valuation model including the expected life of the share option,
volatility and dividend yield and making assumptions about
them.
Impairment of goodwill and other non-current assets
The Group determines whether goodwill and indefinite life
intangibles are impaired on an annual basis or more frequently if
there are indicators of impairment. Other non-current assets are
tested for impairment if there are indicators of impairment.
Impairment testing requires an estimate of future cash flows and a
suitable discount rate. These calculations require the use of
estimates which are inherently judgemental and susceptible to
change because they require the Group to make assumptions about
future supply and demand, economic and market conditions. The
carrying value of the Group's goodwill and intangible assets and
sensitivity analysis of the key parameters for the assumptions used
are disclosed in notes 14 and 15 respectively.
(d) Basis of consolidation
(i) Subsidiaries
The financial information comprises the financial information of
the Group and its subsidiaries as at 31 December 2014. Subsidiaries
are entities controlled by the Group. The financial information of
subsidiaries is included in the Group's financial statements from
the date that control commences until the date that control ceases.
The trading results of companies acquired during the year are
accounted for under the acquisition method of accounting. All
intra-group transactions, balances, income and expenses are
eliminated on consolidation. Subsidiaries are entities over which
the Group has power to govern the financial and operating policies
of the subsidiary. The cost of acquisition is measured as the fair
value of assets given, equity instruments issued and liabilities
incurred. The identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are
measured at their fair values at the acquisition date, irrespective
of the extent of any minority interest. The accounting policies of
subsidiaries are changed when necessary to align them with the
policies adopted by the Group.
(ii) Non-controlling interests
On an acquisition by acquisition basis, the Group recognises any
non-controlling interest in the acquiree either at fair value or at
the non-controlling interest's proportionate share of the
acquiree's net assets.
The Group treats transactions with non-controlling interests as
transactions with equity owners of the Group. For purchases from
non-controlling interests, the difference between any consideration
paid and the relevant share acquired of the carrying value of net
assets of the subsidiary is recorded in equity. Gains or losses on
disposals to non-controlling interests are also recorded in
equity.
(iii) Goodwill
Goodwill arising on the acquisition of subsidiary undertakings
and businesses, representing the excess of the fair value of the
consideration given over the fair value of the identifiable assets
and liabilities acquired, is capitalised as an intangible asset. At
the reporting date, where management's assessment and accounting of
the business combination is in the process of being finalised, the
carrying amount of the assets, liabilities and goodwill are stated
as provisional. The provisional amounts will be finalised within 12
months from the date of acquisition, with appropriate adjustments
made to the assets, liabilities and goodwill as prior year
adjustments where necessary.
The carrying value of goodwill is tested for impairment at least
annually, or more frequently if events or changes in circumstances
indicate a potential impairment, by reference to the relevant cash
generating unit (CGU) and is carried at cost less accumulated
impairment losses. Any impairment is recognised immediately in the
consolidated statement of comprehensive income and is not
subsequently reversed.
(e) Revenue recognition
Revenue comprises the fair value of the consideration received
or receivable for the sale of goods and services in the ordinary
course of the Group's activities. Revenue is shown net of
value-added tax, and after eliminating sales within
the Group. The Group recognises revenue when the amount of
revenue can be reliably measured, it is probable that future
economic benefits will flow to the entity and when specific
criteria have been met for each of the Group's activities as
described below:
Luxury goods division - Le Chameau SAS
Revenue represents sales to external customers excluding value
added tax. Revenue is recognised on despatch of goods to
customers.
(f) Exceptional expenses
The Directors regard as exceptional those items which are either
material and non-recurring in nature, or are sufficiently material
(in themselves or in aggregate) and of a non-operating nature that
separate disclosure is necessary for users properly to understand
the performance of the Group. Exceptional items therefore
include:-
-- Costs related to successful business combinations
-- Costs related to aborted and ongoing potential business combinations
-- Fund raising costs
-- Set up costs
These categories form a framework for presentation going
forward, and the Directors will continually assess whether other
significant items that may arise in the future are exceptional or
not. A breakdown of the Group's exceptional expenses is provided in
note 5.
In addition, the Directors use certain non GAAP measures to
assess business performance. These measures exclude certain items
that, whilst not exceptional in nature, do not reflect the
underlying performance of the Group's operating businesses and are
not recurring in nature. These items include deal sourcing costs
and share based payments. An analysis of those items is provided in
notes 6 and 7.
(g) Segmental reporting
IFRS8 requires the Group to disclose information about its
operating segments and the geographic areas in which it operates.
It requires identification of operating segments on the basis of
internal reports that are regularly reviewed by the entity's chief
operating decision maker in order to allocate resources to the
segment and assess its performance. An operating segment is a
component of the Group that engages in business activities from
which it may earn revenues and incur expenses, including revenues
and expenses that relate to transactions with any of the Group's
other components. All operating segments' operating results are
reviewed regularly by the Board to make decisions about resources
to be allocated to the segment and to assess its performance, and
for which discrete financial information is available. Segment
results that are reported to the Board include items directly
attributable to a segment as well as those that can be allocated on
a reasonable basis. Unallocated items comprise mainly head office
expenses.
(h) Other intangible assets
Intangible assets purchased separately are capitalised at cost
and those with finite lives are amortised on a straight line basis
over their useful economic lives. Intangible assets acquired
through a business combination are capitalised separately from
goodwill at their fair values on initial recognition. After initial
recognition intangible assets acquired as part of a business
combination are carried at cost less accumulated amortisation,
where relevant, and any impairment losses. Methods of amortisation,
residual value and useful lives are reviewed and if necessary
adjusted at each reporting date. Intangible assets with indefinite
useful lives are tested annually for impairment either individually
or at the CGU level.
Any charge arising is presented in the consolidated statement of
comprehensive income within amortisation of intangible assets.
Amortisation is provided on intangibles with finite lives, on a
straight line basis over their expected useful life of ten years
except as noted below:
-- Premium on operating leases: over the term of the lease
-- Brands over 20 years
Premium on operating leases represents the premiums paid by the
businesses to obtain an operating lease.
(i) Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and accumulated impairment losses. Cost
comprises the aggregate amount paid and the fair value of any other
consideration given to acquire the asset and includes costs
directly attributable to making the asset capable of operating as
intended.
Depreciation is provided on all property, plant and equipment,
on a straight line basis over its expected useful life as
follows:
-- Freehold land: not depreciated
-- Freehold properties: between 2% and 3% per annum
-- Short leasehold property: over the term of the lease
-- Plant and equipment: between 5% and 33% per annum
-- Fixtures and fittings: between 25% and 33% per annum
The carrying values of property, plant and equipment are
reviewed for impairment if events or changes in circumstances
indicate the carrying value may not be recoverable and are written
down immediately to their recoverable amount. Useful lives and
residual values are reviewed and adjusted if appropriate at each
balance sheet date.
An item of property, plant and equipment is de-recognised upon
disposal or when no future economic benefits are expected to arise
from the continued use of the asset. Any gain or loss arising on
de-recognition of the asset is included in the consolidated
statement of comprehensive income in the year of
de-recognition.
(j) Inventories
Inventories in the Transport division are initially recognised
at cost on a first in first out basis, and subsequently at the
lower of cost and net realisable value. Inventories in the Luxury
Goods division are recognised at standard cost of production. Cost
comprises all costs of purchase and other costs incurred in
bringing the inventories to their present location and condition.
Provision is made as necessary for slow moving and defective
stock.
(k) Facility fees
The Group capitalises borrowings costs to the extent they are
directly attributable to the issue of debt. Borrowing costs of
GBPnil (2013 GBP0.2 million) were eligible to be and were
capitalised in the consolidated statement of financial position and
are amortised over the life of the loan.
(l) Interest payable
Interest payable is charged as it accrues using the effective
interest rate basis.
(m) Leases
The Group has entered into lease agreements as the lessee.
Leases where the third party lessor retains a significant portion
of the risks and benefits of ownership of the asset are classified
as operating leases and rentals payable are charged in the
consolidated statement of comprehensive income on a straight line
basis over the lease term. Benefits received and receivable as an
incentive to sign an operating lease are charged in the
consolidated income statement on a straight line basis over the
lease term. Leases where the Group a significant portion of the
risks and benefits of ownership of the asset are classified as
finance leases and the assets are capitalised in the accounts and
depreciated.
(n) Current and deferred taxation
The tax expense for the year comprises current and deferred tax.
Tax is recognised in the income statement, except to the extent
that it relates to items recognised in other comprehensive income
or directly in equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity, respectively. The
current income tax charge is calculated on the basis of the tax
laws enacted or substantively enacted at the balance sheet date in
the countries where the company and its subsidiaries operate and
generate taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method,
on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated
financial statements. However, deferred tax liabilities are not
recognised if they arise from the initial recognition of goodwill;
deferred income tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax
is determined using tax rates (and laws) that have been enacted or
substantially enacted by the balance sheet date and are expected to
apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent
that it is probable that future taxable profit will be available
against which the temporary differences can be utilised. Deferred
income tax is provided on temporary differences arising on
investments in subsidiaries, except for deferred income tax
liability where the timing of the reversal of the temporary
difference is controlled by the group and it is probable that the
temporary difference will not reverse in the foreseeable
future.
Deferred income tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income taxes assets
and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
(o) Financial instruments - initial recognition and subsequent
measurement
i) Financial assets
Initial recognition and measurement
Financial assets within the scope of IAS 39 are classified as
financial assets at fair value through profit or loss, loans and
receivables, or as derivatives designated as hedging instruments in
an effective hedge, as appropriate. The Group determines the
classification of its financial assets at initial recognition.
The financial assets which the Group currently holds include
cash and cash equivalents and receivables, which are initially
recognised at fair value.
Subsequent measurement
The subsequent measurement of financial assets depends on their
classification as follows:
Receivables
Receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market.
After initial measurement, such financial assets are subsequently
measured at amortised cost using the effective interest rate method
(EIR), less impairment.
Derecognition
A financial asset (or, where applicable a part of a financial
asset or part of a group of similar financial assets)
is derecognised when:
-- The rights to receive cash flows from the asset have expired; or
-- The Group has transferred its rights to receive cash flows
from the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under a
'pass-through' arrangement; and either (a) the Group has
transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially
all the risks and rewards of the asset, but has transferred control
of the asset.
Impairment of financial assets
The Group assesses at each reporting date whether there is any
objective evidence that a financial asset or a group of financial
assets is impaired. A financial asset or a group of financial
assets is deemed to be impaired if there is objective evidence of
impairment as a result of one or more events that has occurred
after the initial recognition of the asset (an incurred 'loss
event') and that loss event has an impact on the estimated future
cash flows of the financial asset or the group of financial assets
that can be reliably estimated. Evidence of impairment may include
indications that the debtors or a group of debtors is experiencing
significant financial difficulty, default or delinquency in
interest or principal payments, the probability that they will
enter bankruptcy or other financial reorganisation and where
observable data indicate that there is a measurable decrease in the
estimated future cash flows, such as changes in arrears or economic
conditions that correlate with defaults.
(ii) Financial liabilities
Initial recognition and measurement
Financial liabilities within the scope of IAS 39 are classified
as financial liabilities at fair value through profit or loss,
loans and borrowings, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. The Group
determines the classification of its financial liabilities at
initial recognition.
The Group's financial liabilities include bank loans, loan
notes, derivative instruments issued by the Group, other loans and
trade and other payables.
Subsequent measurement
The measurement of financial liabilities depends on their
classification as follows:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss
include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value
through profit or loss.
Loans and borrowings
After initial recognition, interest bearing loans and borrowings
are subsequently measured at amortised cost using the effective
interest rate method. Gains and losses are recognised in the income
statement when the liabilities are derecognised as well as through
the effective interest rate method (EIR) amortisation process.
Derivatives financial instruments and hedging activity
Derivatives are recognised at fair value on the date a
derivative contract is entered into or acquired and are
subsequently re-measured at their fair value. The method of
recognising the resulting gain or loss depends on whether the
derivative is designed as a hedging instrument, and if so, the
nature of the item being hedged.
Derecognition
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in the
consolidated statement of comprehensive income.
(iii) Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any tax effects.
(p) Employee benefits
The Company and its subsidiaries issue share based payments to
certain employees as consideration for services received. These are
outlined below:-
Subsidiary level schemes
The Group operates a number of equity settled share based
compensation plans within its subsidiaries. Under these schemes,
equity instruments in the subsidiaries are issued to the management
team as consideration for certain services provided. The fair value
of the employee's service is recognised as an expense (within
administration expenses) on a straight-line basis over the vesting
period, based upon the Group's estimate of the awards which will
ultimately vest. The total amount to be expensed is determined by
reference to the fair value of the award granted:-
- Including any market performance conditions;
- Excluding the impact of any service and non-market performance vesting conditions; and
- Including the impact of any non vesting conditions.
The corresponding entry is a credit to equity (Other Reserves)
of the Group. The fair value of employees' services is determined
in reference to the valuation of the instrument, by using a
suitable valuation model. Non-market performance and service
conditions are included in assumptions about the number of awards
that are expected to vest. The total expense is recognised over the
vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. In addition, in some
circumstances employees may provide services in advance of the
grant date and therefore the grant date fair value is estimated for
the purposes of recognising the expense during the period between
service commencement period and grant date. At the end of each
reporting period, the Group revises its estimates of the number of
awards that are expected to vest based on the non-market vesting
conditions. It recognises the impact of the revision to original
estimates, if any, in the income statement, with a corresponding
adjustment to equity.
Once the awards are exercised, the subsidiary will issue new
shares and an increase in the non controlling interest is
recognised in the Group financial statements. The amount of the
non-controlling interest recognised is calculated by reference to
the percentage ownership of the subsidiary as applied to the net
assets of the subsidiary. Details of the schemes in operation are
shown in note 31 to the financial statements.
Founder Securities
Marwyn Management Partners Subsidiary Limited ("MMPSL"), a
Jersey holding company within the Group, operates an equity settled
share-based compensation plan. Under this plan, the entity has
issued A class ordinary shares for cash and in lieu of services the
Group receives from related parties, of which the James Corsellis
and Mark Brangstrup Watts are limited partners.
Broadly, when certain performance conditions are met, the B
class ordinary shares provide the holder the right to redeem the
Founder Securities for an amount equal to 20 percent of the
Adjusted Market Capitalisation of the Company (defined as the
market capitalisation less the book value of assets held by the
Company which the Operator has recommended be returned to
shareholders). More details of the scheme are provided in note 31.
The award is treated as an equity settled scheme. The cash
consideration received for the shares is recognised as a non
controlling interest, and any excess in the fair value of the
services received in exchange for the securities, is recognised as
an expense.
(q) Pensions
Subsidiaries of the Group operate a defined contribution pension
scheme for certain employees. The costs of the pension funding are
charged to the consolidated statement of comprehensive income as an
expense as they fall due.
In France, employees receive a lump sum payment on retirement in
accordance with contractual commitments. The full liability of such
an obligation is calculated annually by a specialist local actuary
incorporating assumptions including discount factor and future
salary increases. All costs in relation to this benefit are
included in the consolidated statement of comprehensive income in
employee benefit expense, comprising the current service cost and
unwinding of the discount. This liability and cost covers the
Group's subsidiary, Le Chameau SAS.
(r) Cash and cash equivalents
Cash and cash equivalents in the consolidated statement of
financial position comprise cash at bank and in hand.
(s) Assets held for sale
Assets are classified as assets held for sale when their
carrying amount is to be recovered principally through a sale
transaction and a sale is considered highly probable. They are
stated at the lower of carrying amount and fair value less costs to
sell.
(t) Share warrants
Warrants that are settled in a fixed amount of the Company's
shares, in exchange for a fixed amount of cash are treated as
equity instruments. These instruments are recognised once the
warrant is exercised and the related share issue has been
settled.
(u) Changes in accounting policies
The consolidated financial statements are for the year ended 31
December 2014. New standards effective for periods beginning 1
January 2015 are not applicable.
The accounting policies adopted are consistent with those of the
previous financial year, except that the Group has adopted the
following new and amended IFRS and IFRIC interpretations as of 1
January 2014:
New and amended standards
IFRS 10 Consolidated Financial Statements;
IFRS 11 Joint Arrangements;
IFRS 12 Disclosure of Interests in Other Entities;
IAS 27 (revised) - Separate Financial Statements;
IAS 28 (revised) - Investments in Associates and Joint
Ventures;
IAS 32 (amended) - Financial Instruments: Presentation on
Offsetting Financial Assets and Financial Liabilities;
IAS 36 (amended) - Impairment of Assets on Recoverable Amounts
Disclosures for Non-Financial Assets;
IAS 39 (amended) - Financial Instruments: Recognition and
Measurement on Novation of Derivatives and
Continuation of Hedge
These had no material impact on the financial statements
disclosure.
Standards and interpretations in issue but not yet effective
The following standards, amendments and interpretations were in
issue at the date of approval of these financial
statements but were not yet effective for the current accounting
year and have not been adopted early. Based on the
Group's current circumstances the Directors do not anticipate
that their adoption in future years will have a material
impact on the financial statements of the Group.
IFRS 9 Financial Instruments;
IFRS 10 (amended) - Consolidated Financial Statements;
IFRS 11 (amended) - Joint Arrangements;
IFRS 14 Regulatory Deferral Accounts;
IFRS 15 Revenue from Contracts with Customers;
IAS 16 (amended) - Property Plant and Equipment;
IAS 19 (amended) - Employee Benefits;
IAS 27 (amended) - Separate Financial Statements;
IAS 28 (amended) - Investments in Associates and Joint
Ventures;
IAS 38 (amended) - Intangible Assets;
IAS 41 (amended) - Agriculture;
Annual Improvements to IFRSs (2010 - 2012 Cycle);
Annual Improvements to IFRSs (2011 - 2013 Cycle); and
Annual Improvements to IFRSs (2014).
3. Segment information
The determination of operating segments is based on the business
units for which information is reported to the Board. The Group has
one reportable segment: Le Chameau. The Chief Operating Decision
Maker is Mark Brangstrup Watts, an Executive Director of the
Company, who is responsible for determining the business units for
which information is reported to the Board of MMP. The Group
purchased the Le Chameau business inOctober 2012 and derives its
turnover principally within Europe. The Transport segment
previously disclosed is classified as a discontinued activity.
Information regarding the operations of each reportable segment
is included in the following tables. Performance is measured based
on EBITDA. Segment profit/loss from operations is used to measure
performance as management believes that such information is the
most relevant in evaluating the results of certain segments
relative to other entities that operate within these
industries.
Year to 31 December
2014 Luxury Central Discontinued
Goods activities Total
-------- ---------- --------------- --------
GBP'000 GBP'000 GBP'000 GBP'000
Revenue from external
customers 18,442 - 10,516 28,958
-------- ---------- --------------- --------
EBITDA* (3,174) (1,339) (587) (5,100)
Depreciation and
amortisation (625) - (705) (1,330)
(Loss) on disposal - - (1,308) (1,308)
Profit/(loss) from
operations (3,799) (1,339) (2,600) (7,738)
Net finance (expense)/income (96) (564) (145) (805)
Loss before tax (3,895) (1,903) (2,745) (8,543)
Taxation (381) - - (381)
-------- ---------- --------------- --------
Loss for the year (4,276) (1,903) (2,745) (8,924)
-------- ---------- --------------- --------
Total assets 17,242 2,385 - 19,627
Total assets include: -
* Cash and cash equivalents 1,977 2,199 - 4,176
Total liabilities (9,540) (411) - (9,951)
Year to 31 December Discontinuing
2013 Luxury Central activities
Goods Total
--------- ---------- -------------- ---------
GBP'000 GBP'000 GBP'000 GBP'000
Revenue from external
customers 21,431 - 25,800 47,231
--------- ---------- -------------- ---------
Adjusted EBITDA* (2,325) (1,591) (504) (4,432)
Exceptional expenses
and non-underlying
items - (87) (1,573) (1,660)
--------- ---------- -------------- ---------
EBITDA* (2,325) (1,678) (2,077) (6,092)
Depreciation and
amortisation (372) - (1,730) (2,102)
Write-down of assets - - (10,580) (10,580)
Loss from operations (2,697) (1,678) (14,387) (18,774)
Net finance expense (108) (369) (355) (832)
Loss before tax (2,805) (2,047) (14,742) (19,594)
Total assets 20,356 2,987 12,973 36,316
Total assets include:
* Cash and cash equivalents 3,258 2,335 561 6,154
Total liabilities (17,163) (4,571) (12,973) (34,707)
* A reconciliation of Adjusted EBITDA and EBITDA is set out in
note 4 of the Group Financial Statements.
Geographical segments
The UK is the Group's country of domicile. However, following
the disposal of the Transport division, the Group generates all of
its revenue from Le Chameau, principally from external customers in
Europe.
4. EBITDA
Pre-exceptional earnings before interest, tax, depreciation and
amortisation ("EBITDA") and adjusted EBITDA comprises:
Year ended Year ended
31 December 31 December
2014 2013
GBP'000 GBP'000
Adjusted EBITDA (4,513) (3,916)
Less: Exceptional expenses - (87)
------------- -------------
EBITDA (4,513) (4,003)
Less depreciation and amortisation (625) (372)
------------- -------------
Loss from continuing operations
before tax (5,138) (4,375)
------------- -------------
Loss from discontinuing operations
before tax (2,745) (14,742)
------------- -------------
(7,883) (19,117)
============= =============
The Directors believe that the separate recording of
the operating exceptional items and non-underlying
items provides helpful information about the Group's
underlying business performance. Details of exceptional
costs are set out in note 5 to the Group financial
statements. Non-underlying items relate to deal sourcing
costs and share based payments and fund raising costs
incurred by the Group.
5. Exceptional expenses - continuing activities
Year ended Year ended
31 December 31 December
2014 2013
GBP'000 GBP'000
Fundraising costs - 87
Total continuing operations - 87
=============== =============
6. Expenses by nature
Year ended Year ended
31 December 31 December
2014 2013
GBP'000 GBP'000
Staff costs (note 7) 8,490 8,251
Rent, rates and utilities 425 669
Depreciation and amortisation 625 562
Fund raising costs - 87
Marketing 1,075 240
Operator fee - 137
Corporate finance and office services
fees 240 240
Purchases and packaging 6,793 8,116
Fuel and maintenance costs 292 157
Logistics costs 1,971 1,639
Auditor remuneration (note 9) 101 125
Foreign exchange 87 352
Other costs 3,481 5,231
-------------
Total continuing operations 23,580 25,806
============= =============
7. Staff costs
Year ended Year ended
31 December 31 December
2014 2013
GBP'000 GBP'000
Staff costs (including Directors)
comprise:
Wages and salaries 5,693 5,219
Directors' fees 320 416
Social security costs 2,204 1,832
Other pension costs 181 176
Other staff costs 92 608
8,490 8,251
============= =============
The average monthly number of employees, including Directors,
during the year was as follows:
Year ended Year ended
31 December 31 December
2014 2013
No No
Management and administrative 82 76
Direct 228 233
------------- -------------
310 309
Discontinuing activities - MET 214 514
------------- -------------
524 823
============= =============
8. Directors' and key management personnel remuneration
Year ended Year ended
31 December 31 December
2014 2013
Directors: GBP'000 GBP'000
Salaries 320 316
Bonuses - 100
Pension contributions 27 27
Share-based payment expense - 3
-------------
347 446
============= =============
The Directors' remuneration was as follows:
Year ended Year ended 31
31 December December 2013
2014
Benefits Share Bonus Benefits Share
Salary Pensions GBP'000 based Salary GBP'000 Pensions GBP'000 based
GBP'000 GBP'000 payment Total GBP'000 GBP'000 payment Total
expense GBP'000 expense GBP'000
GBP'000 GBP'000
Executive
Mark
Kirkland 225 27 4 - 256 225 100 27 5 3 360
Mark - - - - - - - - - - -
Brangstrup
Watts
James - - - - - - - - - - -
Corsellis
Benjamin - - - - - - - - - - -
Shaw
Non-Executive
Robert
Ware 35 - - - 35 34 - - - - 34
Ian
Steer 30 - - - 30 29 - - - - 29
Stephen
East 30 - - - 30 29 - - - - 29
========= ========== ========= ======== ========= ========= ======== ========== ========= ======== =========
320 27 4 - 351 317 100 27 5 3 452
========= ========== ========= ======== ========= ========= ======== ========== ========= ======== =========
The Board considers the Directors of the Company to be the key
management personnel of the Group. The Group has reviewed the
structure of how the Le Chameau business is operated and concluded
that the overall plan and strategy is set by the MMP Board. Le
Chameau operating team members do not attend the MMP Board, and
reporting to the MMP Board is by the MMP team, not directly by Le
Chameau. All major decisions regarding Le Chameau are taken by the
Board, which has a majority of MMP members.
9. Auditors' remuneration
Year ended 31 December 2014 Year ended 31 December 2013
GBP'000 GBP'000
Fees payable to the Company's
auditors and its associates for
the audit of the parent company
and consolidated financial
statements 69 125
Fees payable to the Company's
auditors and its associates for
other services:
The audit of the Company's 32 -
subsidiaries pursuant to
legislation
---------------------------------
101 125
Amounts relating to discontinuing
operations - 116
--------------------------------- ----------------------------
101 241
================================= ============================
There are no non-audit services provided by the Company's auditors.
10. Loss per Ordinary share
Loss Weighted average number of Loss per share
GBP'000 shares
Basic and diluted loss per
share on continuing operations
Year ended 31 December 2014 (6,179) 253,991,687 (2.4p)
Year ended 31 December 2013 (4,891) 60,091,706 (8.1p)
Basic and diluted loss per share
attributable to the owners
Year ended 31 December 2014 (8,200) 253,991,687 (3.2p)
Year ended 31 December 2013 (18,901) 60,091,706 (31.5p)
The loss per Ordinary share has been calculated using the
weighted average number of Ordinary shares of the Company. The
warrants which were potentially dilutive expired in January
2014.
11. Taxation
Year ended Year ended
31 December 31 December
Tax charged/(credited) to income 2014 2013
statement:
GBP'000 GBP'000
Current tax
* Overseas tax charge for the year 41 39
------------- -------------
Total current tax 41 39
Deferred tax (note 28)
340 -
* Overseas deferred tax
Total deferred tax 340 -
------------- -------------
Taxation (credit)/charge 381 39
------------- -------------
Discontinuing operations - 12
------------- -------------
Total 381 51
============= =============
Loss on continuing operations before
tax (5,798) (4,852)
Tax calculated at UK standard rate
of corporation tax 21.5% (2013: 23.25%) (1,246) (1,128)
Tax effects of:
* Impact of overseas tax rates (533) (258)
* Unutilised current year expenses carried forward 1,820 1,425
340 -
* Write off of deferred tax asset
-------- --------
Tax charge 381 39
-------- --------
A number of changes were announced to the UK corporation tax
system in the March 2013 Budget statement. The main rate of
corporation tax reduced to 21% from April 2014 and further to 20%
from April 2015.
12. Net finance costs
Year ended Year ended
31 December 31 December
2014 2013
GBP'000 GBP'000
Interest receivable on bank deposits 4 5
Bank borrowings, overdraft and
loan note interest (664) (482)
------------- -------------
(660) (477)
============= =============
13. Loss for discontinued operations
The Group sold its investment in Metropolitan European Transport
plc, its Transport division, in June 2014. The division was
classified as a discontinuing activity held for sale and the
investment written down to GBPnil in 2013.
Year Year
to 31 to 31
December December
2014 2013
GBP'000 GBP'000
Revenues 10,516 25,800
Expenses (11,954) (29,962)
---------- ----------
Loss before tax (1,438) (4,162)
Taxation 1 (12)
---------- ----------
Loss after tax (1,437) (4174)
Loss on disposal/reclassification
as a discontinuing operation (1,640) (10,580)
Foreign exchange reserve 332 -
released on disposal
---------- ----------
Loss for the year (2,745) (14,754)
========== ==========
Loss per Ordinary share
- basic and diluted (1.1p) (24.4p)
14. Goodwill
2014 2013
GBP'000 GBP'000
Cost or valuation
At 1 January or inception 4,964 4,866
Derecognised on disposal (3,848) -
Exchange differences (70) 98
-------- ---------
At 31 December 1,046 4,964
-------- ---------
Accumulated impairment losses
At 1 January or inception (3,848) -
Utilised on disposal 3,848 -
Write down on reclassification as
discontinuing operation - (3,848)
-------- ---------
At 31 December - (3,848)
-------- ---------
Carrying amount at 31 December 1,046 1,116
======== =========
Tax deductible goodwill is GBPnil (2013 GBPnil)
Impairment review of intangible assets with indefinite useful
lives
The Group performs an annual impairment review for goodwill and
other intangible assets with indefinite useful lives, by comparing
the carrying amount of these assets with the recoverable amount.
Testing is carried out by allocating the carrying value of these
assets to groups of cash generating units. Prior to the impairment
review, the carrying value of the Group's goodwill was GBP1.0
million (2013: GBP1.1 million). For impairment testing, the Group
recognises only one cash generating unit:
Goodwill 2014 2013
GBP'000 GBP'000
Le Chameau 1,046 1,116
1,046 1,116
======== ========
Le Chameau was purchased in 2012 and the Group considers the
carrying value supported by its value in use calculations as well
as its fair value less costs of sale through the placing in 2015 of
shares in MMP. Management estimates the discount rate used in these
value in use calculations using rates that reflect current market
assessments of the time value of money and the risks specific to
the cash generating units at 13.5%. The Group prepares cash flow
forecasts based upon the budget for the following years for each
cash generating unit. The budgets used have been approved by
management and reflect the past performance of the cash generating
unit, adjusted for the forecast cost base and revenue growth. The
forecast cash flows are then extrapolated by a growth rate of 2.5%,
approximating the long term economic growth rate.
Sensitivity analysis
The key assumptions for the value in use calculations are those
regarding discount rates, growth rates and projected cash
flows.
15. Other intangible assets
Licences Technology Contracts Brands Premiums on operating leases Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 January 2013 214 - 792 1,868 353 3,227
Additions 92 297 - - - 389
Disposals - - - - (51) (51)
Derecognised on
classification of business
as an Asset held for sale (310) - (808) - - (1,118)
Exchange differences 4 - 16 83 - 103
--------- ----------- ---------- --------- ----------------------------- ---------
At 31 December 2013 - 297 - 1,951 302 2,550
Additions - 171 - - - 171
Disposals - - - - (224) (224)
Exchange differences - (63) - (242) - (305)
At 31 December 2014 - 405 - 1,709 78 2,192
Accumulated amortisation
At 1 January 2013 21 - 71 24 - 116
Derecognised on
classification of business
as an Asset held for sale (62) - (136) - - (198)
Charge for the year 41 - 65 89 8 203
At 31 December 2013 - - - 113 8 121
Charge for the year - - - 84 - 84
At 31 December 2014 - - - 197 8 205
--------- ----------- ---------- --------- ----------------------------- ---------
Net book value
--------- ----------- ---------- --------- ----------------------------- ---------
At 31 December 2014 - 405 - 1,512 70 1,987
========= =========== ========== ========= ============================= =========
At 31 December 2013 - 297 - 1,838 294 2,429
========= =========== ========== ========= ============================= =========
16. Property, plant and equipment
Land Plant Fixtures
and buildings and equipment and fittings Total
GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 January 2013 4,744 11,022 181 15,947
Additions 148 3,897 40 4,085
Disposals (59) (27) - (86)
Derecognised on classification
of business as an Asset
held for sale (2,559) (13,587) - (16,146)
Exchange differences 6 33 3 39
At 1 January 2014 2,280 1,338 221 3,839
Additions 31 318 9 358
Disposals - (151) - (151)
Derecognised on disposal
of business
Exchange differences (19) (28) (5) (52)
--------------- --------------- -------------- ---------
At 31 December 2014 2,292 1,477 225 3,994
--------------- --------------- -------------- ---------
Depreciation
At 1 January 2013 132 1,545 2 1,679
Depreciation charge for
the year 242 1,766 73 2,081
Disposals - (74) (2) (76)
Derecognised on classification
of business as an Asset
held for sale (141) (3,033) - (3,174)
--------------- --------------- -------------- ---------
At 1 January 2014 233 204 73 510
Depreciation charge for
the year 221 253 67 541
Disposals - (16) - (16)
Exchange differences (10) (14) (1) (25)
--------------- --------------- -------------- ---------
At 31 December 2014 444 427 139 1,010
--------------- --------------- -------------- ---------
Net book value
--------------- --------------- -------------- ---------
At 31 December 2014 1,848 1,050 86 2,984
--------------- --------------- -------------- ---------
At 31 December 2013 2,047 1,134 148 3,329
=============== =============== ============== =========
17. Inventories
2014 2013
GBP'000 GBP'000
Finished goods 3,237 3,771
Raw materials and work in progress 1,014 899
-------- --------
4,251 4,670
======== ========
Stocks all relate to the Luxury Goods business. During the year
an amount of GBP0.3 million was written off inventory value in
respect of old and slow-moving items and recognised as an
expense.
18. Trade and other receivables
2014 2013
GBP'000 GBP'000
Trade receivables 2,919 4,197
Prepayments and accrued income 171 166
VAT recoverable 1,602 719
Other debtors 270 512
------------------ ------------
4,962 5,594
================== ============
Between Between
Not 0-6 7-12 Over
past months months 12 months Total
due past past past
due due due
Trade receivables GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
31 December 2014 2,919 - - - 2,919
31 December 2013 3,876 - 321 - 4,197
None of the trade receivables past due are impaired.
19. Trade and other payables
2014 2013
GBP'000 GBP'000
Trade creditors 3,207 4,203
Accruals 548 591
VAT liability 157 72
Other payables 1,441 1,350
-------- --------
5,353 6,216
======== ========
20. Retirement benefit obligations
2014 2013
GBP'000 GBP'000
Le Chameau 1,406 1,171
-------- --------
1,406 1,171
======== ========
Le Chameau
In France, employees receive a lump sum payment on retirement in
accordance with contractual commitments. These liabilities cover Le
Chameau SAS.
2014 2013
Reconciliation of actuarial liability GBP'000 GBP'000
Liability at 1 January 1,171 1,047
Cost of service 54 48
Financial cost 51 28
Actuarial gains/(losses) 203 27
Effects of currency movements (73) 21
-------- --------
Liability at 31 December 1,406 1,171
======== ========
Principal actuarial assumptions at the balance sheet date are as
follows:
2014 2013
Discount rate 1.49% 3.17%
Salary increase
Executives 2.00% 2.00%
Technical and factory staff 2.00% 2.00%
21. Loans and borrowings
2014 2013
GBP'000 GBP'000
Bank loans 1,554 666
Loan notes 1,301 13,368
2,855 14,034
======== ========
2014 2013
GBP'000 GBP'000
Current 1,554 1,186
Non-current 1,301 12,848
--------
2,855 14,034
======== ========
Loan notes
On 10 April 2013, the Company entered into a GBP5 million
secured credit facility (the "Facility") with MVI. The Facility was
used for general corporate purposes and to continue the development
of the group. Interest was payable on the Facility at 8% per annum.
The Facility had a two year term and was repayable in full at final
maturity. On 4 December 2013, in order to fund short term working
capital requirements, MVI, provided the Company with a GBP6.5
million unsecured loan. Interest on the loan accrued at 6% per
annum.
Both of these loans were converted into MMP Ordinary shares
during the year.
In addition, the Company had in issue GBP520,000 of 10%
Convertible Unsecured Loan Notes which were repaid in 2014.
Throughout the year, the Group had in issue GBP1,301,000 of Loan
Notes in a subsidiary, Silvercloud Investments Limited.
22. Derivative financial liabilities
2014 2013
GBP'000 GBP'000
Fuel hedge - MET - 50
----------- ---------
- 50
=========== =========
The Transport division used fuel derivatives to hedge the price
of fuel.
23. Financial instruments and risk management
The Group's principal financial instruments comprise cash, bank
and other loans, and other payables that directly arise for its
operations.
The Group has the following categories of financial instruments
at year end:
2014 2013
Financial assets GBP'000 GBP'000
Cash and cash equivalents 4,176 5,593
Trade receivables 2,919 4,709
-------- --------
7,095 10,302
======== ========
2014 2013
GBP'000 GBP'000
Financial liabilities
Loans at amortised cost 2,855 14,034
Trade and other payables 5,353 6,144
Provisions 318 350
Fuel hedge - 50
8,526 20,578
======== ========
Risk management
The Group has exposure to the following risks from its use of
financial instruments:
-- Credit risk
-- Liquidity risk
-- Market risk
-- Capital risk
This note presents information about the Group's exposure to
each of the above risks, the Group's objectives, policies and
processes for measuring and managing risk, and the Group's
management of capital. Further quantitative disclosures are
included throughout these financial statements.
The Board has overall responsibility for the establishment and
oversight of the Group's risk management framework. The Board is
responsible for developing and monitoring the Group's risk
management policies.
The Group's risk management policies are established to identify
and analyse the risks faced by the Group, to set appropriate risk
limits and controls, and to monitor risks and adherence to limits.
Risk management policies and systems are reviewed to reflect
changes in market conditions and the Group's activities. The Group,
through its management standards and procedures, aims to develop a
disciplined and constructive control environment in which all
employees understand their roles and obligations.
(i) Credit risk
Credit risk is the risk of financial loss to the Group if a
customer or counterparty to a financial instrument fails to meet
its contractual obligations. Credit risk arises from cash and cash
equivalents, derivative financial instruments and deposits with
banks and financial institutions, as well as credit exposures to
customers, including outstanding receivables.
The maximum credit risk exposure of the Group's financial assets
at the balance sheet date is as follows:
2014 2013
GBP'000 GBP'000
Trade and other receivables 2,919 4,709
Cash and cash equivalents - continuing
activities 4,176 5,593
--------
7,095 10,302
======== ========
Cash
Before placing cash with any bank, the Group gives due
consideration to both investment return and credit risk. The
Company may place funds on deposit with up to 5 banks and where
funds are held in a minimum of two instruments available from
sterling denominated money markets with a minimum AA rating though
the Board must approve proposed credit limits for placing of
deposits with individual financial institutions. At year end the
Company had no funds on deposit.
The Board also monitors the counterparty risk of cash held with
banks within the Group. At year end the Group had cash held with 9
different counterparties. The largest exposure to one counterparty
is GBP2.0 million held with Barclays Bank plc. The credit quality
and credit concentration of cash equivalents is detailed in the
table below:
Unrated BBB AA- A- A A+ Total
Cash equivalents GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
2014 255 96 3 252 3,570 - 4,176
2013 - continuing activities 414 225 64 16 190 4,684 5,593
The unrated amount includes cash held by invoice factors.
Receivables
The Group's exposure to credit risk is influenced mainly by the
individual characteristics of each counterparty. Counterparties are
assessed individually for creditworthiness before the Group enters
into any business relationship.
Trade and other receivables past due but not impaired are set
out in note 18.
(ii) Liquidity risk
Liquidity risk is the risk that the Group is unable to meet its
payment obligations associated with its liabilities as they fall
due. The Group's approach to managing liquidity is to ensure, as
far as possible, that it will always have sufficient liquidity to
meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage
to the Group's reputation. The Group determines its liquidity
requirements by the use of cash flow forecasts. On at least an
annual basis, the Board reviews and approves the funding
requirements of the Group and on an ongoing basis reviews and
monitors the requirements.
The contractual maturity of the financial liabilities,
representing the gross amount payable under the terms of the
contract, at 31 December 2014 is presented below:
Between After
On demand Within one and five
one five years Total
year years
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Non-derivative financial
liabilities
Trade and other payables 5,353 - - - 5,353
Loans and other borrowings - - 1,554 1,301 2,855
Provisions - - 318 - 318
Total financial liabilities 5,353 - 1,872 1,301 8,526
============ ========= ========= ======== ========
(iii) Market risk
a. Foreign exchange risk
The Group is exposed to foreign exchange risk, primarily with
respect to the Euro. Foreign exchange risk arises from future
commercial transactions, recognised assets and liabilities and net
investments in foreign operations. Those Group companies operating
in foreign denominated currencies maintain local currency bank
accounts thereby limiting transaction foreign currency exposure.
The Group may hedge foreign exchange exposure through the use of
spot and forward exchange contracts.
Sensitivities
With all other factors remaining constant and based on the
composition of assets and liabilities at the balance sheet date,
the Group's exposure to foreign exchange volatility in the
statement of comprehensive income from a 10% movement in Sterling
against the Euro would result in a credit/charge of GBP0.6
million.
Capital management
The Group's primary objectives when managing capital are:
-- to safeguard the business as a going concern
-- to maintain an efficient capital structure in order to
provide a high degree of financial flexibility
-- to maximise returns for shareholders
In pursuing its strategy, the Group seeks to maintain a capital
structure that is aligned with the needs of its operating
subsidiaries. This involves the use of debt to fund acquisitions
and capital investment where appropriate. The Group currently
considers a mix of debt and equity funding to be the most
appropriate form of capital for the Group but keeps this mixture
under review and notes the maturity profile of its debt.
The Group capital structure consists of net debt and
shareholders' equity. Net debt consists of loans and other
borrowings less cash and cash equivalents. Loans and other
borrowings are measured at the net proceeds raised and
currency-denominated balances are translated to Sterling at the
year-end rate. In managing its capital, the Group's primary
objective is to ensure its continued ability to provide a
consistent return for its equity shareholders through capital
growth. Capital at the end of reporting year under review is as
follows:
2014 2013
GBP'000 GBP'000
Net cash/(debt) 1,321 (8,441)
Total parents shareholders' equity 9,361 498
--------
10,682 (7,943)
======== ========
24. Non-controlling interests
Marwyn Management Partners Subsidiary Limited issued 1,000,000
Ordinary B shares (Founder Securities) of GBP0.01 each on 24
November 2010 at GBP0.015 per share to related parties of the
Group.
2014 2013
GBP'000 GBP'000
At 1 January 1,074 668
Issue of equity - 1,150
Share of losses (759) (744)
At 31 December 315 1,074
======== ========
MET issued no additional shares in 2014 and the investment in
MET was sold in June 2014.
25. Share capital and reserves
The Company's Ordinary shares have a nominal value of GBP0.01
each. The number of issued and allotted shares is as follows:
2014 2014 2013 2013
Number Nominal Number Nominal
value value
Ordinary shares GBP GBP
At 1 January 63,077,077 630,770 63,077,077 630,770
Issued during the year 410,143,581 4,101,436 - -
At 31 December 473,220,658 4,732,206 63,077,077 630,770
============ ========== =========== ========
Rights of Ordinary shares
The holders of Ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per
share.
26. Other reserves
Own shares held by EBT Share Translation reserve Fuel hedge Total other reserves
GBP'000 reserve GBP'000 reserve GBP'000
GBP'000 GBP'000
At 31 December 2013 (372) - (614) (17) (1,003)
Treasury shares in
subsidiary - (190) - - (190)
Fuel hedge
Fair value loss for the
year - - - (33) (33)
Foreign exchange
differences arising on
consolidation - - 282 - 282
At 31 December 2013 (372) (190) (332) (50) (944)
Foreign exchange
reserve realised on
disposal - - 332 - 332
Fuel hedge realised on
disposal - - - 50 50
At 31 December 2014 (372) (190) - - (562)
======================= ========= ==================== =========== =====================
27. Warrants
The Company issued 21,225,000 warrants with a nominal value of
GBP21,225,000. 21,223,500 warrants remained in issue at the
beginning of the year. The warrants expired in January 2014 and
were cancelled in 2014.
28. Deferred tax asset
The analysis of deferred tax assets and liabilities is as
follows:
2014 2013
GBP'000 GBP'000
Deferred tax assets:
* Deferred tax assets/(liabilities) to be recovered
after more than 12 months (19) 387
- -
* Deferred tax assets/(liabilities) to be recovered
within 12 months
-------- --------
Deferred tax asset/(liability) (net) (19) 387
======== ========
The gross movement on the deferred tax asset/(liability) is as follows:
At 1 January 387 1,073
Write down on classification of business as a discontinuing activity - (660)
Exchange movement (66) (26)
Income statement charge (340) -
-------- --------
At 31 December (19) 387
======== ========
No deferred tax assets have been recognised as the timing of
future recovery is uncertain. The deferred tax asset at the
previous year end related to losses carried forward.
A number of changes were announced to the UK corporation tax
system in the March 2013 Budget statement. The main rate of
corporation tax reduced to 21% from April 2014 and will reduce
further to 20% from April 2015.
29. Obligations under operating leases
Operating leases
Subsidiaries have entered into commercial leases on certain
property. These leases have durations between one and ten years.
Future minimal rentals payable under non-cancellable operating
leases are as follows:
2014 2013
Expiry date: GBP'000 GBP'000
Within one year 72 114
After one year but not more than
five years 126 393
After more than five years - 249
-------- --------
198 756
======== ========
30. Provisions and contingent liabilities
2014 2013
Provisions: GBP'000 GBP'000
At 1 January 350 532
Charged to the income statement - -
Derecognised on classification
of subsidiary as Asset held
for resale - (135)
Derecognised on sale of subsidiary - -
Utilised (38) (47)
At 31 December 318 350
======== ========
2014 2013
Provisions: GBP'000 GBP'000
Current 318 350
Non-current - -
--------
318 350
======== ========
Amounts provided at 31 December 2014 comprise redundancy
provisions arising from the acquisition of the Group's operating
companies. The majority of the provisions will be utilised over the
next year.
Contingent liabilities
In 2011, the Company acquired Baleday Limited. There are a
number of claims against Baleday Limited (one of the Agora
entities) relating to the acquisition of its assets from the
administrators in 2010. In accordance with the terms of the Sale
and Purchase Agreement, the Company is indemnified against both
these claims and other known claims against the company.
In 2012, the Company sold its gaming division to Gauselmann.
Under the Sale and Purchase Agreement, warranties have been given
to the purchaser and amounts placed into Escrow to satisfy
potential claims. No claims under these warranties have been
received and no releases to MMP from the Escrows have to date been
made.
Contingent assets
There is currently a dispute between the gaming industry and
HMRC on the principle of fiscal neutrality. The basis of the
dispute is that some similar forms of gambling were treated
differently for VAT purposes and a test case is being pursued by
Rank plc. Based on this test case, the Group has submitted VAT
repayment claims in relation to the Group's ownership period of its
former subsidiary Praesepe plc. These claims pertain (in the main)
to VAT overpaid on amusement machine income. The Group estimates
that these claims total more than GBP12 million including interest
but repayment is currently being refused by HMRC until the result
of the test case brought by Rank plc is finalised.
Until the outcome of that case is known, the Group will not be
in a position to seek the determination of these claims. It is not
expected that there will be any resolution to the Group's claims
for at least 12-18 months, and it may be delayed further if the
Rank plc test case is subject to further litigation. Should any
repayment be made to the Group it will be subject to professional
fees and Corporation Tax. Whilst this amount is material in
relation to the Group it is by no means certain that anything will
be recovered. HMRC is strongly resisting the claims and won the
latest round of the test case against Rank plc.
31. Share-based payment arrangements
Operator Agreement
The operator agreement entered into by Marwyn Management
Partners LLP and the Company provided for the Operator to receive a
monthly fee of one twelfth of two per cent. of the average monthly
market capitalisation of MMP. The Operator Agreement was terminated
in 2014 and no amounts were charged in 2014.
The Founder Securities
The Founder Securities are B ordinary shares in MMPSL. On
satisfaction of the performance condition referred to below, the
holders of Founder Securities have the right to redeem the Founder
Securities for an amount equal to 20 percent of the Adjusted Market
Capitalisation of the Company (defined as the market capitalisation
less the book value of assets held by the Company which the
Operator has recommended be returned to shareholders) as at the
date the performance condition is satisfied (subject to such
further adjustment as the auditors may approve as a result of any
share capital reorganisation).
Broadly, the performance condition will be satisfied when
shareholders have received or are deemed to have received an IRR of
10 percent and a minimum return of 125 percent of the gross
proceeds from all relevant issues of equity securities. The
performance condition is also satisfied on a change of control of
the Company or a breach by the Company of the operator
agreement.
In the event that the performance condition has not been
satisfied by the date falling 10 years from the date of the
acquisition, the Company will be able to acquire all of the founder
securities for nil consideration.
The Founder Securities are not exchangeable for a fixed number
of ordinary equity shares. The number of ordinary shares issued in
respect of these instruments is governed by various factors
including the share price at the date of conversion. The founder
securities are measured at fair value upon recognition.
In the absence of quoted prices in an active market and the
absence of observable inputs the Board fair valued the securities
based upon a valuation methodology which incorporated the
conditions attaching to the instrument and the marketability as at
initial recognition. Based upon this method, the amount paid was
deemed to be fair value, being the nominal value of the Founder
securities of GBP150,000.
Marwyn Management Partners plc
Share options have been granted to a director of the Company at
a fixed exercise price of 33.75p. The options are exercisable
starting three years from the grant date and are conditional on a
growth condition being met:
-- the average middle market quotation for the shares for the
three months preceding the date of the exercise is equal to or
exceeds a 20% increase in the exercise price, and
-- the market value on the date of exercise of the shares is
equal to or exceeds a 30% increase in the exercise price.
The options were issued on 30 October 2012 and have the
following vesting dates:
Vesting date Number of shares Exercise price
----------------- ----------------- ---------------
30 October 2013 428,457 33.75p
30 October 2014 428,457 33.75p
30 October 2015 428,457 33.75p
----------------- ----------------- ---------------
The fair value of the options granted during 2012, determined
using the Black Scholes valuation model, was 1p per option. The
significant inputs into the model were the share price at grant
date of 31.0p, the growth condition exercise price of 43.75p,
volatility of 20%, an annual risk free rate of 0.31% and an
expected option life of three years.
An Employee Benefit Trust was established to hold shares to
satisfy any future option exercise and 1,285,373 Ordinary shares
were issued to it.
32. Related parties
The Board is responsible for the Company's objective and
business strategy and its overall supervision (including the
approval of any acquisitions), the Company previously outsourced
most of its operating functions, including the identification and
assessment of acquisition opportunities, and the design and
execution of the restructuring process and setting the strategy for
any acquired company or business, to the Operator, a UK limited
liability partnership (Marwyn Management Partners LLP). The members
of the Operator are James Corsellis, Mark Brangstrup Watts (the
'Founders') and (in respect of a minority participating interest
held for regulatory reasons), the Company. The Operator is managed
by the Founders. The Agreement was terminated in 2014. During 2014
a fee of GBPnil (2013 GBP137,643) payable to the Operator was
incurred in accordance with the terms as set out in the Operator
Agreement.
During the year, Marwyn Capital LLP charged Silvercloud and its
subsidiaries, (subsidiaries of the Group), GBP240,000 for corporate
finance and office services. The members of Marwyn Capital LLP are
the Founders.
The Founder Securities in Marwyn Management Partners Subsidiary
Limited are owned by Marwyn Capital Growth LP (a limited
partnership of which, inter alia, James Corsellis and Mark
Brangstrup Watts are limited partners) and Marwyn Management
Partners LLP (a limited partnership of which, inter alia, James
Corsellis, Mark Brangstrup Watts and Robert Ware are limited
partners).
During the year, Directors and key management have purchased
goods at the Group's usual prices less a 25%
discount. This discount is available to all staff employed
directly by the Group in the UK.
In July 2014 as a result of the refinancing and placing the
Company's ultimate controlling party is Marwyn Value Investors LP
of PO Box 309, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands.
Independent auditors' report to the members of Marwyn Management
Partners plc
Report on the company financial statements
Our opinion
In our opinion Marwyn Management Partners plc's financial
statements:
-- give a true and fair view of the state of the Company's affairs as at 31 December 2014;
-- have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
What we have audited
Marwyn Management Partners plc's financial statements
comprise:
-- the Company Balance Sheet as at 31 December 2014; and
-- the notes to the financial statements, which include a
summary of significant accounting policies and other explanatory
information.
The financial reporting framework that has been applied in the
preparation of the financial statements is applicable law and
United Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice).
In applying the financial reporting framework, the directors
have made a number of subjective judgements, for example in respect
of significant accounting estimates. In making such estimates, they
have made assumptions and considered future events.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion the information given in the Strategic Report and
the Directors' Report for the financial year for which the
financial statements are prepared is consistent with the financial
statements.
Other matters on which we are required to report by
exception
Adequacy of accounting records and information and explanations
received
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
-- we have not received all the information and explanations we require for our audit; or
-- adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this
responsibility.
Directors' remuneration
Under the Companies Act 2006 we are required to report to you
if, in our opinion, certain disclosures of directors' remuneration
specified by law are not made. We have no exceptions to report
arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the Directors
As explained more fully in the Statement of Directors'
Responsibilities set out above, the directors are responsible for
the preparation of the financial statements and for being satisfied
that they give a true and fair view.
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and
International Standard on Auditing (UK & Ireland) ("ISAs (UK
& Ireland)"). Those standards require us to comply with the
Auditing Practices Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and
only for the Company's members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for no other purpose. We
do not, in giving these opinions, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
What an audit of financial statements involves
We conducted our audit in accordance with ISAs (UK &
Ireland). An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of:
-- whether the accounting policies are appropriate to the parent
company's circumstances and have been consistently applied and
adequately disclosed;
-- the reasonableness of significant accounting estimates made by the directors; and
-- the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the
directors' judgements against available evidence, forming our own
judgements, and evaluating the disclosures in the financial
statements.
We test and examine information, using sampling and other
auditing techniques, to the extent we consider necessary to provide
a reasonable basis for us to draw conclusions. We obtain evidence
through testing the effectiveness of controls, substantive
procedures or a combination of both.
In addition, we read all the financial and non-financial
information in the Report and Consolidated Financial Statements to
identify material inconsistencies with the audited financial
statements and to identify any information that is apparently
materially incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing the audit. If
we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Other matter
We have reported separately on the group financial statements of
Marwyn Management Partners plc for the year ended 31 December
2014.
Darryl Phillips (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
28 May 2015
Company Balance Sheet
As at 31 December 2014
Company Company
2014 2013
Note GBP'000 GBP'000
Fixed Assets
Fixed asset investments 2 - -
Current assets
Debtors 3 16,652 1,942
Cash at bank and in hand 89 186
--------- ---------
Total current assets 16,741 2,128
--------- ---------
Creditors: Amounts falling
due within one year 4 (275) (991)
Net current assets 16,466 1,137
--------- ---------
Total assets less current
liabilities 16,466 1,137
Creditors: Amounts falling - -
due after more than one year
--------- ---------
16,466 1,137
========= =========
Capital and reserves
Called up share capital 5 4,732 631
Share premium account 5 33,189 20,441
-
Profit and loss account (21,455) (19,935)
--------- ---------
Total shareholders' funds 16,466 1,137
========= =========
The notes form an integral part of the financial information.
The Company has elected to take the exemption under section 408 of
the Companies Act 2006 not to present the parent company profit and
loss account. The loss for the parent company for the year was
GBP1.5 million (2013 loss GBP10.5 million). The financial
statements were approved by the Board of Directors on 28 May 2015
and were signed on its behalf by:
Mark Kirkland
Chief Financial Officer Company number: 7409681
1 Accounting policies
(a) Accounting basis
As used in these financial statements and associated notes, the
term 'Company' refers to Marwyn Management Partners plc ("MMP").
These separate financial statements of the Company are presented as
required by the Companies Act 2006. The separate financial
statements have been prepared in accordance with UK Generally
Accepted Accounting Principles (UK GAAP) and in accordance with the
Companies Act 2006. The financial statements are prepared on a
going concern basis and under the historical cost convention. The
MMP Group consolidated financial statements for the year ended 31
December 2014 contain a consolidated statement of cash flows. The
accounting policies have been applied consistently for both years
presented, other than where new accounting policies have been
adopted.
(b) Investments in subsidiary undertakings
Investments held as fixed assets are stated at cost less any
provision for permanent diminution in value. Where the investments
are acquired through share for share exchange they are recorded at
the fair value of the consideration on the date of acquisition.
(c) Dividends
Dividend distributions are recognised as a liability in the year
in which the dividends are approved by the Company's shareholders.
Interim dividends are recognised when they are paid and final
dividends when they are authorised in general meetings by
shareholders.
(d) Cash
Cash includes cash in hand and bank deposits repayable on
demand.
Other information
(a) Dividends
No dividend has been recommended by the Board for the year ended
31 December 2014.
(b) Employees
The Company Executive Directors and 2 finance staff were the
only employees of the Company during 2014.
(c) Audit fees
The audit fees in respect of the parent company was GBP60,000
(2013 GBP97,000). Fees payable to PricewaterhouseCoopers LLP for
non-audit services to the company are not required to be disclosed
as they are included within note 9 to the Group Financial
Statements of MMP.
(d) Directors remuneration.
The remuneration of the Directors is disclosed in the Group
Financial Statements of MMP
(e) Deferred tax
The Company has tax losses carried forward of GBP4.4 million
(2013: 2.9 million). No deferred tax asset has been created in
respect of these losses as it is unlikely that they will be
utilised in the future.
2. Investments
Subsidiary undertakings
2014 2013
GBP'000 GBP'000
Cost
At 1 January - 8,789
Impairment - (8,789)
-------------- ------------
At 31 December - -
============== ============
The Directors believe that the carrying amount of the
investments is supported by their underlying net assets. The
investments are of ordinary shares. The investments were written
down in 2013 to reflect the MET sales process and the investment in
MET was sold during 2014.
The undertakings in which the Group's interest at the year end
is 20% or more, are as follows:
Company Country of Proportion Nature of business
incorporation of ownership
interest
Marwyn Management Partners Jersey 100% Investment holding
Subsidiary Limited company
Silvercloud Management England and 100% Luxury goods
Holdings plc Wales holding company
Silvercloud Investments Jersey 83.7% Luxury goods
Limited* holding company
Le Chameau Holdings England and 83.7% Luxury goods
Limited* Wales holding company
Le Chameau Holdings France 83.7% Luxury goods
SAS* holding company
Le Chameau SAS* France 83.7% Luxury goods
manufacturer
and seller
Sté Caoutchoutiere Morocco 83.7% Luxury goods
des Zenatas* manufacturer
Le Chameau SRL Italy 83.7% Luxury goods
seller
Le Chameau Inc. US 83.7% Luxury goods
seller
Le Chameau UK Limited England and 83.7% Luxury goods
Wales seller
*Indirectly owned
3. Debtors
2014 2013
GBP'000 GBP'000
Amounts owed by group undertakings 16,387 1,823
Other debtors 265 119
-------- --------
16,652 1,942
======== ========
4. Creditors: amounts falling due within one year
2014 2013
GBP'000 GBP'000
Loan notes - 520
Trade creditors 105 350
Accruals and deferred income 170 121
275 991
======== ========
The GBP520,000 10% Convertible Loan Notes were repaid during
2014.
5. Called up share capital
The share capital of the Company comprises Ordinary shares of
GBP0.01 each, the number of issued and allotted shares is as
follows:
Ordinary shares Nominal
Number Value
GBP
At 1 January 2014 63,077,077 630,770
Issued during the year 410,143,581 4,101,437
At 31 December 2014 473,220,658 4,732,207
============ ==========
Rights of Ordinary shares
The holders of ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per
share.
6. Warrants
The Company had in issue at the beginning of the year 21,223,500
warrants with a nominal value of GBP21,223,500. The warrants
expired in January 2014 and were cancelled in 2014.
7. Reconciliation of movements in shareholders' funds
Called up share Share premium account Profit and loss Total shareholders
capital GBP'000 account funds
GBP'000 GBP'000 GBP'000
At 1 January 2013 631 20,441 (9,399) 11,673
Loss for the
financial year - - (10,536) (10,536)
At 31 December 2013 631 20,441 (19,935) 1,137
Loss for the
financial year - - (1,520) (1,520)
Proceeds from shares
issued 4,101 12,748 - 16,849
---------------------- ---------------------- ---------------------- ----------------------
At 31 December 2014 4,732 33,189 (21,455) 16,466
====================== ====================== ====================== ======================
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR KMGZKZNVGKZZ
Marwyn Mgmt (LSE:MMP)
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