TIDMTAN
RNS Number : 5744K
Tanfield Group PLC
23 April 2020
The Tanfield Group Plc
("Tanfield" or "the Company")
Final Results for the year ended 31 December 2019 and Notice of
AGM
Tanfield Group Plc, a passive investing company as defined by
AIM Rules, announces its final results for the year ended 31
December 2019. Posting of the Annual Report & Accounts to
shareholders will take place on 4 May 2020 and will be made
available on the Company website at www.tanfieldgroup.com
shortly.
Tanfield announces that, in light of the evolving Covid-19
circumstances, the Company's Annual General Meeting ("AGM") will be
held on 29 May 2020 and will be convened with the minimum quorum of
two shareholders facilitated by Tanfield Group Plc. Unfortunately
shareholders will not be able to attend the AGM in person but are
encouraged to submit their votes by proxy in accordance with the
instructions set out in the 2020 AGM Notice and to appoint the
'Chair of the meeting' as their proxy to vote on their behalf.
Posting of the Notice of Annual General Meeting to shareholders,
including information on the resolutions, will take place on 4 May
2020 and will be made available on the Company website at
www.tanfieldgroup.com shortly.
For further information:
Tanfield Group Plc
Daryn Robinson 020 7220 1666
WH Ireland Limited - Nominated Advisor / Broker
James Joyce / Lydia Zychowska 020 7220 1666
STRATEGIC REPORT
CHAIRMAN'S STATEMENT
The Company's main investment, Snorkel International Holdings
LLC ("Snorkel International") , has once again seen a period of
growth in sales. The Board continues to closely monitor performance
and is expecting to see year on year sales growth for the 6(th)
consecutive year in 2019 when it receives the final quarter of 2019
results (due 120 days after the year end). However, while the Board
is pleased with the ongoing growth of Snorkel International, it is
disappointed that despite seeking to amicably resolve a dispute
with Tanfield's 51% joint venture partner, Xtreme Manufacturing LLC
("Xtreme"), as announced on 22 October 2019, Xtreme (via its
subsidiary SKL Holdings LLC ("SKL") and Snorkel International)
filed a Summons and Complaint in the District Court, Clark County,
Nevada (the "US Proceedings") against Tanfield and its subsidiary
HBWP Inc ("HBWP"). The Board of Tanfield continue to seek advice
and vigorously defend its position.
The investment in Smith Electric Vehicles Corp. ("Smith")
continues to be held at nil value.
NON-EXECUTIVES' REVIEW
Background
The Company is defined as an investment company with two passive
investments. This definition resulted from the disposal of the
controlling interest in Smith in 2009 and the formation of a joint
venture between Tanfield Group Plc and Xtreme relating to the
Snorkel division in October 2013 (the "Joint Venture"). Tanfield
currently owns 5.76% of Smith and 49% of Snorkel International.
OVERVIEW
Snorkel International
Tanfield continues to retain an investment in Snorkel
International (currently valued at GBP19.1m, 2018: GBP19.1m)
consisting of a 49% interest and a preferred interest position,
incorporating a Priority Amount and a Preferred Return
(collectively the "Preferred Interest"), which it has held since
the Joint Venture was established in October 2013.
Sales levels (unaudited) have continued to grow during the first
9 months of 2019 by 11% resulting in sales for the period of
$169.5m compared to $152.7m for the same period in 2018 (Full year
2018: $200.5m / 2017: $165.8m / 2016: $130.5m / 2015: $109.9m /
2014: $85.3m). The Board is not aware of any market factors and
have not been made aware of any specific reason why sales growth
should not have continued in the final quarter of 2019.
Despite the sales growth and slightly improved gross margins for
the first 9 months of 2019 (12.9% vs 12.8% for the same period in
2018), the Snorkel International (unaudited) accounts for the
period reported a reduction in operating profit (unaudited),
excluding depreciation, to $2.7m, from $2.9m for the same period in
2018 (Full year 2018: $2.9m / 2017: $1.6m / 2016: $2.8m loss /
2015: $10.6m loss / 2014: $14.9m loss). This was the result of a
further $2.5m increase to selling, general and administrative costs
in the period.
In October 2019, the Board received the US Proceedings, in which
Xtreme, via its subsidiary SKL and Snorkel International, allege
Tanfield has refused to comply with its contractual obligations by
not agreeing to sign over its interest in Snorkel International for
GBPnil consideration. It is the Board's belief that the intent of
Tanfield, its non-conflicted directors at the time and its
shareholders, as well as the contractual terms, require that the
Preferred Interest is paid to the Company before its 49% holding in
Snorkel International can be acquired. Notwithstanding that, in the
Board's opinion, payment of the Preferred Interest is a clear
requirement described in the Circular that was distributed to
shareholders in advance of shareholders approving the contemplated
transaction, Xtreme allege that this was not their intent or
understanding of the contemplated transaction despite both they,
and their advisers, reviewing and commenting on the Circular prior
to its distribution. They also allege that they do not believe
payment of the Preferred Interest is a requirement of the
contractual agreements.
The opinion of Xtreme, which is the premise of the US
Proceedings , is that while they accept that Tanfield received a
49% interest in Snorkel International and a priority amount of
$22.5m (with interest accruing) in exchange for contributing the
entire Snorkel division, including all its assets and intellectual
property, to the Joint Venture, and gave Xtreme a 51% controlling
interest, they allege that because Snorkel International, under
Xtreme's control, failed to achieve a 12 month EBITDA of $25m prior
to 30 September 2018, that Tanfield's $22.5m Priority Amount, plus
accrued interest, simply disappeared; allowing Xtreme to acquire
Tanfield's 49% interest for GBPnil consideration.
Accordingly, in summary, it is alleged by Xtreme that the terms
of the transaction were such that after (a) Tanfield contributed
all of the assets and intellectual property of its Snorkel division
to the Joint Venture, which Snorkel's own tax returns declare as
having a value of $45.5m, (b) Tanfield conceded management control
of the Snorkel division to Xtreme, (c) Xtreme ran the business as
it saw fit for approximately 5 years and Snorkel International
failed to achieve an annualized $25m EBITDA, (d) Tanfield's value
disappears completely and Xtreme can take 100% ownership of Snorkel
International without paying any consideration to Tanfield.
The Board vigorously deny that this was the intent of the
parties, or the meaning of the contractual agreements. It would
have made absolutely no commercial sense to contribute the
considerable value, trade and assets of the Snorkel division, which
both parties agreed from the outset was fundamentally a viable
company, while also relinquishing control of the division, to then
receive no consideration for the considerable value contributed to
the Joint Venture, because the controlling party failed to achieve
the target. The Board therefore intends to continue to seek advice
and vigorously defend its position.
Despite the allegations, which the Board believe are without
merit, t he Board is currently of the opinion that the investment
in Snorkel International will result in a return to shareholders in
the future, but would like to draw your attention to the "Valuation
of Snorkel International holding" below and the critical accounting
estimates and key judgments which further explain the potential
risks .
As a result of the issues arising from the US Proceedings,
Tanfield also sought to preserve its position against Ward Hadaway,
the Company's former solicitor, as, depending on the outcome of the
US Proceedings, the Company may need to hold the firm to account
for its role in and/or advice to Tanfield in relation to the Joint
Venture transfer. Due to statutory time limitation issues, and
because a suitable Standstill Agreement - which would have fully
protected the Company - could not be agreed, it became necessary
for the Company to issue and serve a claim against Ward Hadaway in
the English High Court (the "UK Proceedings") in order to ensure
that the Company's rights were fully protected pending the outcome
of the US Proceedings.
The outcome of the US Proceedings will have a direct and
material impact on the UK Proceedings, including the quantum of any
claim, and so a stay of the UK Proceedings would be a logical next
step. To that end, since being forced to issue the UK Proceedings,
Tanfield has tried tirelessly to agree a suitable stay of the UK
Proceedings, pending the outcome of the US Proceedings. The Board
is disappointed to note that a suitable stay of the UK Proceedings
has not been agreed with Ward Hadaway, despite best efforts.
In the absence of such an agreement, it once again became
necessary for the Company to act and so an application for a stay
of the UK Proceedings, pending the outcome of the US Proceedings,
has been filed with the English court. At this stage, it is unknown
if a stay will be obtained but, for the reasons explained above,
the Company believes this to be the most appropriate and likely
outcome.
Valuation of Snorkel International holding: GBP19.1 million
(2018: GBP19.1 million)
On 30 September 2018 the fixed terms of the agreement came to an
end. In summary, if the trailing 12 month EBITDA had reached $25m
by 30 September 2018, this would have triggered payment of the
Preferred Interest, valued at GBP19.1m, which once paid, would have
allowed the Company to exercise its put option, compelling the
purchase of Tanfield's remaining holding in Snorkel International.
As a $25m trailing 12 month EBITDA was not reached by the deadline,
the put option expired. Tanfield retains a 49% interest in Snorkel
International and, in the Board's opinion, the Preferred Interest,
but it can no longer compel Xtreme to pay the Preferred Interest
and acquire its 49% interest. The Board therefore remains of the
opinion that the Preferred Interest is the minimum payment required
under the terms of the contractual agreements for Xtreme to acquire
Tanfield's interest and that this is therefore an appropriate basis
for determining the value the investment is to be carried at.
As the US Proceedings have been brought against Tanfield, it is
evident that Don Ahern, the owner of Xtreme, wishes to own 100% of
Snorkel International. However, based on the statement within the
US Proceedings, it is evident that Don Ahern does not believe he
should have to pay anything in order to acquire Tanfield's 49% of
Snorkel International. One possible outcome is that Tanfield
continues to hold its 49% interest for the foreseeable future
however, the Board does not believe such a scenario would be in the
best interest of shareholders and, should it become necessary,
would consider options that may assist in moving from this
position.
Due to the risks involved with the ongoing different opinions
regarding the contractual agreements, it is possible the actual
realisation of value could be less than the current valuation. A
number of factors could influence the valuation of Snorkel
International between now and a potential realisation date,
including the outcome of all relevant legal proceedings, Xtreme's
negotiating stance and the exchange rate at the time of any
realisation.
Due to these inherent uncertainties, the Board is unable to
determine whether the actual outcome will be less than the current
valuation of GBP19.1m, which it believes is underpinned by the
value of the Preferred Interest, so feel the valuation of GBP19.1m
should be maintained. This valuation has been assessed against
various criteria, including exchange rate fluctuations. The Board
would like to draw the reader's attention to the critical
accounting estimates and key judgments which further explain the
uncertainty and to the Auditors' report in which it is also
highlighted.
Smith
In October 2014 Smith completed a restructuring exercise that
saw it convert debt to equity. As a result of this, they informed
the Company that its equity shareholding had reduced from 24% to
5.76% (excluding warrants).
Since then, Smith has sought to raise funds which would allow it
to implement its strategic plan. To date, no significant fundraise
has been completed and the Board of Tanfield does not foresee this
happening in the immediate future.
In May 2015 Smith executed a conditional agreement to form an
exclusive joint venture with strategic partner and investor FDG
Electric Vehicles Limited ("FDG"). In May 2016, the Board of
Tanfield was informed that Smith had filed a complaint against FDG
and the new joint venture.
The Board of Tanfield understands that in January 2019, an out
of court settlement of all claims was reached. This settlement took
the form of Smith being issued with a number of FDG shares but to
date, Smith have not been able to provide the Board with an
understanding as to the value of these shares or when, and if, it
may be possible to realise value from them.
Valuation of Smith holding
In 2015, the Board of Directors carried out a review of the
investment in Smith resulting in a decision to impair the
investment value to nil. The Board came to this decision due to the
funding uncertainties as well as the legal proceedings between
Smith and FDG, which have now been concluded.
As Smith are unable to provide the Board with a valuation of the
shares it has received in settlement of the dispute, nor any
certainty on the future of Smith, the Board maintains its opinion
that the investment value should be held at nil.
Strategy of Tanfield Board of Directors in relation to its
Investments
The Board believes its investment in Snorkel International will
result in a return of value to shareholders but cannot predict the
timeframe for such a return. With regard to Smith, due to the
ongoing uncertainty, the Board is unable to say, at this time,
whether it will result in a return of value to shareholders. The
Directors will update shareholders should this view change.
The strategy of the Company in relation to these investments is
to return as much as possible of any realised value to shareholders
as events occur and circumstances allow, subject to compliance with
any legal requirements associated with such distributions. The
Board will continue to fulfil its obligation to its shareholders in
seeking to optimise the value of its investments.
The investments are defined as passive investments and in line
with this definition Tanfield does not hold Board seats in either
Snorkel International or Smith. There is no limit on the amount of
time the existing investments may be held by the Company.
Finance expense and income
No interest cost was incurred in the period (2018: GBPnil) and
interest income of GBP1k (2018: GBP1k) was received on bank
balances.
Loss from operations
The loss from operations was GBP317k (2018: GBP17,377k), the
most significant difference compared to the prior year being the
impairment of investments of GBP17,183k in 2018.
Loss per share
Loss per share from continuing operations was 0.20 pence (2018:
10.99 pence). No dividend has been declared (2018: GBPnil).
Cash
At 31 December 2019, the Company had cash of GBP0.1m (2018:
GBP0.2m) and approximately GBP0.2m as at the date of this
report.
Risks and uncertainties
A loan note instrument for up to GBP700k was put in place by
Tanfield on 27 March 2020, with a minimum of GBP500k being
subscribed to. The Board therefore believes the business has
sufficient cash funds to continue for a period of 12 months from
the date of this report. As at the date of this report, there
remains a minimum GBP0.3m available to draw down of the subscribed
loan. However, there is no guarantee if and when a realisation of
value from one of its investments will happen, or of the costs
associated in securing a realisation, and the Board will closely
monitor progress. It recognises that its investments have a level
of risk associated with them and is somewhat reliant on their
continued performance within their markets.
As the global Covid-19 pandemic is still unfolding, it is not
possible at this stage, largely due to the limited Snorkel
International information available to the Board, to estimate the
likely impact the pandemic may have. The Board note that any impact
would likely be limited to timing and that it should not alter what
it believes to be the minimum contractual value.
Section 172: Companies Act Statement
The Board takes seriously its duties towards a wide range of
stakeholders and acts in a way to ensure that its decision making
promotes the success of the Company for the benefit of these
stakeholders in accordance with Section 172. The Board's ability to
do this is as a result of the Company status - as an investment
Company it has no employees or customers and its activities have no
impact on the wider community and environment. The statements below
provide further information as to how the directors have had regard
to the relevant matters.
The likely consequences of decisions in the long term. As
discussed earlier in this report, the sole aim of the Board is to
maximise the return to shareholders through its investment
holdings. This is of necessity a short-term focus, and the
financial outcome will determine the future position and strategy
of the Company.
The need to foster the Company's business relationships with
suppliers and the desirability of the Company to maintain a
reputation for high standards of business conduct. Engagement with
suppliers is a key part of the business as the Board looks to bring
a resolution to its investment position. Therefore, we are
selective in the suppliers we chose to work with, demonstrating the
Board's commitment to maintaining high standards of business
conduct and professionalism.
The need to act fairly between members of the Company.
Responsibility for investor relations rests with the Chairman. The
Board is committed to communicating openly with shareholders to
ensure that its strategy and performance are clearly
understood.
The Annual General Meeting is the principal forum for
shareholders, and we encourage all shareholders to attend (where
appropriate) and participate. The notice of the meeting is sent at
least 21 days before the meeting. The Chairman of the Board and
other directors, where possible, are present and are available to
answer questions raised by shareholders. The Board ensure regular
communication is made to all shareholders via periodic RNS
announcements.
KPI's
The Board do not use any KPI's to monitor the performance of the
business.
Approved by the Board of Directors and signed on behalf of the
Board
Daryn Robinson
Chairman
22 April 2020
DIRECTORS' REPORT
The directors submit their report and the financial statements
of Tanfield Group Plc for the year ended 31 December 2019. Tanfield
Group Plc is a public listed company incorporated and domiciled in
England and quoted on AIM.
PRINCIPAL ACTIVITIES
The Company's principal activity is that of an investment
company.
INVESTING POLICY
The holdings in Snorkel International Holdings LLC and Smith
Electric Vehicles Corp. are passive investments. It is the
intention that where distributions or realisations of such holdings
are made (or there is a receipt of marketable securities) that
these are distributed to shareholders, subject to compliance with
any legal requirements associated with such distributions. There is
presently no anticipated limit on the amount of time the holdings
are to be held by the Company. The Company does not have and will
not make any cross holdings and does not have a policy on
gearing.
RESULTS AND DIVIDS
The financial result for the year to 31 December 2019 reflects
the principal activity of the company being that of an investment
company.
Turnover for the year was GBPnil (2018: GBPnil). The operating
loss before impairments in the year of GBP318k (2018: GBP195k)
arose from operating costs.
The statement of financial position shows total assets at the
end of the year of GBP19.3m (2018: GBP19.3m). Net Current Assets
were GBP0.1m (2018: GBP0.1m) with cash balances of GBP0.1m (2018:
GBP0.2m). The directors believe the Company has sufficient working
capital to allow it to continue for a period of 12 months from the
date of this report.
No dividend has been paid or proposed for the year (2018:
GBPnil). The loss of GBP317k (2018: GBP17,377k) has been
transferred to reserves .
FINANCIAL INSTRUMENTS
The Company's financial instruments comprise cash, non-current
investments, current receivables and current payables arising from
its operations. The principal financial instruments used by the
Company during the year are cash balances raised from share issues
by the Company and post year end cash balances raised from a Loan
Note Instrument. The Company has not established a formal policy on
the use of financial instruments but assesses the risks faced by
the Company as economic conditions and the Company's operations
develop.
DIRECTORS
The present membership of the Board is set out on the Company
website.
All directors have the right to acquire shares in the company
via the exercise of options granted under the terms of their
service contracts, copies of which may be inspected by shareholders
upon written application to the company secretary. Details of the
directors' options to acquire shares are set out in the Directors'
Remuneration Report.
POLICY ON PAYMENT OF CREDITORS
It is Company policy to agree and clearly communicate the terms
of payment as part of the commercial arrangements negotiated with
suppliers and then to pay according to those terms based on the
timely receipt of an accurate invoice. The Company supports the CBI
Prompt Payers Code. A copy of the code can be obtained from the CBI
at Centre Point, 103 New Oxford Street, London WC1A 1DU.
Trade creditor days based on trade payables at 31 December 2019
were 72 days (2018: 45 days).
SUBSTANTIAL SHAREHOLDINGS
On 31 December 2019 the following held substantial shares in the
company. No other person has reported an interest of more than 3%
in the ordinary shares.
No. %
------------------------------------ ----------- -------
HSBC GLOBAL CUSTODY NOMINEE 54,986,622 33.75%
------------------------------------ ----------- -------
CHASE NOMINEES LIMITED 31,572,472 19.38%
------------------------------------ ----------- -------
AURORA NOMINEES LIMITED 19,548,946 12.00%
------------------------------------ ----------- -------
THE BANK OF NEW YORK (NOMINEES) 12,204,494 7.49%
------------------------------------ ----------- -------
VIDACOS NOMINEES LIMITED 11,908,112 7.31%
------------------------------------ ----------- -------
EUROCLEAR NOMINEES LIMITED 6,897,399 4.23%
------------------------------------ ----------- -------
DIRECTORS' INTEREST IN CONTRACTS
No director had a material interest at any time during the year
in any contract of significance, other than a service contract,
with the Company or any of its subsidiary undertakings.
AUDITOR
A resolution to reappoint RSM UK Audit LLP as auditor will be
put to the members at the annual general meeting. RSM UK Audit LLP
has indicated its willingness to continue in office.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITOR
The directors in office on the date of approval of the financial
statements have confirmed that, as far as they are aware, there is
no relevant audit information of which the auditor is unaware. Each
of the directors has confirmed that they have taken all the steps
that they ought to have taken as directors in order to make
themselves aware of any relevant audit information and to establish
that it has been communicated to the auditor.
DIRECTORS INDEMNITY
Every Director shall be indemnified by the Company out of its
own funds.
Approved by the Board of Directors and signed on behalf of the
Board
Daryn Robinson
Chairman
22 April 2020
CORPORATE GOVERNANCE
All members of the board believe strongly in the value and
importance of good corporate governance and in our accountability
to all of Tanfield's stakeholders, including shareholders, staff,
clients and suppliers.
Changes to AIM rules on 30 March 2018 require AIM companies to
apply a recognised corporate governance code by 28 September
2018.
The corporate governance framework which the company operates,
including board leadership and effectiveness, board remuneration,
and internal control is based upon practices which the board
believes are proportional to the size, risks, complexity and
operations of the business and is reflective of the company's
values. Of the two widely recognised formal codes, we have
therefore decided to adhere to the Quoted Companies Alliance's
(QCA) Corporate Governance Code for small and mid-size quoted
companies (revised in April 2018 to meet the new requirements of
AIM Rule 26).
The QCA Code is constructed around ten broad principles and a
set of disclosures. The QCA has stated what it considers to be
appropriate arrangements for companies and asks companies to
provide an explanation about how they are meeting the principles
through the prescribed disclosures. We have considered how we apply
each principle to the extent that the board judges these to be
appropriate in the circumstances, and we provide an explanation of
the approach taken in relation to each in the full details of our
approach to Corporate Governance which can be found on our website.
The board considers that it does not depart from any of the
principles of the QCA Code.
Full details of our Corporate Governance approach can be found
on our website
www.tanfieldgroup.com/about#governance
Going Concern
The directors are satisfied that the Company has adequate
resources to continue for a period of 12 months from the date of
this report. For this reason, they continue to adopt the going
concern basis in preparing the financial statements.
Daryn Robinson
Chairman
22 April 2020
DIRECTORS' REMUNERATION REPORT
Remuneration committee
The company has established a Remuneration Committee which is
constituted in accordance with the recommendations of the QCA Code.
The members of the committee during the year were D Robinson and M
Groak and the committee was chaired by D Robinson.
Remuneration policy
There were four main elements of the remuneration packages for
directors:
-- Basic annual salary (including directors' fees) and benefits;
-- Annual bonus payments;
-- Share option incentives; and
-- Pension arrangements.
Basic salary
The basic salary of the directors is reviewed annually having
regard to the commitment of time required and the level of fees in
similar companies. Non-Executive Directors are employed on
renewable fixed term contracts not exceeding three years.
Annual bonus
The committee established the objectives which must be met for
each financial year if a cash bonus was to be paid. The purpose of
the bonus was to reward directors for achieving above average
performance which also benefits shareholders.
Share options
The directors had options granted to them under the terms of the
Share Option Scheme which, as at the date of this report, have
expired. Share options were awarded as set out in the table below.
No new share options have been granted as at the date of this
report.
Pension arrangements
Some directors were members of a money purchase pension scheme
to which the company contributed.
Directors interests
The interests of directors holding office at the year end in the
company's ordinary 5p shares at 31 December 2019 and 31 December
2018 are shown below:
Number of shares
---- -----------------------------------------------------------------------------------------------
2019 2018
------------------------------------------------------- ---------------------------------- --------
D Robinson 942,785 942,785
------------------------------------------------------- ---------------------------------- --------
M Groak 40,000 40,000
------------------------------------------------------- ---------------------------------- --------
Total 982,785 982,785
------------------------------------------------------- ---------------------------------- --------
The directors, as a group, beneficially own 0.6% of the
company's shares.
As at the date of this report, no director has any remaining
right to acquire shares in the company via the exercise of options
granted under the terms of their service contracts, copies of which
may be inspected by shareholders upon written application to the
company secretary.
Remuneration review
Directors emoluments for the financial
year were as follows:
Salary Pension Total Salary Pension Total
2019 2019 2019 2018 2018 2018
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
---------------------------- ---------- ---------- --------- ----------- ---------------- ---------
M Groak 20 - 20 20 - 20
---------------------------- ---------- ---------- --------- ----------- ---------------- ---------
D Robinson 52 2 54 52 2 54
---------------------------- ---------- ---------- --------- ----------- ---------------- ---------
Total 72 2 74 72 2 74
---------------------------- ---------- ---------- --------- ----------- ---------------- ---------
Directors share options held at 31 December 2019 were as follows:
Option
Granted/ 31 price Date from
31 December (Lapsed) December per share which normally Expiry
2018 Exercised 2019 a exercisable Date
------------ ------------- ---------- ---------- --------- ----------- ---------------- ------------------
M Groak 100,000 - - 100,000 27p 02/02/2015 02/02/2020
------------ ------------- ---------- ---------- --------- ----------- ---------------- ------------------
D Robinson 100,000 - - 100,000 27p 02/02/2015 02/02/2020
------------ ------------- ---------- ---------- --------- ----------- ---------------- ------------------
Total 200,000 - - 200,000
------------ ------------- ---------- ---------- --------- ----------- ---------------- ------------------
a On 31 December 2019 the market price of the ordinary shares was 4.50p.
The range during 2019 was 2.26p to 7.13p
Approval
This report was approved by the board of directors and authorised
for issue on 22 April 2020 and signed on its behalf by:
Daryn
Robinson
Chairman
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report
and the Directors' Report and the 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 and the AIM
Rules of the London Stock Exchange the directors have elected to
prepare the financial statements of the company in accordance with
International Financial Reporting Standards ("IFRS") as adopted by
the European Union ("EU").
The financial statements are required by law and IFRS adopted by
the EU to present fairly the financial position and performance of
the company. The Companies Act 2006 provides in relation to such
financial statements that references in the relevant part of that
Act to financial statements giving a true and fair view are
references to their achieving a fair presentation.
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 company and of the profit or
loss of the company for that period.
In preparing the financial statements, the directors are
required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and accounting estimates that are reasonable and prudent;
c. state whether they have been prepared in accordance with IFRS as adopted by the EU;
d. 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 enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the company 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 corporate and financial information included on the Tanfield
Group Plc website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
REPORT OF THE INDEPENT AUDITOR
Independent auditor's report to the members of Tanfield Group
Plc
Opinion
We have audited the financial statements of Tanfield Group PLC
(the 'company') for the year ended 31 December 2019 which comprise
the Statement of Comprehensive Income, the Statement of Financial
Position, the Statement of Changes in Equity Attributable to Equity
Shareholders, the Cash Flow Statement and notes to the financial
statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
In our opinion the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 31 December 2019 and of its loss for the year then
ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to SME listed entities and we
have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require
us to report to you where:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the company's ability to continue to adopt the going
concern basis of accounting for a period of at least twelve months
from the date when the financial statements are authorised for
issue.
Summary of our audit approach
-- Key audit matters - Carrying value of non current investments
-- Materiality - Overall materiality: GBP405,000, performance materiality: GBP304,000
-- Scope - Our audit procedures covered 100% of revenue, 100% of
total assets and 100% of profit before tax.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on the overall audit strategy, the allocation of resources in the
audit and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Carrying value of non current investments
Key audit matter description
Included in the Statement of Financial Position are non current
investments with a carrying value of GBP19.1m. This represents
holdings of 5% and 49% respectively in Smith Electric Vehicles US
Corp and Snorkel International Holdings LLC ('Snorkel'). Note 6 and
the Accounting Policies of the financial statements describes the
judgements made by the Board with regards to the need for an
impairment to be booked in respect of each of these investments
and, in particular, the significant uncertainty concerning the
carrying value of the company's GBP19.1m investment in Snorkel
International Holdings LLC. The investment in Smith Electric
Vehicles US Corp has already been fully impaired.
The investment in Snorkel represents the sole significant asset
held within the Statement of Financial Position of the company. As
described in the Critical Accounting Estimates and Key Judgements
there are significant uncertainties over the timing of any
realisation, and the amount that might ultimately be realised on
this investment, that could have a material effect on the
recoverable amount. The realisation of this investment for either
more or less than its carrying value could have a material impact
on the financial statements.
The Board has limited financial and non financial information
upon which to calculate/base its estimate of the realisation value
and timing thereof. The Critical Accounting Estimates and Key
Judgements set out the basis of the Directors consideration of the
fair value of the investment, based on its expected recoverable
amount, and the assumptions made therein. The assessments and
conclusion of the directors are based on the Investment Circular
setting out the Proposed Transaction issued to Shareholders in
September 2013, the legal advice obtained at the time and
subsequent to that date and the information received in respect of
the financial performance and position of Snorkel. The assessment
made by the Directors as to the sums falling due under the
Investment Circular differs to the assessment made by Xtreme which
has led to the commencement of the initial stages of legal
proceedings by Xtreme against the company to obtain control of the
remaining 49% of Snorkel. The directors have concluded that the
most appropriate basis for determining the carrying amount
continues to be the amount represented by the Preferred Interest
element, which was established at the time of the Transaction, and
was the value the investment in Snorkel was impaired to following
the expiry of the put option in 2018.
As explained in the Critical Accounting Estimates and Key
Judgements, the timing of realisation and the sum to be realised
are dependent on definitive clarification as to the legal position
of the call option still held by Xtreme. The eventual amount
realised is also dependent on the applicable rate of exchange at
the time that the US$ proceeds are converted into GBP.
As a result, there remains significant doubt over the timing and
value at which this asset will be realised - the range of values
estimated at being between GBPnil and GBP19.1m.
How the matter was addressed in the audit
Our audit work has considered the nature of the financial and
other information held by management described above and in the
public domain, the assumptions used by management to assess the
estimated timing and realisable value of the investment, and such
other audit evidence as was available, to form a view on the
reasonableness of these assumptions, estimates and calculations. We
have also re-performed the calculations undertaken by management of
the expected realisable value based on the information used by
management.
In carrying out our audit work we have considered and challenged
the range of outcomes used by the directors, the conclusion the
directors have reached about the reliability of any alternative
valuation and the disclosures made in the Strategic Report and
financial statements, specifically in the Critical Accounting
Estimates and Judgements disclosures and in Note 6. We also
circularised the Company's legal advisors in both the UK and United
States.
Our application of materiality
When establishing our overall audit strategy, we set certain
thresholds which help us to determine the nature, timing and extent
of our audit procedures. When evaluating whether the effects of
misstatements, both individually and on the financial statements as
a whole, could reasonably influence the economic decisions of the
users we take into account the qualitative nature and the size of
the misstatements. Based on our professional judgement, we
determined materiality as follows:
-- Overall materiality - GBP405,000
-- Basis for determining overall materiality - 2% of total assets
-- Rationale for benchmark applied - As the company's principal
activity is that of an investment company, we deemed total assets
to be the key benchmark for users of the financial statements
-- Performance materiality - GBP304,000
-- Basis for determining performance materiality - 75% of
overall materiality in the current year
-- Reporting of misstatements to the Audit Committee - Misstatements in excess of GBP4,000 and misstatements below that threshold that, in our view, warranted reporting on qualitative grounds
An overview of the scope of our audit
The company has been subject to a full scope audit.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- 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; and
-- the Strategic Report and the Directors' Report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the Strategic Report or
the Directors' Report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept, 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; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at:
http://www.frc.org.uk/auditorsresponsibilities . This description
forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Andrew Allchin (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
1 St James' Gate
Newcastle Upon Tyne
NE1 4AD
Date: 22 April 2020
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2019
2019 2018
Notes GBP000's GBP000's
=============================================== ===== ===== ====== ========= =========
Revenue - -
Staff costs 1 (74) (74)
Other operating income 23 28
Other operating expenses 3 (267) (149)
------------------------------------------------------------- ------ --------- ---------
Loss from operations before
impairments (318) (195)
Impairment of Investments 6 - (17,183)
Loss from operations after
impairments (318) (17,378)
Finance expense 2 - -
Finance income 2 1 1
------------------------------------------------------------- ------ --------- ---------
Loss from operations before
tax (317) (17,377)
Taxation 4 - -
----------------------------------------------- ----- ----- ------ --------- ---------
Loss & total comprehensive income for
the year attributable to equity shareholders (317) (17,377)
------------------------------------------------------------- ------ --------- ---------
Loss per share
Loss per share from operations
Basic and diluted (p) 5 (0.20) (10.99)
STATEMENT OF FINANCIAL POSITION (Company registration number 04061965)
AS AT 31 DECEMBER 2019
2019 2018
Notes GBP000's GBP000's
================================================================== ==== ==== ========== ========= =========
Non current assets
Non current Investments 6 19,100 19,100
------------------------------------------------------------------------------ ---------- --------- ---------
19,100 19,100
---- ---- ---------- --------- ---------
Current assets
Trade and other receivables 8 23 11
Cash and cash equivalents 7 136 188
------------------------------------------------------------------------------ ---------- --------- ---------
159 199
---- ---- ---------- --------- ---------
Total assets 19,259 19,299
------------------------------------------------------------------------------ ---------- --------- ---------
Current liabilities
Trade and other payables 9 104 52
------------------------------------------------------------------------------ ---------- --------- ---------
104 52
---- ---- ---------- --------- ---------
Total liabilities 104 52
------------------------------------------------------------------------------ ---------- --------- ---------
Equity
Share capital 10 8,145 7,920
Share premium 10 17,336 17,336
Share option reserve 331 331
Special reserve 66,837 66,837
Merger reserve 1,534 1,534
Retained earnings (75,028) (74,711)
------------------------------------------------------------------------------ ---------- --------- ---------
Total equity attributable
to equity shareholders 19,155 19,247
------------------------------------------------------------------------------ ---------- --------- ---------
Total equity and liabilities 19,259 19,299
------------------------------------------------------------------------------ ---------- --------- ---------
The financial statements were approved by the board of directors
and authorised for issue on 22 April 2020 and are signed on its
behalf by:
Daryn Robinson
Chairman
STATEMENT OF CHANGES IN EQUITY ATTRIBUTABLE TO EQUITY SHAREHOLDERS
FOR THE YEARED 31 DECEMBER 2019
Share Share Share Merger Special Retained Total
capital premium option reserve reserve earnings
a reserve c d e
b
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
At 1 January 2018 7,816 17,190 331 1,534 66,837 (57,334) 36,374
------------------------------ --------- --------- --------- ----------- ----------- --------- ---------
Comprehensive income
Loss for the year - - - - - (17,377) (17,377)
------------------------------ --------- --------- --------- ----------- ----------- --------- ---------
Total comprehensive
income for the year - - - - - (17,377) (17,377)
Transactions with
owners in their capacity
as owners:-
Issuance of new
shares (note 10) 104 146 - - - - 250
------------------------------ --------- --------- --------- ----------- ----------- --------- ---------
At 31 December 2018 7,920 17,336 331 1,534 66,837 (74,711) 19,247
------------------------------ --------- --------- --------- ----------- ----------- --------- ---------
Comprehensive income
------------------------------ --------- --------- --------- ----------- ----------- --------- ---------
Loss for the year - - - - - (317) (317)
------------------------------ --------- --------- --------- ----------- ----------- --------- ---------
Total comprehensive
income for the year - - - - - (317) (317)
------------------------------ --------- --------- --------- ----------- ----------- --------- ---------
Transactions with
owners in their capacity
as owners:-
------------------------------ --------- --------- --------- ----------- ----------- --------- ---------
Issuance of new
shares (note 10) 225 - - - - - 225
------------------------------ --------- --------- --------- ----------- ----------- --------- ---------
At 31 December 2019 8,145 17,336 331 1,534 66,837 (75,028) 19,155
------------------------------ --------- --------- --------- ----------- ----------- --------- ---------
a The share premium account represents amounts subscribed for
share capital in excess of nominal value, net of directly
attributable share issue costs.
b The share option reserve represents the cumulative share-based
payment expense.
c The merger reserve has arisen on the legal acquisition of
subsidiary companies.
d The special reserve relates to a previous reclassification of the share premium account.
e The retained earnings represents the accumulated retained
profits and losses less dividend payments.
CASH FLOW STATEMENT
FOR THE YEARED 31 DECEMBER 2019
2019 2018
GBP000's GBP000's
============================================ ==== ==== ============= =========
Loss before interest and taxation (318) (17,378)
Loss on impairment of investments - 17,183
Operating cash flows before movements
in working capital (318) (195)
(Increase)/decrease in receivables (12) 2
Decrease/(increase) in payables 52 (4)
-------------------------------------------------------- ------------- ---------
Net cash used in operating activities (278) (197)
Cash flow from Investing Activities
Interest received 1 1
-------------------------------------------------------- ------------- ---------
Net cash from investing activities 1 1
-------------------------------------------------------- ------------- ---------
Cash flow from financing activities
Proceeds from issuance of ordinary
shares net of costs 225 250
-------------------------------------------------------- ------------- ---------
Net cash generated by financing activities 225 250
-------------------------------------------------------- ------------- ---------
Net (decrease)/increase in cash and
cash equivalents (52) 54
Cash and cash equivalents at the start
of year 188 134
-------------------------------------------------------- ------------- ---------
Cash and cash equivalents at the end
of the year 136 188
-------------------------------------------------------- ------------- ---------
ACCOUNTING POLICIES
(i) Basis of preparation of the financial statements
Tanfield Group Plc is a public company incorporated in England
and quoted on AIM. These financial statements have been prepared on
the going concern basis in accordance with International Financial
Reporting Standards as adopted by the EU ("IFRS"), IFRS
Interpretation Committee interpretation ("IFRSIC") and the
requirements of the Companies Act applicable to Companies reporting
under IFRS. The financial statements have been prepared under the
historical cost convention, except for the revaluation of certain
financial assets and liabilities measured at fair value.
The financial statements present the company accounts only and
have not been consolidated as the adjustments made to the financial
statements upon consolidation would be immaterial. The financial
statements are prepared in sterling, which is the functional
currency of the company. Monetary amounts in these financial
statements are rounded to the nearest thousand.
The preparation of the financial statements requires management
to exercise its judgement in the process of applying the company's
accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements, are disclosed below in
"Critical accounting estimates and key judgements".
(ii) Going concern
The financial statements have been prepared on the going concern
basis, which assumes that the Company will continue to be able to
meet its liabilities as they fall due for the foreseeable future.
At 31 December 2019 the Company had cash balances of GBP0.1m and is
debt free.
The Directors are confident that, f ollowing a loan note
instrument for up to GBP700k being put in place by Tanfield on 27
March 2020, with a minimum of GBP500k being subscribed, the
available resources will be sufficient to a) allow the Company to
continue in operation for a minimum of 12 months and b) see the US
Proceedings through to conclusion, based on the expected procedural
outcomes, timing and cost estimates. It is not currently expected
that Covid-19 will impact on this, but as the full extent of the
pandemic is not yet known, should the US Proceedings be delayed
materially, additional resources may be required in order to see
the US Proceedings through to conclusion. Having taken the
uncertainties into account the Board believes it is appropriate to
prepare the financial statements on the going concern basis. The
financial statements do not include any adjustments to the value of
the statement of financial position assets or provisions for
further liabilities, which would result should the going concern
assumption not be valid.
The Directors do not believe that the post year end global
Covid-19 pandemic will have a direct impact on the Company's
ability to continue as a going concern due to the nature of its'
activities as an investment company.
(iii) Foreign currencies
Transactions in currencies other than sterling, the
presentational currency of the company, are recorded at the rates
of exchange prevailing on the dates of the transactions. At each
statement of financial position date, monetary assets and
liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the statement of financial
position date.
Non-monetary assets and liabilities carried at fair value that
are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined.
Gains and losses arising on retranslation are included in the
income statement for the period, except for exchange differences on
non-monetary assets and liabilities, which are recognised directly
in equity.
(iv) Retirement benefit cost
The company operates a defined contribution pension scheme and
pays contributions to an externally administered pension plan. The
company has no further payment obligations once the contributions
have been paid. The contributions are recognised as an employee
benefit expense in the period in which they fall due.
(v) Share based payments
The Company issues equity-settled share based payments to
certain employees and has applied the requirements of IFRS2
"Share-based payments".
Equity settled share-based payments are measured at fair value
at the date of the grant. Fair value is measured using a
Black-Scholes model.
The fair value is expensed on a straight-line basis over the
vesting period, based on the Company's estimate of shares that will
eventually vest.
(vi) Financial instruments
Recognition of financial assets and financial liabilities
Financial assets and financial liabilities are recognised on the
Company's statement of financial position when the Company has
become a party to the contractual provisions of the instrument.
Financial assets
Investments
Investments are included at fair value with fair value gains and
losses recognised in profit or loss.
Trade and other receivables
Financial assets within trade and other receivables are
initially recognised at fair value, which is usually the original
invoiced amount and are subsequently carried at amortised cost less
provisions made for impairment.
Trade receivables do not carry any interest and are stated at
their nominal value as reduced by appropriate allowances for
estimated irrecoverable amounts.
An impairment loss is recognised for the expected credit losses
on receivables when there is an increased probability that the
counterparty will be unable to settle an instrument's contractual
cash flows on the contractual due dates, a reduction in the amounts
expected to be recovered, or both.
Impairment losses and any subsequent reversals of impairment
losses are adjusted against the carrying amount of the receivable
and are recognised in profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand less short term
bank overdrafts.
Financial liabilities and equity
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the Company after deducting all
of its liabilities.
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown in
equity as a deduction from the proceeds received.
Trade and other payables
Financial liabilities within trade and other payables are
initially recorded at fair value, which is usually the original
invoiced amount, and subsequently carried at amortised cost.
(vii) Segmental reporting
In accordance with IFRS 8 operating segments are determined on
the basis of information reported to the chief operating
decision-maker for decision-making purposes. The Company considers
that it only has one segment and that the role of chief operating
decision-maker is performed by the Tanfield Group Plc's board of
directors.
(viii) Termination benefits
Termination benefits (leaver costs) are payable when employment
is terminated before the normal retirement date, or when an
employee accepts voluntary redundancy in exchange for these
benefits. The Company recognises termination benefits when it is
demonstrably committed to the affected employees leaving the
Company.
Accounting standards, interpretations and amendments to
published accounts
The Company considered the implications of, if any, and applied
the following standard and amendments for the first time during the
year ended 31 December 2019.
New and amended standards and interpretations effective from 1
January 2019 adopted by the Company
IFRS16 Leases
Introduces a single lessee accounting model and eliminates the
previous distinction between an operating lease and a finance
lease. Endorsed by the EU and effective from 1 January 2019.
Given the operational status of the company, the Directors
confirm that neither this new standard, nor any of the matters
raised in any recent Annual Improvements projects, nor any recent
amendments to specific IAS and IFRS standards, have a material
impact on the financial statements.
New and amended standards and interpretations effective from 1
January 2020 not yet adopted by the Company.
Certain new accounting standards and interpretations have been
published that are not mandatory for 31 December 2019 reporting
periods and have not been early adopted by the group. These
standards are not expected to have a material impact on the entity
in the current or future reporting periods and on foreseeable
future transactions .
CRITICAL ACCOUNTING ESTIMATES AND KEY JUDGEMENTS
The preparation of financial statements in conformity with IFRS
requires the use of accounting estimates and assumptions. It also
requires management to exercise judgement in the process of
applying the Company's accounting policies. We continually evaluate
our estimates, assumptions and judgements based on the most up to
date information available.
The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
Investments
Smith
The status of the Company's holding in Smith Electric Vehicles
US Corp was reviewed during the year. The Board previously advised
that the company had ceased operations and did not feel that Smith
had made sufficient progress towards achieving its plan of
obtaining a public listing to maintain the previous valuation and
had therefore decided to impair the investment in Smith to GBPnil.
Subsequently, a plan to establish a joint-venture was beset by
litigation (see Strategic Report) and while the litigation has now
been settled, no progress has since been made that gives rise to an
expectation of a realisation in value. As such, the Board is
maintaining its view that the investment currently has nil
value.
Nevertheless, the Board acknowledges that there is a chance the
investment could result in a return to Shareholders and will
continue to monitor the investment. Should progress be made in the
future the valuation of the investment will be revisited.
Snorkel International
The status of the Company's holding in Snorkel International
Holdings LLC was reviewed during the year. The Board has concluded
that, while Tanfield continues to retain an investment in Snorkel
International (currently valued at GBP19.1m), consisting of a 49%
interest and the Preferred Interest, under the terms of the Joint
Venture, they are unable to exercise significant influence over the
activities and strategic direction of Snorkel International and
therefore holding the investment as a trade investment, as opposed
to applying equity accounting, continues to be the correct
treatment.
Since the injection of working capital, following the Joint
Venture in October 2013, Snorkel International has continued to
progress well with sales levels (unaudited) growing by 11% in the
first 9 months of 2019 (Full year 2018: 21% / 2017: 27% / 2016: 19%
/ 2015: 29%) resulting in sales of $169.5m for the first 9 months
of 2019 compared to $152.7m for the same 9 months in 2018 (Full
year 2018: $200.5m / 2017: $165.8m / 2016: $130.5m / 2015: $109.9m
/ GBP2014: $85.3m). The operating profit (unaudited), excluding
depreciation, for the 9 months to 30 September 2019 was $2.7m
compared to $2.9m for the same 9 months in 2018 (Full year 2018:
$2.9m / 2017: $1.6m / 2016: $2.8m loss / 2015: $10.6m loss / 2014:
$14.9m loss).
The Board is not aware of any market factors and have not been
made aware of any specific reason why sales growth should not have
continued in the final quarter of 2019.
Under the terms of the Joint Venture, the level of financial
information available to the Board to assess the fair value of the
investment in Snorkel International is limited to quarterly
historical financial information, incorporating a consolidated
operating statement, balance sheet and cashflow.
In 2018, the Board impaired Tanfield's investment value in
Snorkel International down to GBP19.1m, from the previous valuation
of GBP36.3m. The valuation of GBP19.1m is based on the value of the
Preferred Interest which is made up of the priority amount, set in
2013 based upon the assets of the Snorkel division contributed to
the Joint Venture, plus the preferred return, being interest
accruing on the priority amount. This is the basis of valuation
that was set out in the Circular issued to Shareholders at the time
of the Joint Venture. The Board have not included the effect of
discounting for the timing of a future realisation as they do not
believe this materially impacts on the valuation.
The previous valuation of GBP36.3m was originally calculated in
2013 and assumed the $25m EBITDA trigger, compelling the payment of
the Preferred Interest and the purchase of Tanfield's interest in
Snorkel International by Xtreme, would be reached within the
predefined period ending 30 September 2018. As Snorkel
International, under Xtreme's control, failed to achieve the EBITDA
trigger, Tanfield retains a 49% interest in Snorkel International
and the Preferred Interest, but it can no longer compel Xtreme to
pay the Preferred Interest and acquire its 49% interest.
In November 2018, the Board received a call option notice in
which Xtreme, via its subsidiary SKL, requested to exercise a call
option to acquire Tanfield's interest in Snorkel International. In
the request, SKL stated that the option price to acquire Tanfield's
holding was $0 (nil) and that payment of the Preferred Interest was
not required.
The Board did not agree with this statement and does not believe
that the contractual agreements, or the Circular distributed to
shareholders to fully explain the terms of the transaction - and
thereby seek their authority to enter in to the transaction - allow
for a call option whereby Xtreme can acquire Tanfield's interest in
Snorkel International for a nil value. The Board therefore rejected
the call option notice and sought to amicably resolve the dispute
with Tanfield's 51% joint venture partner, Xtreme. As announced on
22 October 2019, Xtreme (via its subsidiary SKL and Snorkel
International) filed the US Proceeding against Tanfield and its
subsidiary HBWP.
As the US Proceedings have been brought against Tanfield, it is
evident that Don Ahern, the owner of Xtreme, wishes to own 100% of
Snorkel International. However, based on the statement within the
US Proceedings, it is evident that Don Ahern does not believe he
should have to pay anything in order to acquire Tanfield's 49%
interest in Snorkel International. One possible outcome is that
Tanfield continues to hold its 49% interest for the foreseeable
future however, the Board do not believe such a scenario would be
in the best interest of shareholders and, should it become
necessary, would consider options that may assist in moving from
this position.
The Board has reviewed the historic financial information, along
with the global industrial and aerial work platform market
conditions and has concluded it is appropriate to value Tanfield's
investment in Snorkel International based on what the Board
understands are the contractual arrangements and so at an amount
based on the Preferred Interest amount of GBP19.1m.
This valuation has been assessed against various criteria,
including past performance (including but not limited to a growth
in sales, bill of material costs and improved operating
profitability), production capacity, market conditions, the
capability of the business to increase output and exchange rate
fluctuations. In coming to this opinion, the Board has considered
the trends within the business and their consistency; in
particular:
-- the rate of sales growth being more or less than that
recently achieved by Snorkel International.
-- the level of operating profitability improvement being more
or less than that recently achieved by Snorkel International.
-- The impact of exchange rate movements given that any proceeds
will be received in USD, considering current, historic and average
exchange rates.
Between 1 January 2019 to 31 December 2019, the range of the GBP
to USD exchange rate has a low of 1.204 and a high of 1.335, the
average being 1.277. If GBP19.1m is assumed to represent the
average exchange rate then based on the low of 1.204 the valuation
increases by approximately 6% to GBP20.3m and based on the high of
1.335 the valuation reduces by approximately 4% to GBP18.3m giving
a potential movement of 10% in the valuation. There is an added
element of uncertainty in the foreign currency markets due to the
uncertainty of what the future trading relation with the EU will be
which may result in the GBP to USD exchange rate improving or
worsening as the process progresses. Whilst the Board is not in a
position to mitigate against any potential exchange rate variation,
until such time as the realisation of the Snorkel International
investment is known, it will continue to consider such means as may
be possible to maximise the GBP return to shareholders.
If the assumption is made that both the progress within Snorkel
International and the wider global market conditions will continue
to improve, then the Board note that the valuation could
potentially increase beyond GBP19.1m which is underpinned by the
Preferred Interest element. However, the Board has considered
various Snorkel International trading scenarios, based around a
continuing sales growth trend and does not believe the valuation is
likely to materially increase from GBP19.1m in the near future.
The Board, however, caveat that a number of factors could
influence the valuation and performance of Snorkel International
between now and a potential realisation date, including Xtreme's
opinion of the contractual agreements which has resulted in the US
Proceedings (see Strategic Report for further information) as well
as the recent global Covid-19 pandemic. Due to the risks involved
with the ongoing different opinions regarding the contractual
agreements, it is possible the actual realisation of value could be
less than the current valuation, potentially as low as GBPnil as
alleged by Xtreme and depending on the outcome of ongoing legal
proceedings. As the global Covid-19 pandemic is still unfolding, it
is not possible at this stage, largely due to the limited Snorkel
International information available to the Board, to estimate the
likely impact the pandemic may have. The Board note that any impact
of Covid-19 would likely be limited to the performance of Snorkel
International and the timing of a possible realisation but it
shouldn't alter what it believes to be the minimum contractual
value.
Given the risks, the Board has considered whether a further
impairment loss should be recognised but have concluded that based
on their understanding of the contractual agreements in place, no
further impairment is required at this time.
Whilst the timing and quantum of realisation of the investment
remains unclear, the Board is currently of the opinion that the
investment in Snorkel International will result in a return to
shareholders in the future, that the current value of the
investment of GBP19.1m remains appropriate and there is not an
alternative, more reliable valuation of the investment than the
current estimate.
NOTES TO THE ACCOUNTS
1. Staff costs
2019 2018
Aggregate remuneration comprised GBP000's GBP000's
----------------------------------------------------------------------- ---------- ----------------- -----------------
Wages and salaries 72 72
Other pension costs 2 2
----------------------------------------------------------------------- ---------- ----------------- -----------------
Total staff costs 74 74
----------------------------------------------------------------------- ---------- ----------------- -----------------
2019 2018
Average monthly number of employees No. No.
Directors 2 2
----------------------------------------------------------------------- ---------- ----------------- -----------------
Total 2 2
----------------------------------------------------------------------- ---------- ----------------- -----------------
Details of Directors' fees and salaries, bonuses, pensions, benefits
in kind and other benefit schemes together with details in respect
of Directors' share option plans are given in the Directors'
Remuneration Report.
2. Finance expense and finance income
2019 2018
Finance expense GBP000's GBP000's
Interest - -
----------------------------------------------------------------------------------- ------------------------- ---------
Total finance expense - -
----------------------------------------------------------------------------------- ------------------------- ---------
2019 2018
Finance income GBP000's GBP000's
-------------------------------- --------------- ------------ ------------------------------------------------- ---------
Interest on cash, cash equivalents & financial
instruments 1 1
Total finance income 1 1
----------------------------------------------------------------------------------- ------------------------- ---------
3. Other operating expenses
2019 2018
GBP000's GBP000's
---------------------------- ------------------- ------------ ------------------------------------------------- ---------
Property related expenses 33 40
Auditor's remuneration
(see below) 25 25
Other operating expenses 209 84
---------------------------- ------------------- ------------ ------------------------------------------------- ---------
Total operating expenses 267 149
---------------------------- ------------------- ------------------------------------ ------------------------- ---------
Auditor's remuneration
Amounts payable to RSM UK Audit LLP and their associates in respect of both audit and non-audit services
are as follows:
2019 2018
GBP000's GBP000's
--------------------------------------------------------------------------------------- ------------------------- ---------
Audit Services
* statutory audit of accounts 23 23
Other services relating to
taxation
* compliance services - 2
------------------------------------------------- --- --------------------------------------------------------- ---------
23 25
Comprising
* Audit services 23 23
* Non audit services - 2
4. Taxation
Analysis of and factors affecting taxation
charge
The taxation charge on the loss for the year differs from the
amount computed by applying the corporation tax rate to the loss
before taxation as a result of the following factors:
2019 2018
GBP000's GBP000's
------------------------------------------------------------------------------- ------------------------- ---------
Loss before taxation (317) (17,377)
------------------------------------------------------------------------------- ------------------------- ---------
Notional taxation charge at UK rate of 19%
(2018: 19%) (60) (3,302)
Effects of:
Non-deductible expenses - 3,265
Deferred tax asset not recognised in the
period 60 37
Total taxation charge in the income statement - -
------------------------------------------------------------------------------- ------------------------- ---------
The Company has tax losses of approximately GBP4.1m (2018: GBP3.8m)
available to carry forward against future profits of the same
trade. No deferred tax asset has been recognised due to the uncertainty
of future profitability of the Company.
5. Loss per share
Basic loss per share is calculated by dividing the loss attributable
to equity shareholders by the weighted average number of shares
in issue during the period. In calculating the dilution per share,
share options outstanding and other potential ordinary shares
have been taken into account where the impact of these is dilutive.
As the potential dilutive ordinary shares from share options
reduce the loss per share these shares are omitted from the dilutive
loss per share calculation. The average share price during the
year was 5.36p (2018: 10.35p).
2019 2018
No. No.
Number of shares 000's 000's
------------------------------------------------------- -------------------------- ------------------------- ---------
Weighted average number of ordinary shares for
the purposes of basic earnings per share 160,971 158,070
Effect of dilutive potential ordinary
shares from share options - -
------------------------------------------------------- -------------------------- ------------------------- ---------
Weighted average number of ordinary shares for
the purposes of diluted earnings per share 160,971 158,070
--------------------------------------------------------------------------------------- ------------------------- ---------
Loss
2019 2018
From operations GBP000's GBP000's
------------------------------------------------------- -------------------------- ------------------------- ---------
Loss for the purposes of basic earnings per share
being net profit attributable to owners of the
parent (317) (17,377)
Potential dilutive ordinary shares from share - -
options
----------------------------------------------------------------------- ------ -------------------------
Loss for the purposes of diluted earnings (317)
per share (17,377)
----------------------------------------------------------------------- -----------------------------------------------
Loss per share from operations
Basic and diluted (p) (0.20) (10.99)
6. Non current
investments
A summary of the Non current investments is shown below:
2019 2018
GBP000's GBP000's
---------------------------- -------- --------------------------- --------- ---------------
Investment in Smith
Electric Vehicles
US Corp - -
Investment in Snorkel
International
Holdings LLC 19,100 19,100
---------------------------- -------- --------------------------- --------- ---------------
Total non current
investments 19,100 19,100
---------------------------- -------- --------------------------- --------- ---------------
Smith Electric Vehicles US Corp
At 31 December 2019, the Company held a 5.76% (2018: 5.76%) share
of the issued share capital of Smith Electric Vehicles US Corp,
a company registered in the US. In 2015 the Board decided to impair
the investment in Smith to nil and they continue to maintain this
position. However, the Board will continue to monitor the investment.
Snorkel International Holdings LLC
At 31 December 2019, the Company held a 49% (2018: 49%) share
of the issued share capital of Snorkel International Holdings
LLC, a company registered in the US. This shareholding is being
held as a non current investment at fair value (2019: GBP19,100k,
2018: GBP19,100k). The cumulative impairment provision against
this investment is GBP17,183k (2018: GBP17,183k). See Strategic
Report for further considerations.
7. Cash and cash
equivalents
Cash and cash equivalents comprise cash and short-term deposits
held by the Company. The carrying amount of these assets approximates
their fair value. The Company primarily holds cash and cash equivalents
in Sterling bank accounts.
2019 2018
GBP000's GBP000's
---------------- -------------------------------- ----------- ----------------- -------------------
136 188
---------------- -------------------------------- ----------- ----------------- -------------------
8. Trade and other receivables
2019 2018
GBP000's GBP000's
------------------------------------------ ------ --- ---------- ------------- --------------------------
Receivable within one year
Other debtors and prepayments 23 11
------------------------------------------ ------ --- ---------- ------------- --------------------------
23 11
------------------------------------------ ------ --- ---------- ------------- --------------------------
The directors consider that the carrying amounts of trade and
other receivables approximates to their fair value.
9. Trade and other payables
The directors consider that the carrying amounts of trade and
other payables approximates to their fair value.
2019 2018
GBP000's GBP000's
--------------- ------- --------------------------------- ---------- --------- --------------------------
Payable within
one year
Trade payables 52 18
Social
security and
other
taxes 1 1
Accrued
expenses 51 33
104 52
------------------------ ----------------------------- ---------- --------- --------------------------
Average credit period taken on trade purchases
(days) a 72 45
a Creditor days have been calculated as trade payables over other operating expenses multiplied
by 365 days.
10. Share capital and share premium
The Company has one class of ordinary shares which carry no right to fixed
income. All shares are fully paid up.
Share
Nominal Number of capital Share premium
share value shares GBP000's GBP000's
---------------- ------------------------ ----------------------- --------- --------------------------
At 1 January
2018 5p 156,323,517 7,816 17,190
---------------- ------------------------ ----------------------- --------- --------------------------
New share issue
28 February
2018 a 5p 2,083,333 104 146
At 31 December
2018 5p 158,406,850 7,920 17,336
---------------- ------------------------ ----------------------- --------- --------------------------
New share issue
6 June 2019
b 5p 4,500,000 225 -
At 31 December
2019 5p 162,906,850 8,145 17,336
---------------- ------------------------ ----------------------- --------- --------------------------
a On 22 February 2018 the Company announced that it had conditionally
raised gross proceeds of GBP250k. These funds were raised by way of a
placing of 2,083,333 new Ordinary Shares of 5 pence ("Shares") with institutional
investors at a price of 12.0 pence per Share which were issued onto the
AIM market on 28 February 2018.
b On 31 May 2019 the Company announced that it had conditionally raised
gross proceeds of GBP225k. These funds were raised by way of a placing
of 4,500,000 new Ordinary Shares of 5 pence ("Shares") with institutional
investors at a price of 5.0 pence per Share which were issued onto the
AIM market on 6 June 2019.
11. Share based payments
IFRS2 requires share based payments to be recognised at fair value. The
company measures the fair value of its share based payments to employees,
"share options", using the Black-Scholes valuation method at the date
of grant. The share based payment expense is recognised in profit or loss
over the vesting period.
All share based payments are equity settled and details of the share option
activity during 2019 and 2018 are shown below.
2019 2018
Number Weighted Number Weighted
of share average of share average exercise
options exercise options price (pence)
price (pence)
---------------- ---------------------------- --------------- ------------- -------------------
Outstanding at
beginning
and end of the
year 4,100,000 27 4,100,000 27
---------------- ---------------------------- --------------- ------------- -------------------
Exercisable 4,100,000 27 4,100,000 27
---------------- ---------------------------- --------------- ------------- -------------------
No share options expired, or were granted, exercised or forfeited during
the periods covered by the table above. The outstanding options at 31
December 2019 had a weighted average remaining contractual life of 1.0
years (2018: 2.0 years)
The following table relates to share options outstanding and exercisable
at 31 December 2019
Option exercise prices
27p Total
------------------------------------------------ ---------------------------------- ---------------------------------------- ---------------------------------------
No of share options 4,100,000 4,100,000
---------------------------------------------------------------------------------------- ---------------------------------------- ---------------------------------------
No of exercisable
options 4,100,000 4,100,000
---------------------------------------------------------------------------------------- ---------------------------------------- ---------------------------------------
A charge to the income statement of GBPnil (2018: GBPnil) and
a credit directly to equity of GBPnil (2018: GBPnil) have been
made during the year in accordance with IFRS2 'Share-based payments'.
12. Financial risk management
The Company's operations are exposed to various financial risks
which are managed by various policies and procedures. The main
risk and their related management are discussed below:
Credit risk management
The Company's exposure to credit risk arises from its trade and
other receivables and cash deposits with financial institutions.
The Company's maximum exposure to credit risk is summarised
below: 2019 2018
GBP000's GBP000's
------ ------ ------ ------------------------ --------- --------- ----------- -----------
Trade and other receivables 2 2
Cash and cash equivalents 136 188
------------------------------------------------ ----------- --------- --------- ------- --------- ---------
----------
138 190
--------------------------------------------------------- --------- --------- ----------- ---------
Liquidity risk management
The Company is exposed to liquidity risk arising from having insufficient
funds to meet the Company's future financing needs. The Company's
liquidity management process includes projecting cash flows and
considering the level of liquid assets available to meet future
cash requirements along with monitoring statement of financial
position liquidity. The Board reviews forecasts, including cash
flow forecasts on a quarterly basis.
Maturity analysis
The table below analyses the Company's financial liabilities on
a contractual gross undiscounted cash flow basis into maturity
groupings based on amounts outstanding at the statement of financial
position date up to the contractual maturity date.
Within 1 1 to 5 years Over 5 years Total
year
GBP000's GBP000's GBP000's GBP000's
-------------------------- --------- ------------- ------------- ---------
2019
Trade and other payables 104 - - 104
---------------------------- --------- ------------- ------------- ---------
104 - - 104
-------------------------- --------- ------------- ------------- ---------
2018
Trade and other payables 52 - - 52
---------------------------- --------- ------------- ------------- ---------
52 - - 52
-------------------------- --------- ------------- ------------- ---------
Foreign exchange risk management
The Company is exposed to movements in foreign exchange rates
due to any realisation of its investment in Snorkel International
being denominated in foreign currencies. The carrying amount of
the company's investment in Snorkel International at 31 December
2019, which is denominated in USD, is GBP19.1m (2018: GBP19.1m).
During 2019, the GBP to USD exchange rate averaged 1.2769 with
a low of 1.2037 and a high of 1.3351. The company has no other
material assets or liabilities denominated in foreign currencies.
If appropriate the Company can use currency derivative financial
instruments such as foreign exchange contracts to reduce exposure.
These were not used in the period.
Capital management
The Company's main objective when managing capital is to protect
returns to shareholders. The Company also aims to maximise its
capital structure of debt and equity so as to minimise its cost
of capital. The Company manages its capital with regard to risks
inherent in the business and the sector in which it operates by
monitoring its gearing ratio on a regular basis. The Company considers
its capital to include share capital, share premium, special reserve,
share option reserve and retained earnings. No gearing is currently
calculated as the Company had no borrowings during the year.
13. Contingencies
Authorised Guarantee Agreement
At the time of the Joint Venture between Tanfield Group Plc and
Xtreme Manufacturing LLC relating to Snorkel International in
October 2013, Tanfield Group Plc was the tenant of the Vigo Centre
manufacturing facility from which the Snorkel division carried
out its UK manufacturing operations. In order to gain permission
to assign the lease to Snorkel Europe Limited, Tanfield Group
Plc entered into an authorised guarantee agreement on the 25 year
lease which commenced 27 June 2006.
14. Related party transactions
Remuneration of key personnel
The remuneration of the key management personnel, which includes
Directors, is set out below in aggregate for each of the categories
specified in IAS 24 Related Party Disclosures. Further information
about the remuneration of individual directors is provided in
the Directors' Remuneration Report.
2019 2018
GBP000's GBP000's
--------------------------------------------------- ---------------------------------- --------------------------------------------------------------------------------- ---------
Salaries and short term
benefits including NI 72 72
Post employment benefits 2 2
--------------------------------------------------- ---------------------------------- --------------------------------------------------------------------------------- ---------
74 74
--------------------------------------------------- ---------------------------------- --------------------------------------------------------------------------------- ---------
15. Retirement benefits
The Company operates a defined contribution retirement benefit
plan for all qualifying employees. The total cost charged to income
of GBP2k (2018: GBP2k) represents contributions payable to that
scheme by the Company at rates specified in the rules of the scheme.
As at 31 December 2019, contributions of GBPnil (2018: GBPnil)
due in respect of the current reporting period had not been paid
over to the scheme.
16. Financial instruments recognised in the statement of financial
position
2019 2018
Assets Fair value Total Fair value Total
through through
Amortised profit Loans and profit
cost and loss receivables and loss
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
------------- ------ ---- --------------- ------------- ----------- -------------- ----------- -----------
Current financial
assets
Trade and other
receivables 2 - 2 2 - 2
Investments - 19,100 19,100 - 19,100 19,100
Cash and cash equivalents 136 - 136 188 - 188
--------------------------- --------------- ------------- ----------- -------------- ----------- -----------
Total 138 19,100 19,238 190 19,100 19,290
--------------------------- --------------- ------------- ----------- -------------- ----------- -----------
2019 2018
Liabilities Other Held for Total Other Held for Total
financial trading financial trading
liabilities liabilities
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
---------------------------- -------------- ------------- ----------- -------------- ----------- -----------
Current liabilities
Trade and other payables 104 - 104 51 - 51
---------------------------- -------------- ------------- ----------- -------------- ----------- -----------
Total 104 - 104 51 - 51
---------------------------- -------------- ------------- ----------- -------------- ----------- -----------
Financial assets and liabilities measured at fair value are measured
using a fair value hierarchy that reflects the significance of
the inputs used in making the fair value measurements, as follows:-
* Level 1 - Unadjusted quoted prices in active markets
for identical asset or liabilities ('quoted prices');
* Level 2 - Inputs (other than quoted prices in active
markets for identical assets or liabilities) that are
directly or indirectly observable for the asset or
liability ('observable inputs'); or
* Level 3 - Inputs that are not based on observable
market data ('unobservable inputs').
All of the company's financial assets and liabilities measured
at fair value are measured using level 3 valuations in both the
year ended 31 December 2019 and the year ended 31 December 2018.
The fair value investment is measured against the contractual
terms of the Joint Venture with Xtreme, as detailed in the circular
distributed to shareholders to fully explain the terms of the
transaction - and thereby seek their authority to enter into the
transaction. Further details are provided in the strategic report
and in the critical accounting estimates and key judgements.
17. Investments
The tables below give brief details of the Company's investments
at 31 December 2019. The Company had no operating subsidiaries
as of 31 December 2019. Group Interest
in allotted
capital & voting Country of
Investments Principal activity rights incorporation
-------------------------- ------------------- ------------------ ---------------
Smith Electric Vehicles Electric vehicle
US Corp manufacture 5.76% US
-------------------------- ------------------- ------------------ ---------------
HBWP Inc Holding Company 100.00% US
-------------------------- ------------------- ------------------ ---------------
Snorkel International
Holdings LLC Holding Company 49.00% US
-------------------------- ------------------- ------------------ ---------------
Tanfield Engineering Powered Access 49.00% US
Systems US (Inc) a
-------------------------- ------------------- ------------------ ---------------
Snorkel Europe Ltd a Powered Access 49.00% UK
-------------------------- ------------------- ------------------ ---------------
Snorkel International Powered Access 49.00% US
Inc a
-------------------------- ------------------- ------------------ ---------------
Snorkel Australia Limited Powered Access 49.00% AUS
a
-------------------------- ------------------- ------------------ ---------------
Snorkel New Zealand Powered Access 49.00% NZ
Limited a
-------------------------- ------------------- ------------------ ---------------
a The Company's interest is held indirectly through HBWP Inc, a
wholly owned subsidiary, and its investment in Snorkel International
Holdings LLC
18. Post balance sheet events
The Company put in place a loan note instrument for up to
GBP700k, with a minimum of GBP500k subscribed, on 27 March
2020.
All share options granted to Directors under the terms of their
employment contracts lapsed on 2 February 2020.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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