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