(PTH.L) Promethean PLC Buy/Sell

March 18 (Reuters) - British auto dealer Cambria Automobiles Plc said on Thursday it planned to list on London's junior market to fund growth in a 50 million pounds ($76.6 million) initial public offering.
The company, which provides sales and servicing of motor vehicles, would issue 100 million shares at 50 pence each, it said in a regulatory filing.
Fairfax Plc was the nominated adviser for the IPO, the company, which competes with larger peers Inchcape, Lookers and Pendragon said.
"The UK automotive sector has experienced difficult trading conditions since the second half of 2008 and the outlook for 2010 is uncertain," the company said.
The industry's problems with rental commitments and ever increasing lease costs have forced a number of motor dealership operators into financial difficulties and this has provided the company with opportunity for growth, it said.
Cambria Automobiles said it had completed seven acquisitions to date, buying a total of 25 operating sites and 37 manufacturer franchises.
The company said after the IPO, its largest shareholder would be Chief Executive Mark Lavery with a 40 percent stake in the company.
Investment company Promethean Plc, which owns little over half of Cambria Automobiles, would have a 33.3 percent stake after the offering.
Separately, Promethean said it agreed not to sell any of Cambria Automobiles' shares that it would retain for a period of 30 months from April 1, the expected date of admission on AIM.
AIM, which had 36 listings in 2009, has had 8 admissions since the start of 2010.
For a list of IPOs in the pipeline for companies in the Europe, Middle East and Africa (EMEA) region, click on
($1=.6529 Pound)

(Reporting by Shivani Singh in Bangalore; Editing by Unnikrishnan Nair) Keywords: CAMBRIAAUTOMOBILES/ (shivani.singh@thomsonreuters.com; +91 80 4135 5800; Reuters Messaging: shivani.singh.thomsonreuters.com@reuters.net)

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Enquiries:

Sir Peter Burt / Mike Burt

Promethean Investments LLP +44 (0) 207 479 7660
James King / Gillian McCarthy +44 (0) 207 598 5368

Fairfax I.S. PLC

This information is provided by RNS The company news service from the London Stock Exchange

MSCUWSRRRRAOAAR

Further enquiries:

Promethean plc

Sir Peter Burt +44 (0) 207 479 7660

Promethean Investments LLP

Michael Biddulph +44 (0) 207 479 7664

James King / Gillian McCarthy

Fairfax I.S. PLC +44 (0) 207 598 5368

Other corporate information can be found at: http://www.prometheanplc.com

Chairman's Statement

Introduction

The past six months have seen considerable improvements in stock markets and the global economy seems to be improving. Whether or not that will continue is yet to be seen and certainly the UK economy has barely staggered out of the longest recession on record. One must be concerned at the risk of a double-dip and a slide back into negative territory. But I hope not.

At the AGM held in September 2009, it was agreed that the Company would move to realising its existing investment portfolio over an appropriate timescale to maximise the realisations and returning the proceeds to shareholders. Formally this involved changing the Company's investing policy to a divestment policy and mandating the Manager to realise the Company's portfolio over the period to 31 December 2013. At the same time a reduced management fee structure was agreed for the period going forward. Consequently no further cash will be invested by the Company in new or existing investments. The Manager will continue to seek exits as and when appropriate.

There has been limited progress in the value of our existing investments and as at 31 December 2009 the Company had pro-forma net assets of £46.2m equivalent to 102 pence per share, an increase of 9 pence per share or 9.7% over 30 June 2009 figure of 93 pence per share. This compares to an increase in the FTSE-All share Index (total return) of 29% over the same period.

Individual investments have been somewhat of a curate's egg: parts have been excellent, others disappointing. A detailed review is given in the following Investment Manager's Review but Cambria, our auto retail business, has made excellent progress while InterMediactive has continued to perform steadily. The new management at TIS at last is starting to see some reward for their efforts and the value of our investment in IFG Group plc has shown a marked recovery. Unfortunately Enterprise Group eventually lost its battle to survive the collapse of the mortgage market although we may recover some of our original investment through our holding in one of its subsidiary companies that avoided going into administration. Despite presenting the Atlas shareholders with a compelling transaction to vote on at the special meeting held on 12 February 2010, the Atlas board failed to secure the necessary majority to approve a merger transaction and the Plc's founder shares expired at zero value. This did not result in any reduction in pro forma NAV as we had taken a 100% provision against the cost of this investment in our 2009 full year accounts.

As always, the Manager and I are happy to speak to or meet with any of our shareholders.

Sir Peter Burt

Chairman

1 March 2010

Investment Manager's Review

The Investment Manager

Promethean Investments Fund LP ("Promethean") is managed by Promethean Investments LLP (the "Manager"). Promethean is a limited partnership that holds the Group's investments and of which the Company is a Member along with its senior executives.

Overview

During the six months to 31 December 2009 no new investments were made following the decision to move to a divestment policy. The majority of our private investments performed satisfactorily during the period despite the continued challenging economic conditions. More detail is provided in the commentary below.

The Manager is committed to supporting and developing the value in the portfolio in order to maximise the sale proceeds as and when investments are realised over the next two to four years in line with the divestment strategy adopted by the Company at the recent AGM.

The Manager remains of the view that an orderly sale process could take between two and four years and is dependent on a number of factors outside the Manager's control including the state of the economy and general market activity in the United Kingdom. Nevertheless, the Manager remains committed to delivering a satisfactory return to shareholders and to return cash proceeds over and above those already returned to shareholders to date (in total up to 55 pence per share has been returned to continuing shareholders including carried interest distributions paid to eligible shareholders).

Portfolio

As at 31 December 2009, the portfolio was as follows:

Company Sector Cost* £'000 Valuation** Cumulative
£'000
Gain/(Loss)£'000
Cambria Automobiles Automotive retailing 10,633 12,665 2,032
Enterprise Group Financial services 8,900 1 (8,899)
IFG Group plc Financial services 6,316 5,592 (724)
InterMediactive Group Telecoms services 1,750 12,269 10,519
Media Square plc Marketing services 6,098 459 (5,639)
TIS Group Financial services 10,006 11,404 1,398
Total 43,703 42,390 (1,313)

Note:

Portfolio Review

Atlas Acquisition Holdings Corp.

Promethean plc invested £0.9m as a founder shareholder in Atlas Acquisition Holdings Corp. (a SPAC or "Special Purpose Acquisition Company" listed on the American Stock Exchange). Atlas was established to effect a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction, or other similar business combination with an operating business which is not limited to any particular industry or geography.

Promethean plc subscribed for 575,000 founder ordinary shares at US$0.004 a share and 1,750,000 founder warrants at US$1 per warrant in Atlas Acquisition Holdings Corp, when it completed its public offering on 30 January 2008. A 100% provision was made against this investment in the financial year ended 30 June 2009.

Unfortunately, Atlas led by Jim Hauslein (Chairman and CEO) and Gaurav Burman (President) failed to secure the requisite number of votes from the public shareholders in Atlas in order to approve the proposed merger with Koosharem LLC, (which trades as "Select Staffing"). As a result, the transaction could not be completed and Atlas will be liquidated. The founder shares held by Promethean plc will expire worthless and no recovery is due under the terms of the Atlas IPO that completed on 30 January 2008. The provision having been made, there is no further effect on the Promethean balance sheet.

Cambria Automobiles

Cambria Automobiles was formed to purchase underperforming car dealerships with a strategy of improving their operational performance and creating a significant motor dealership group. Promethean initially invested in Cambria in July 2006 and further investments have been made including the most recent which increased the total number of franchise outlets to 37 and increased the Group's turnover to over £250m.

Cambria continues to perform well and has benefited from the government scrappage scheme as have other motor retailers in the United Kingdom. To date the Cambria management team have delivered exceptional performance during a period of major turbulence for the motor retail sector and Cambria remains well positioned to make selective acquisitions in order to enhance the size of the group. The Manager expects Cambria to achieve its budget for the current year and the Company is operating well within its current banking facilities.

The Manager is working closely with the Cambria management team to explore the optimal strategy to enable the business to continue to grow via acquisition.

Enterprise Group

As reported previously, Enterprise continued to suffer following the collapse of the broker mortgage market following the credit crunch. This situation was further exacerbated during the period when Enterprise's major funding partner had its own funding lines withdrawn. This changed the outlook for the worse and the Manager decided not to support the Group with additional capital. Therefore the majority of the Enterprise Group companies were placed into administration in November 2009.

The Manager worked closely with certain members of the Enterprise management team to keep out of the administration process - Enterprise Finance Limited ("EFL"), a small secured loan broking business that has continued to perform well despite the impact of the credit crunch. Promethean will have a 30% shareholding in EFL and a progressive dividend structure that will result in a significant proportion of the Company's excess cash flow being paid to Promethean. Given the short trading history of EFL as a stand alone entity, the Manager has decided to value this investment at £1,000 for the time being.

IFG Group plc

IFG Group plc ("IFG") is a listed financial services company that the Manager identified as being undervalued and which offers significant value potential. IFG operates corporate and trustee services; SIPP trustee and administration services and IFA and property intermediary services. The Company has acquired a minority shareholding in the business.

In the last report to shareholders we reported a significant drop in IFG's share price. However, this has recovered during the period and the value of our investment in IFG has risen 96.1% during the six months to 31 December 2009. This investment is valued at the closing bid price at 31 December 2009 of 1.39 Euros per share. On 26 February 2010 the closing bid price was 1.23 Euros per share.

InterMediactive Group

InterMediactive Group ("IMA") is a telecoms services business. IMA has developed a number of successful products across voice (fixed line and mobile), interactive TV, 3G and online platforms and provides network services. Promethean invested £8.5m in May 2007 and acquired a 75% shareholding in IMA. Promethean's original investment comprised £7.7m of 12% unsecured loan notes and £800,000 of ordinary equity. To date Promethean has received £8.1m of capital repayments and interest paid on its unsecured loan notes.

IMA continues to perform in line with plan and is operating comfortably within its banking facilities following the refinancing in 2008. The Manager is continuing to explore exit options for IMA. But, as noted in the last Report and Accounts, significant uncertainty remains over whether or not any realisation of this investment will occur in the short term.

Media Square plc

Media Square plc ("MSQ") is a listed marketing services and communications group. MSQ is reaching the end of its three year turn around programme. A significant amount of restructuring has taken place however MSQ remains affected by the challenging trading environment for marketing services companies. This investment is valued at the closing bid price at 31 December 2009 of 13 pence per share. On 26 February 2010 the closing bid price was 13 pence per share.

TIS Group

TIS Group ("TIS") is the UK's leading market maker and provider of services to the assigned with-profit endowment policies market, supplying Traded Endowment Policies ("TEPs") and ongoing policy valuation and management services to major institutional TEP funds, with approximately £700m of funds under management.

In June 2007, the Company invested £10.0m in the business and currently has a 53% equity stake. The Company's investment comprised £9.95m of 16% unsecured loan notes and the balance in ordinary equity. Additional funding of £52.5m was provided by HBOS and by the vendors who retained a junior vendor loan note and part equity ownership in TIS. HBOS plc has an option to acquire 2% of TIS' equity from Promethean on exit.

TIS' performance has improved since Promethean's last results. The Manager made a number of changes to the management team at TIS and is working closely with them to address the key challenge which is to increase the net investment flows into the managed funds. There are signs of improvement and TIS continues to operate within its banking facilities and the Manager is hopeful that TIS' performance will continue to improve during the first half of 2010.

Outlook

The Manager remains focussed on creating and realising value in the portfolio investments and is hopeful that proceeds from realisations will be forthcoming over the next twelve months when the divestment strategy starts bearing fruit. However there are a number of challenges facing many of the portfolio companies and the Manager is focussed on maximising the sale value of the Company's investments in order to maximise the quantum of capital returned to shareholders.

Promethean Investments LLP

1 March 2010

All statements of opinion and/or belief contained in the Investment Manager's Review and all views expressed and all projections, forecasts or statements relating to expectations regarding future events or the possible future performance of the Company represent Promethean Investments LLP's own assessment and interpretation of information available to it as at the date of this report. As a result of various risks and uncertainties, actual events or results may differ materially from such statements, views, projections or forecasts. No representation is made or assurance given that such statements, views, projections or forecasts are correct or that the objectives of the Company will be achieved.

Independent review report to Promethean plc

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2009 which comprises the unaudited Group Statement of Comprehensive Income, the unaudited Group and Pro-forma Statement of Financial Position, the unaudited Statement of Changes in Equity, the unaudited Statement of Cash Flows and the related explanatory notes 1-5. We have read the other information contained in the half yearly financial report which comprises only the Chairman's Statement and Investment Manager's Review and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with guidance contained in ISRE (UK and Ireland) 2410, 'Review of Interim Financial Information performed by the Independent Auditor of the Entity'. Our review work has been undertaken so that we might state to the company those matters we are required to state to them in a review 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, for our review work, for this report, or for the conclusion we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors.

As disclosed in Note 2, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting,' as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review 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. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2009 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union.

GRANT THORNTON

AUDITOR

ISLE OF MAN

1 MARCH 2010

Promethean plc Group Statement of Comprehensive Income for the period to 31 December

Unaudited
Group Group Group
Period Period Year
1 July 2009 to 1 July 2008 to 1 July 2008 to
31 Dec 2009 31 Dec 2008 30 June 2009
£'000 £'000 £'000

Investing Operations
Investment and other income 1,474 1,727 3,027
Realised and unrealised 873 (7,640) (8,742)

gain/(loss) on financial investments
2,347 (5,913) (5,715)
Management and other expenses (687) (1,001) (1,888)
Profit/(Loss) from investing 1,660 (6,914) (7,603)

activities

Trading Operations
Revenue from sale of goods and 11,712 11,080 22,343

services
Operating costs (8,411) (8,086) (15,822)
Profit from trading operations 3,301 2,994 6,521
Profit/(Loss) before finance 4,961 (3,920) (1,082)

costs and taxation

Finance income 5 515 484
Finance costs (242) (655) (973)
Profit/(Loss) before tax 4,724 (4,060) (1,571)
Income tax expense (909) (738) (1,538)
Group Profit/(Loss) 3,815 (4,798) (3,109)
Other comprehensive income, - - -

net of tax
Total comprehensive income for 3,815 (4,798) (3,109)

the period

Attributable to:
Equity holders of the parent 3,294 (5,100) (3,972)
Minority interest 521 302 863
3,815 (4,798) (3,109)
Earnings/(Loss) per share - 7.29p (0.10p) (8.14p)

(basic and diluted)

Promethean plc Group & Pro-forma Statement of Financial Position as at 31 December 2009 Unaudited
Pro-forma Pro-forma Pro-forma
Balance Sheet Balance Sheet Balance Sheet
Group Group Group (see Note 3) (see Note 3) (see Note 3)
31 Dec 2009 31 Dec 2008 30 June 2009 31 Dec 2009 31 Dec 2008 30 June 2009
£'000 £'000 £'000 £'000 £'000 £'000

Non-current assets
Property, plant and equipment 719 663 833 48 81 59
Other intangible assets 10,052 11,338 10,698 - - -
Goodwill 4,474 4,474 4,474 - - -
Investments held at fair value 28,448 26,527 26,529 40,583 33,854 36,278

through profit or loss
43,693 43,002 42,534 40,631 33,935 36,337

Current assets
Trade and other receivables 3,813 3,516 5,806 1,978 1,117 1,565
Cash and cash equivalents 8,124 32,804 5,425 3,851 30,819 4,777
11,937 36,320 11,231 5,829 31,936 6,342
Total assets 55,630 79,322 53,765 46,460 65,871 42,679

Current liabilities
Trade and other payables 2,997 3,649 3,344 246 292 566
Current portion of long-term 2,667 3,079 2,696 - - -

borrowings
Taxation liabilities 839 518 874 - - -
6,503 7,246 6,914 246 292 566

Non-current liabilities
Long-term borrowings 2,667 5,376 4,000 - - -
Deferred tax 2,837 3,237 3,029 - - -
5,504 8,613 7,029 - - -
Total liabilities 12,007 15,859 13,943 246 292 566

Net Assets 43,623 63,463 39,822 46,214 65,579 42,113

Equity
Share capital 452 500 452 452 500 452
Share premium 26,002 47,954 26,017 26,002 47,954 26,017
Unrealised investment revaluation (18,238) (18,009) (19,111) (7,853) (12,432) (6,460)

reserve
Retained earnings 33,235 31,930 30,814 27,613 29,557 22,104
Equity attributable to equity 41,451 62,375 38,172 46,214 65,579 42,113

holders of the parent
Minority interest 2,172 1,088 1,650 - - -
Total equity 43,623 63,463 39,822 46,214 65,579 42,113

Net asset per share £0.97 £1.27 £0.88 £1.02 £1.31 £0.93

Promethean plc Statement of Changes in Equity for the period to 31 December 2009 Unaudited

Group
Share capital Share premium Unrealised Retained earnings Minority interest Total
investment distributable
revaluation reserve
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at 30 June 2009 452 26,017 (19,111) 30,814 1,650 39,822
Profit and total income and - - - 3,294 - 3,294

expense for the period
Minority interest - - - - 522 522
Total comprehensive income for - - - 3,294 522 3,816

the period
Unrealised gains reserve - - 873 (873) - -

transfer
Expenses relating to the - (15) - - - (15)

return of capital to the shareholders
Balance as at 31 December 2009 452 26,002 (18,238) 33,235 2,172 43,623
Share capital Share premium Unrealised Retained earnings Minority interest Total
investment distributable
revaluation reserve
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at 30 June 2008 500 47,954 (10,369) 29,390 786 68,261
Profit and total income and - - - (5,100) - (5,100)

expense for the period
Total comprehensive income for - - - (5,100) - (5,100)

the period
Unrealised gains reserve - - (7,640) 7,640 - -

transfer
Distribution to minority - - - - 302 302

interest
Balance as at 31 December 2008 500 47,954 (18,009) 31,930 1,088 63,463
Share capital Share premium Unrealised Retained earnings Minority interest Total
investment distributable
revaluation reserve
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at 30 June 2008 500 47,954 (10,369) 29,390 786 68,261

Transactions with owners
Tender offer (48) - - (3,346) - (3,394)
Dividend - (8,106) - - - (8,106)
Capital return - (13,500) - - - (13,500)
(48) (21,606) - (3,346) - (25,000)
Profit and total income and - - - (3,972) - (3,972)

expense for the period
Minority interest - - - - 864 864
Total comprehensive income for - - - (3,972) 864 (3,108)

the period
Unrealised gains reserve - - (8,742) 8,742 - -

transfer
Expenses relating to the - (331) - - - (331)

return of capital to the shareholders
Balance as at 30 June 2009 452 26,017 (19,111) 30,814 1,650 39,822

Promethean plc Statement of Cash Flows for the period ended 31 December 2009 Unaudited
Group Group Group
Period Period Year
1 July 2009 to 1 July 2008 to 1 July 2008 to
31 Dec 2009 31 Dec 2008 30 June 2009
£'000 £'000 £'000

Cash inflow from operating activities
Net profit/(loss) for the 4,724 (4,060) (1,571)

period
Adjustments for :
Depreciation 146 149 277
Amortisation of intangibles 746 709 1,433
Finance income 5 515 484
Finance cost (242) (655) (973)
Unrealised investment (873) 7,640 8,742

(gains)/losses
Decrease/(increase) in trade 1,139 939 (2,348)

and other receivables
Decrease increase in payables (346) (588) (892)
Decrease in deferred tax (192) - (400)
Tax paid (1,136) (885) (1,137)
3,971 3,764 3,615

Cash flow from investing activities
Purchase of investments - (250) (400)
Proceeds from returns on - 841 841

investments
Purchase of intangibles (100) (72) (156)
Purchase of property, plant & (32) (213) (511)

equipment
Finance income (5) (515) (484)
Net cash used in investing (137) (209) (710)

activities

Capital return - - (13,589)
Tender offer (15) - (3,636)
Dividend - - (8,106)
Proceeds from bank loans - 8,400 6,696
Repayment of bank loans (1,362) - -
Repayment of other loans - (6,149) (6,119)
Finance lease principal - - (42)

payments
Finance cost 242 655 973
Net cash used in financing (1,135) 2,906 (23,823)

activities

Net increase/(decrease) in 2,699 6,461 (20,918)

cash

Cash and cash equivalents at 5,425 26,343 26,343

beginning of period
Cash and cash equivalents at 8,124 32,804 5,425

end of period

Note 1 - General Information

The information for the six month period ended 31 December 2009 and the period 1 July 2008 to 31 December 2008 do not constitute statutory accounts as defined in section 80 of the Companies Act 2006. Comparative figures for the year to 30 June 2009 are taken from the full statutory accounts, which contain an unqualified audit report.

Note 2 - Basis of accounting

This statement has been prepared using accounting policies and presentation consistent with those applied in the preparation of the accounts for the Company for the year ended 30 June 2009, and in accordance with International Accounting Standard 34, "Interim Financial Reporting".

Note 3 - Pro-forma Balance Sheet

The pro-forma balance sheet removes the consolidated investee company and the associated consolidated adjustments. The pro-forma balance sheet has been presented as the directors believe that as an investment company the pro-forma balance sheet provides information that is relevant for comparison to other investment companies that are not required to consolidate investee companies and it is used by the directors to monitor the performance of Promethean plc.

Investee companies are required to be consolidated where the group is deemed to have a controlling stake.

Investments are valued in accordance with the International Private Equity and Venture Capital valuation guidelines.

Note 4 - Segment Information

Group Group
Period Period
1 July 2009 to 1 July 2008 to
31 Dec 2009 31 Dec 2008
£'000 £'000

Revenues Investing operations
Management and other fees receivable 9 32
Interest income 1,447 1,578
Dividends from equity shares 18 117
1,474 1,727

Trading operations
Revenue from sale of goods and services 11,712 11,080
Total revenues 13,186 12,807

Unrealised gain/(loss) on financial 873 (7,640)

investments
873 (7,640)

Note 5 - Events after the balance sheet date

As at 26 February 2010 the closing bid price for Media Square plc was 13 pence per share and if applied to the valuation of the Company's investment as at the balance sheet date, resulting in no movement in the valuation of the Company's investment at the balance sheet date.

As at 26 February 2010 the closing bid price for IFG Group plc was 1.23 Euros per share and if applied to the valuation of the Company's investment as at the balance sheet date, would result in a decrease of £0.7m or 1.0 pence per share on a pro-forma NAV Basis.

The impact of the post balance sheet movement in the share price of IFG Group plc on the Company's NAV would result in an unaudited NAV per share as at 26 February 2010 of 101 pence per share. This represents a decrease of 1.0% versus the pro-forma NAV per share of 102 pence as stated in the unaudited pro-forma balance sheet as at 31 December 2009.

This information is provided by RNS The company news service from the London Stock Exchange

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