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(BCP.L) Boundary Capital PLC Buy/Sell

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Date/Time	Headline	Source
1
06-11-09	BRIEF-Boundary Capital agrees extension of bank loans	AFX UK Focus
LONDON, Nov 6 (Reuters) - Boundary Capital Plc: AGREED AN EXTENSION OF ITS BANKING FACILITIES WITH ITS BANKER ANGLO IRISH `bank` ((London Equities Newsroom; +44 20 7542 7717)) (For more news, please click here) COPYRIGHT Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters. More
06-11-09	Boundary Capital PLC - Statement re Financial Position	RNS
RNS Number : 1588C Boundary Capital PLC 06 November 2009 Boundary Capital plc Update on Financial Position Boundary Capital plc ("Boundary"), an Irish-based investment holding company, today announces that it has agreed an extension of its banking facilities with its banker Anglo Irish Bank ("Anglo") until 31 December 2009. As previously announced, Boundary's debt facilities with Anglo expired on 30 June 2009. As part of the board changes announced on 23 September, Paddy Murphy was appointed Non- Executive Chairman and Declan Cassidy was appointed Chief Executive on 30 September 2009. Mr Cassidy and the Board have been working closely with Anglo to put in place a new facility and this process is ongoing. The Anglo facility continues to be supported by a personal guarantee from the former Chairman of Boundary, Niall McFadden. For further information please contact: Boundary Capital plc `Declan Cassidy + 353 1 679 63 63` Davy Des Carville +353 1 614 89 29 This information is provided by RNS The company news service from the London Stock Exchange END STRUNSBRKSRARAA More
28-10-09	Veris PLC - Further re Proposed Disposal	RNS
RNS Number : 5014B Veris PLC 28 October 2009 VERIS plc DISPOSAL OF property Management and Facilities management divisions Result of extraordinary general meeting Veris plc ("Veris") announced on 1 October 2009 that it had agreed to sell its Property Management and Facilities Management Business to Aramark Ireland Limited and Aramark Investment Limited for a Consideration of approximately EUR50.8 million in cash. Disposal Resolution The Disposal constitutes a "substantial transaction" under Rule 12 of the AIM Rules and the IEX Rules and also a "disposal resulting in a fundamental change of business" under Rule 15 of the AIM Rules and IEX Rules. Accordingly, completion of the Disposal is conditional, inter alia, on approval by Shareholders at a general meeting of the Company. At the extraordinary general meeting which was held this morning, the Disposal resolution, which was an ordinary resolution, was approved by shareholders with votes cast as follows: `Votes Cast Percentage of Votes Cast` `In Favour 15,604,424 95.6%` `Against 315,250 1.9%` `Withheld 411,000 2.5%` Completion is now expected to take place on 30 October. A further announcement will be made in due course. Cancellation of Trading Resolution The Board has determined that it is in the best interests of shareholders as a whole to return the net proceeds of the Disposal (after repaying the Anglo Irish Bank facility and covering professional and closure costs) to Shareholders as efficiently and expediently as possible. The Company will effectively be a cash shell following Completion as it will have disposed of its operating business. The Board believes that it will be appropriate at that juncture to cancel the trading of the Ordinary Shares on IEX and AIM. Accordingly, shareholders were asked to consider and if thought fit pass a resolution to enable the Directors apply to IEX and AIM for the cancellation of trading of the Company's shares on the Irish Stock Exchange and the London Stock Exchange respectively following Completion. This resolution, which was a special resolution, was approved by shareholders with votes cast as follows: `Votes Cast Percentage of Votes Cast` `In Favour 15,254,424 93.4%` `Against 665,250 4.1%` `Withheld 411,000 2.5%` A further announcement will be made concerning cancellation of trading on IEX and AIM in due course. For further information please contact: Veris plc `Niall McFadden, Executive Chairman Tel: + 44 203 170 5770` Davy Corporate Finance `Des Carville Tel: + 353 1 679 6363` JJ Cahill Q4 Public Relations `Gerry O'Sullivan Mobile: + 353 87 259 7644` `Nuala Buttner Mobile: + 353 85 174 4275` Terms used but not defined in this announcement shall have the meanings given to them in the announcement dated 1 October 2009 issued by the Company. 28 October 2009 This information is provided by RNS The company news service from the London Stock Exchange END FURFGMZGGRZGLZM More
28-10-09	Veris PLC - Further re Proposed Disposal	RNS
RNS Number : 4773B Veris PLC 27 October 2009 Veris plc Update on Proposed Disposal of the PMFM Business Veris plc announces that it has received confirmation that the Irish Competition Authority has cleared the proposed acquisition of the PMFM Business by Aramark. A further announcement will be made following the extraordinary general meeting to be held later today to seek shareholder approval for the proposed disposal. 27 October 2009 This information is provided by RNS The company news service from the London Stock Exchange END DISZGMZGFNLGLZZ More
01-10-09	Veris PLC - Disposal	RNS
RNS Number : 0695A Veris PLC 01 October 2009 VERIS plc DISPOSAL OF property Management and Facilities management divisions 1 October 2009 Veris plc ("Veris", the "Group" or the "Company") announces that is has agreed to sell its Property Management and Facilities Management Business (the "PMFM Business") to Aramark Ireland Limited and Aramark Investment Limited (the "Purchasers" or "Aramark") for a Consideration of approximately EUR50.8 million in cash which is equivalent to 55c per share after repayment of debt and other costs and based on the assumptions detailed below. The Disposal constitutes a "substantial transaction" under Rule 12 of the AIM Rules and the IEX Rules and also a "disposal resulting in a fundamental change of business" under Rule 15 of the AIM Rules and IEX Rules. Accordingly, completion of the Disposal is conditional, inter alia, on approval by Shareholders at a general meeting of the Company to be convened in due course. Background to and Reasons for the Disposal On 2 March 2009, Veris announced that following the receipt of a number of unsolicited approaches from unconnected 3rd parties investigating the possibility of purchasing the PMFM Business and the Moving & Storage Division it had decided to conduct a strategic review of these businesses. Veris also stated at that time that the purpose of the strategic review was to ensure that Veris pursues a strategy which maximises shareholder value over the medium term. On 3 March 2009, Veris announced that it had agreed to dispose of its moving and storage division to Capstar Limited for a cash consideration of EUR74,304.The Moving & Storage Division incurred operating losses in excess of EUR1.2 million for the year ended 31 December 2008. It was clear that these losses would not abate over the foreseeable future without significant investment in a restructuring programme. In light of this the Board decided to dispose of the Moving & Storage Division thereby allowing the Company to focus on the PMFM Business. In a trading update issued on 5 March 2009 and in the results announcement for the year ended 31 December 2008 issued on 23 June 2009, the Company stated that the strategic review would include investigating the possibility of a disposal of the PMFM Business on price and terms acceptable to the Board. On 15 July 2009, the Company announced an update on the strategic review process and announced certain senior management changes stating that the strategic review incorporated a full review of the cost structure of the Group and considered the necessity for certain head office costs in an environment where the Group is focusing solely on its PMFM Business which has a stand alone management team. On 30 July 2009, Veris announced that it had noted recent press comment regarding a possible offer for the PMFM Business pursuant to the previously announced strategic review and confirmed that it had granted access to an unconnected 3rd party to carry out due diligence with a view to making a formal offer to purchase the PMFM Business. The Directors appointed Livingstone Partners as professional advisors to assist in a detailed exercise to proactively market the PMFM Business to a number of prospective trade and financial buyers and have responded positively to a number of unsolicited approaches. The purpose of this exercise was to ascertain the price and conditions attaching to a possible sale of the business. The Purchasers offered the most attractive terms in the opinion of the Directors. Following a period of exclusivity to carry out detailed due diligence and negotiate the Sale and Purchase Agreement, the Board determined that a sale of the PMFM Business is in the best interests of Shareholders as a whole for the following reasons: THE HEADLINE CASH PRICE REPRESENTS AN ATTRACTIVE VALUATION FOR THE PMFM BUSINESS NET OF REPAYMENT OF DEBT AND AFTER PROVIDING FOR COSTS AND EXPENSES ASSOCIATED WITH THE TRANSACTION, SHAREHOLDERS SHOULD EXPECT TO RECEIVE IN AGGREGATE 55 CENTS PER ORDINARY SHARE WHICH REPRESENTS: A PREMIUM OF 96.4 PERCENT. TO THE SHARE PRICE ON 1 MARCH 2009 (BEING THE LAST TRADING DAY IMMEDIATELY PRIOR TO THE ANNOUNCEMENT OF THE STRATEGIC REVIEW) A PREMIUM OF 89.7 PERCENT. TO THE SHARE PRICE ON 30 SEPTEMBER 2009 (BEING THE LAST TRADING DAY IMMEDIATELY PRIOR TO ANNOUNCEMENT OF THE PROPOSED TRANSACTION) A PREMIUM OF 114.6 PERCENT. TO THE SHARE PRICE OVER THE 6 MONTH PERIOD PRIOR TO THE ANNOUNCEMENT OF THE PROPOSED TRANSACTION A PREMIUM OF 59.2 PERCENT. TO THE SHARE PRICE OVER THE 12 MONTH PERIOD PRIOR TO THE ANNOUNCEMENT OF THE PROPOSED TRANSACTION THE PROPOSED DISPOSAL PROVIDES AN OPPORTUNITY FOR SHAREHOLDERS TO REALISE THEIR INVESTMENT FOR CASH AT A TIME WHEN INVESTOR INTEREST IN AND SUPPORT FOR SMALLER QUOTED COMPANIES HAS DECLINED AND AT A TIME OF CONTINUED VOLATILITY ACROSS GLOBAL EQUITY MARKETS IT WAS THE STATED INTENTION OF THE COMPANY AT THE TIME OF ADMISSION TO AIM AND IEX TO GROW BY ACQUISITION WHICH, GIVEN THE DEBT MARKETS AND THE LEVEL OF GEARING CURRENTLY IN THE GROUP, IS NOT A VIABLE OPTION AT THIS TIME. GROWTH WILL ONLY BE ACHIEVED ORGANICALLY WHICH IS HARDER FOR SMALLER PLAYERS IN THE CURRENT ECONOMIC CLIMATE. LARGER CUSTOMERS AND CUSTOMERS PROCURING MULTI-YEAR CONTRACTS ARE INCREASINGLY FOCUSING ON SUPPLIER BALANCE SHEET STRENGTH. TRADING IN THE COMPANY'S SHARES HAS BEEN RELATIVELY ILLIQUID OVER THE LAST 12 MONTHS. Taking all of the above factors into consideration, the Board believes that this transaction is sufficiently attractive to put before Shareholders at an extraordinary general meeting. Information on the PMFM Business and its financial performance The Group has two main operating businesses, Property Management and Facilities Management: Facilities Management ("FM") The FM business is the larger of the two divisions within Veris, contributing 88% of the revenues, and consists of the original Vector business and the FM activities of IEM (both based in Dublin, Ireland), and Orange (based in Hampshire, England). Veris works closely with its FM clients to meet their specific requirements. Property Management ("PM") The PM division accounts for 12% of Veris revenues. Over the last three years the core Irish Estates property management business has been enhanced by the acquisitions of Glenrye Property Services and Premier Management Company in 2006, giving Veris the capability to provide an integrated PM offering. With a presence across Ireland, the focus of the PM division is the protection and enhancement of the value of its customers' assets, working with a wide and comprehensive landlord and tenant base to deliver on client expectations. The division's basic services are broken down into four main categories: COMMERCIAL SERVICES RETAIL SERVICES RESIDENTIAL SERVICES ADVISORY & STRATEGIC SERVICES The following table shows the financial performance of the PMFM Division: `6 months ended 12 months ended 12 months ended` `30 June 2009 31 December 2008 31 December 2007` `(unaudited) (audited) (audited)` `EUR'm EUR'm EUR'm` `Revenue 30.5 74.4 51.0` `Divisional operating profit 3.6 11.6 8.5` In the financial year ended 31 December 2008, revenue in the FM business increased by 51% from EUR42m to EUR63.5m which reflected the full year impact of the Orange acquisition and a change in the accounting treatment of a significant contract. Divisional operating profit for the FM business increased by 26% from EUR5.9m to EUR7.5m. Revenue increased by 8% due to organic growth in 2008. Operating profit increased by 6% due to organic growth in 2008. In the financial year ended 31 December 2008, revenue in the PM business increased by 21.1% from EUR9.0m to EUR10.9m and divisional operating profit increased by 57.7% from EUR2.6m to EUR4.1m. Information on the Purchasers Aramark operates in 22 countries around the world, which together represent about 70 percent of the world's gross domestic product (GDP). Aramark's largest operations outside of the United States include Japan, the United Kingdom, Canada, Germany, Chile, Spain and Ireland. If Aramark included the sales of its Japanese joint venture of $1.2 billion, Aramark's total sales for its international business would be $3.5 billion, or 25% of total sales. Aramark's Irish operations, branded Aramark & Campbell Catering, is a leader in professional services, providing award winning food services and facilities management to the Healthcare, Education, Business & Industry and Government sectors throughout the island of Ireland. Headquartered in Dublin with Regional offices in Limerick, Cork and Belfast, the company has more than 4,100 employees serving a quarter million people daily in more than 400 locations throughout Ireland. Summary of the Sale and Purchase Agreement ("SPA") Pursuant to the SPA the Purchasers have agreed to purchase the PMFM Business for an aggregate amount equal to EUR50.8 million plus the parties' estimate of the net cash of the PMFM Business at Completion. The Consideration is to be adjusted post completion for any amounts by which the net cash at Completion is less or greater than the parties' estimated net cash, as determined by the agreed completion accounts. The Consideration will also be adjusted if the agreed working capital at completion is greater or less than the 6 month average working capital balance up to and including Completion. In the event that the Conditions are not satisfied by 31 December 2009, Completion is likely not to occur. The Conditions include the approval of the Irish Competition Authority, approval by the requisite majority of Shareholders of the Resolutions and no material adverse change in the PMFM Business. Pursuant to the SPA the Company has given certain warranties regarding the PMFM Business to the Purchasers. The Company's maximum liability under these warranties is EUR5 million, except for breaches of warranty relating to the Company's title to the shares in the Companies carrying on the PMFM Business which shall be limited to an amount equal to the Consideration. Claims for breach of the warranties must be made prior to the end of the Second Warranty Period except in respect of title warranties which must be made by 31 December 2009. The Company's liability under the warranties reduces to EUR3.5 million for claims made after the end of the Initial Warranty Period and prior to the end of the Second Warranty Period. An initial amount equal to EUR5 million will be retained on Completion in a retention account to satisfy warranty claims. The Company has granted security over the retention account in favour of the Purchasers in respect of claims made under the warranties. The Purchasers will pay interest to the Company (in addition to the interest accrued on the account) on amounts released from the retention account for the Company's benefit. The Company has agreed to pay to the Purchasers a break fee of EUR1.25 million which is only payable in the event that the disposal resolution is not passed by the requisite majority of Shareholders and the Company or substantially all of the PMFM Business is sold to a third party within 6 months of the earlier of the date of the extraordinary general meeting and the date that the SPA is terminated. The Company, Niall McFadden and Martin McMahon have agreed to various non compete and non solicitation covenants which in the case of the Company and Martin McMahon shall last for 2 years from Completion and in the case of Niall McFadden last for 6 months from Completion. The Company, Niall McFadden and Martin McMahon have agreed not to solicit an alternative purchaser of the PMFM Business and, subject to fiduciary and other legal obligations, not to commence negotiations with or supply information to any such purchaser, in each case until the SPA is terminated. Future Strategy of the Group following the Proposed Disposal Following Completion, the Group will not have any revenue generating operating businesses. The Board has determined that it is in the best interests of shareholders as a whole to return the net proceeds of the proposed Disposal (after repaying the Anglo Irish Bank facility and covering professional and closure costs) to Shareholders as efficiently and expediently as possible. Consideration and Use of Proceeds As outlined above, the PMFM Business is being sold for a cash consideration of EUR50.8 million of which EUR5 million will be retained by the Company to cover the maximum level of warranty claims. The following table calculates the expected net cash disbursements to Shareholders: `Description Total Per Share` `EUR'000 EUR` `Headline Consideration 50,800 1.89` `Less: Repayment of Anglo Irish Bank debt facilities (30,978) (1.15)` `Professional fees and expenses (2,087) (0.08)` `Closure costs and taxation (3,192) (0.12)` `Add: Cash inflow from exercise of options 200 0.01` `Expected net consideration due to shareholders 14,743 0.55` THE EXPECTED NET CONSIDERATION DUE TO SHAREHOLDERS IS BASED ON THE ASSUMPTIONS SET OUT BELOW. THE ACTUAL CONSIDERATION MAY BE LOWER OR HIGHER IF ANY OF THESE ASSUMPTIONS CHANGE. `1) Total number of shares in issue as at the date of the transaction is 25,819,712. Total number of "in the money" share options as at the date of the transaction is 1,000,000. The "per share" calculation above is based on the assumption that all the "in the money" share options are exercised prior to the record date and accordingly rank for payment. Therefore, it is assumed that the total number of shares in issue at the record date is 26,819,712` `2) The proposed disposal completes on the terms as described above` `3) There will be a EUR for EUR payment to Veris if the working capital position is more than the 6 month average up to and including the Completion date or a EUR for EUR payment by Veris if the working capital position is less than the 6 month average up to and including the Completion date.` `4) Discount for time value of money and offsetting interest on the warranty escrow account are not reflected` `5) Amounts due to Anglo Irish Bank include estimated interest to the anticipated repayment date` 6) Professional fees and expenses include corporate finance, legal, accounting and tax fees in relation to the transaction and an estimate for the subsequent period to liquidation `7) Closure costs and taxation relate to payments for the termination of leases, legal settlements and corporation tax` `8) No movement in the sterling / euro exchange rate from the date of this announcement to repayment of sterling loan facility with Anglo Irish Bank` Timing of payment to Shareholders The Company has given certain warranties regarding the PMFM Business to the Purchasers as described above. Accordingly, it is anticipated that distributions to shareholders will be made as follows: `Total Per Share` `EUR'000 EUR` `First distribution - January 2010 9,400 0.35` `Final distribution - June 2010 5,400 0.20` `Total 14,800 0.55` Proposed Cancellation of Trading of the Ordinary Shares on AIM and IEX The Company will effectively be a cash shell following Completion as it will have disposed of its operating business. The Board believes that it will be appropriate at that juncture to cancel the trading of the Ordinary Shares on AIM and IEX. Further information will be set out in the circular to shareholders which will be sent in due course. Proposed Board Changes Following Completion it is expected that Bernard Farrell will resign as a director. Martin McMahon's employment will transfer with the PMFM Business but he will remain as a Non-Executive Director along with Niall McFadden, Anthony Garry and Brian Beausang. Director's fees are estimated to be less than EUR50,000 between Completion and appointment of a liquidator to facilitate the distributions to shareholders in a tax efficient manner. Recommendation The Directors, having consulted with Davy, the Company's nominated adviser and IEX adviser, consider the terms of the Proposed Disposal to be fair and reasonable as far as the Shareholders are concerned. In providing such advice, Davy has taken into account the Directors' commercial consideration in respect of the proposed disposal. A circular to shareholders containing notice of an extraordinary general meeting and further details of the transaction is expected to be posted to shareholders shortly. For further information please contact Veris plc `Niall McFadden, Executive Chairman Tel: + 44 203 170 5770` Davy Corporate Finance `Des Carville, Director Tel: + 353 1 679 6363` JJ Cahill Q4 Public Relations `Gerry O'Sullivan Mobile: + 353 87 259 7644` `Nuala Buttner Mobile: + 353 85 174 4275` The following definitions and terms apply throughout the above announcement unless otherwise stated or the context requires otherwise: `"AIM" the market of that name operated by the London Stock Exchange` `Plc;` `AIM Rules the rules published by the London Stock Exchange plc governing,` `inter alia, admission to AIM and the continuing obligations of` `companies admitted to AIM and their nominated advisers, as` `amended from time to time;` `"Board" the board of Directors of the Company as constituted from time` `to time;` `"Completion" completion of the Sale and Purchase Agreement in accordance` `with its terms;` `Conditions the matters upon which Completion is expressed to be` `conditional, including approval from the Irish Competition` `Authority and the passing of the Resolutions;` "Consideration" the full amount of the consideration received by the Company `under the Sale and Purchase Agreement;` `"Directors" Anthony Garry, Bernard Farrell, Brian` `Beausang, Martin McMahon and Niall McFadden,` `being the board of directors of the Company as` `at the date hereof;` `"Disposal" the disposal of the PMFM Business in` `accordance with the terms of the Sale and` `Purchase Agreement;` `IEX the market of that name operated by the Irish` `Stock Exchange Limited;` `"IEX Rules" the rules published by the Irish Stock` `Exchange Limited governing, inter alia,` `admission to IEX and the continuing` `obligations of companies admitted to IEX and` `their IEX advisers, as amended from time to` `time;` `Initial Warranty Period the period of 90 days from Completion;` "Moving and Storage Division" the former moving and storage division of the `Company which is comprised of Bond Business` `Support Limited and all of its subsidiaries` `(Nat Ross Limited, Oman Transport Limited,` `A.G. Doree (Ireland) Limited and McConnell` `Removals Limited) and Hire A Crate Limited;` `Purchasers or Aramark Aramark Ireland Limited and Aramark` `Investments Limited;` `PMFM Business the Property Management and Facilities` `Management divisions of the Company which is` `comprised of Irish Estates Management Ltd,` `Vector Workplace & Facility Management Ltd,` `Orange Group, Glenrye Property Services,` `Premier Management Company (Dublin) Ltd and` `VEector Services Limited; Spokesoft` `Technologies Limited and Irish Estates` `Facilities Management Limited ;` `"Resolutions" the resolutions of the shareholders of the` `Company which will be set out in the circular` `to shareholders;` `Second Warranty Period the period commencing 91 days from Completion` `and ending 180 days from Completion; and` "Sale and Purchase Agreement" the conditional sale and purchase agreement `between the Company, the Purchasers and` `others.` 1 October 2009 This information is provided by RNS The company news service from the London Stock Exchange END DISMGMGGZMRGLZM More
01-10-09	Boundary Capital PLC - Interim Results	RNS
This news article is displayed preformatted as it may contain results tables RNS Number : 0170A Boundary Capital PLC 01 October 2009 Boundary Capital plc unaudited financial results for the six months ended 30 June 2009 30 September 2009 Boundary Capital plc (Boundary Capital, the Group or the Company), an Irish based investment holding company, today announces its unaudited results for the six months ended 30 June 2009. Company Highlights Financial Highlights * Discussions between Boundary Capital and Anglo Irish Bank plc (Anglo Irish Bank) to rearrange and extend its debt facility with Anglo Irish Bank beyond 30 June 2009 are ongoing. The outcome of these discussions remains uncertain. A further announcement will be made in due course. * Unaudited Net Asset Value (NAV) per share of minus EUR0.13 versus minus EUR0.12 per share at 31 December 2008. 31 December 2008 NAV (EUR0.12) per share Movement in the period Unquoted investments EUR0.00 Quoted investments (EUR0.01) Sterling FX EUR0.03 Administration costs (EUR0.02) Taxation (EUR0.01) 30 June 2009 NAV (EUR0.13) per share Net Asset Value The NAV per share at 30 June 2009 was minus EUR0.13 versus minus EUR0.12 per share at 31 December 2008. * The mark to market (MTM) of the quoted investments at 30 June 2009 decreased the NAV by EUR0.01 per share (Siteserv plc and Veris plc). * At 30 June 2009 Sterling / Euro translation of the unquoted investments (ODC and Club Company) created an unrealised gain which increased NAV by EUR0.03 per share. * Unquoted investments have not been revalued at 30 June 2009 on the basis that the level of provisions made for the diminution in value of the investments as at 31 December 2008 were finalised in June 2009 and continue to remain appropriate. * The Holland property investment was reviewed with no adjustment to value at 30 June 2009. The Dutch property market continues to perform reasonably well, the property has a state owned company covenant and the investment is trading in line with expectations. * Administration costs of EUR0.02 (including debt interest) per share were incurred in the six months ended 30 June 2009. * Deferred tax assets have been written down to nil on a conservative basis which decreased NAV by EUR0.01 per share. Management and Board Changes The following management and board changes were announced on 23 September 2009: * Mr Declan Cassidy, Company Secretary, was appointed a Director with immediate effect. * Mr Paddy Murphy, a non-executive director, was appointed Chairman, effective 30 September 2009. * Mr Declan Cassidy will assume the role of Chief Executive on 30 September 2009. * Mr Niall McFadden, Chairman, will stand down from the Board and relinquish his holding company management duties on 30 September 2009. Chairmans Review I report to shareholders that the six months since the year end have remained very challenging for Boundary Capital. The majority of our investments are trading well in their respective sectors but, like most businesses, they continue to be affected by the recession and global economic factors. Company Results The unaudited financial results for the six months ended 30 June 2009 and for the six months ended 30 June 2008 are summarised in the table below. Six month period Increase Six month period Increase Ended30 June /(Decrease)per Ended30 June /(Decrease)per 09EUR000s ShareEUR cent 08EUR000s ShareEUR cent Net Unrealised gain/(loss) on 966 0.02 (2,209) (0.04) Investments Net Realised gain on - - 271 0.01 Investments Loss Before Tax (488) (0.01) (4,106) (0.08) Investments Fair Value 32,628 0.61 80,135 1.50 Cash Balance at Bank 116 - 1,952 0.04 (Debt) (38,377) (0.72) (36,737) (0.69) Net (Liability)/Asset Value (6,850) (0.13) 44,422 0.83 During the six months ended 30 June 2009 a loss of EUR0.8 million was incurred compared to a loss of EUR4.1 million for the six months ended 30 June 2008. The revaluation of investments denominated in sterling (Club Company and ODC) resulted in an unrealised gain of EUR1.7 million due to Sterling / Euro movements in the period. The MTM revaluation of our quoted investments (Veris plc, Siteserv plc) as at 30 June 2009 resulted in an unrealised loss of EUR0.7 million. We have not revalued our investments in Arnotts, CJ Fallon and ODC at 30 June 2009 as the level of provisions made at 31 December 2008 are considered to remain appropriate. Administration, interest costs and interest receivable, management fees and share based payments charge amounted to EUR1.5 million in the period. The payment of the last 9 months of the management fee has been deferred. A taxation expense resulting from the write down of the deferred tax asset to nil amounted to EUR0.3million. The net asset value of Boundary Capital was a deficit of EUR6.8 million as at 30 June 2009. The assets are represented by quoted investments of EUR1.5 million, unquoted equity investments of EUR28.6 million and a property investment of EUR2.5 million. The Company had a net debt position of EUR38.4 million at 30 June 2009. The summary consolidated financial results for the six months ended 30 June 2009 are attached to the announcement. This comprises of Boundary Capital financial results, Panther Group Acquisitions Limited and Synchrony Properties Limited financial results for the six months ended 30 June 2009. The basis of preparation of the financial results is outlined in note 1 of the announcement. The auditors included an emphasis of matter relating to going concern in their audit report for the year ended 31 December 2008 as a result of the bank facility renegotiations not being concluded as at the date of the annual report. The auditors opinion is not qualified in this regard. The full text of the audit report is available on our website (www.boundarycapital.ie). Investors should note that these negotiations are still not concluded as at the date of this announcement. The outcome of these discussions remains uncertain. A further announcement will be made in due course. Investments The Group has eight investments (including Synchrony) in the portfolio as at 30 June 2009. The value of the portfolio has decreased in the six months ended 30 June 2009 due to administrative costs which are primarily financing costs. We are of the opinion that 2009 will continue to be a challenging year. EUR Millions EUR Cents Per Share OMV at 1 Jan 09 MTM FXReval. Other OMVat 30Jun 09 Mvt. In 6 Mth. OMV at 1 Jan 09 MTM FXReval. Other OMVat 30Jun 09 Mvt. In 6 Mth. % Mvt. Period Period Quoted 2.2 (0.7) 1.5 (0.7) 4 (1) 3 (1) (32%) Unquoted 29.5 1.7 31.2 1.7 55 3 58 3 6% Invest-ments 31.7 (0.7) 1.7 32.7 1.0 59 (1) 3 61 2 3% Debt (37.7) (0.7) (38.4) (0.7) (71) (1) (72) (1) NWC* 0.0 (1.1) (1.1) (1.1) - (2) (2) (2) NAV (6.0) (0.7) 1.7 (1.8) (6.8) (0.8) (12) (1) 3 (3) (13) (1) Net Working Capital (Incl. Cash) Management and Board Changes As announced on 23 September 2009 I have decided to step down as Chairman and director and will relinquish my holding company management duties effective today. I believe that this is in the best interests of shareholders as a whole. Mr Paddy Murphy, a non-executive director, will assume the role of Chairman and Mr Declan Cassidy, director, will assume the role of Chief Executive today. The following management and board changes were announced on 23 September 2009: Outlook We expect the remainder of 2009 to be a period of further consolidation with opportunities to make further investments being limited due to lack of funding. We hope to finalise discussions on the debt facility with our bankers but there remains risk and uncertainty in this regard, (see Note 1 Accounting policies and basis of preparation* below for further information). The Company continues to consider a number of alternatives to reduce its debt position including a share placement or a disposal of an investment or investments in the portfolio. Niall McFadden Chairman 30 September 2009 For further information please contact: Boundary Capital plc Declan Cassidy Tel: + 353 1 240 0500 Q4PR Gerry OSullivan Q4PR Tel: + 353 1 475 1444 Davy Corporate Finance Des Carville, Director Tel: + 353 1 679 6363 COMPANY INCOME STATEMENT UnauditedPeriod01 Jan 2009 to30 June UnauditedPeriod from01 Jan 2008 to30 June AuditedYear ended 31 2009EUR000s 2008EUR000s Dec 2008EUR000s Unrealised gains/(losses) on 966 (2,666) (50,682) revaluation of investments Realised gains on sale of - 271 271 investments Investment Income - 457 - 966 (1,938) (50,411) Investment managers fee (293) (728) (1,432) Other expenses (219) (187) (242) Net portfolio return 454 (2,853) (52,085) Interest income 8 19 60 Interest expense (950) (1,272) (2,692) Loss before taxation for the (488) (4,106) (54,717) period Income tax (318) - 280 Loss after taxation (806) (4,106) (54,437) attributable to ordinary shareholders Total recognised income and (806) (4,106) (54,437) expense for the period COMPANY BALANCE SHEET UnauditedAs at 30 UnauditedAs at 30 AuditedAs at 31 June2009EUR000s June2008EUR000s Dec2008EUR000s ASSETS Non-current Assets Investments designated as 30,168 77,675 29,202 FVTPL Investment property 2,460 2,460 2,460 Deferred tax assets - 39 318 Total non-current assets 32,628 80,174 31,980 Current assets Trade and other receivables 15 23 33 Current tax receivable 46 - 46 Cash and cash equivalents 70 1,952 587 Total current assets 131 1,975 666 TOTAL ASSETS 32,759 82,149 32,646 EQUITY Equity share capital 13,347 13,347 13,347 Share premium account 37,657 37,657 37,657 Share based payment reserve 55 190 90 Retained earnings (57,909) (6,772) (57,103) TOTAL EQUITY (6,850) 44,422 (6,009) LIABILITIES Current liabilities Trade and other payables 1,232 990 931 Interest bearing loans and 38,377 36,737 37,724 borrowings Total current liabilities 39,609 37,727 38,655 TOTAL LIABILITIES 39,609 37,727 38,655 TOTAL EQUITY AND LIABILITIES 32,759 82,149 32,646 NET (LIABILITY)/ASSET VALUE (13) cents 83 cents (12) cents PER ORDINARY SHARE * Fair Value Through Profit or Loss COMPANY CASH FLOW STATEMENT UnauditedPeriod UnauditedPeriod AuditedYear ended31 from01 Jan 09 to30 from01 Jan 08 to30 Dec 08EUR000s Jun 09EUR000s Jun 08EUR000s Cash flows from operating activities Loss before taxation (488) (4,106) (54,717) Realised gains on sale of - (271) (271) investments Unrealised (gains)/losses on (966) 2,666 50,682 revaluation of investments Share based payment (35) 42 (58) (income)/expense Investment income - (457) - Interest received (8) (19) (60) Interest expense 950 1,272 2,692 Working capital movement 319 184 497 Cash generated from operations (228) (689) (1,235) Income taxes paid - - (47) Net cash from operating (228) (689) (1,282) activities Investing activities Interest received 8 20 71 Interest paid (950) - (3,083) Net cash (used)/earned in (942) 20 (3,012) investment activities Acquisitions Sale of investments - 812 813 Net cashflow from - 812 813 acquisitions Financing activities Bank loan advances 653 - 2,259 Net cash from financing 653 - 2,259 activities Net (decrease)/increase in (517) 143 (1,222) cash and cash equivalents Cash and cash equivalents at 587 1,809 1,809 beginning of the period Cash and cash equivalents at 70 1,952 587 end of the period CONSOLIDATED INCOME STATEMENT UnauditedPeriod UnauditedPeriod AuditedYear ended31 from01 Jan 09 to30 from01 Jan 08 to30 Dec 08EUR000s Jun 09EUR000s Jun 08EUR000s Revenue 13,002 14,097 31,389 Cost of sales (3,709) (3,079) (7,376) Gross Profit 9,293 11,018 24,013 Operating expenses (9,233) (10,269) (25,050) Operating profit/(loss) 60 749 (1,037) Net unrealised losses on the (129) (1,523) (44,592) revaluation of investments Net realised gain on - 271 271 investments Investment Income - 457 - Portfolio return before (69) (46) (45,358) interest Interest income 10 70 181 Interest expense (2,248) (2,855) (5,916) Loss before taxation (2,307) (2,831) (51,093) Income tax (343) (239) 325 Loss after taxation (2,650) (3,070) (50,768) attributable to ordinary shareholders Attributable to:Equity (2,356) (3,034) (49,913) holders of the company Minority interest (294) (36) (855) Loss after taxation (2,650) (3,070) (50,768) Earnings per share * basic (4) (6) (93) (cents) Diluted earnings per share (4) (6) (93) (cents) Consolidated statement of recognised incomeand expense Loss for the financial period (2,650) (3,070) (50,768) Currency translation reserve (2,162) (149) (2,538) movement Total recognised income and (4,812) (3,219) (53,306) expense for the period Attributable to: Equity holders of the company (4,518) (3,183) (52,451) Minority interest (294) (36) (855) Total recognised income and (4,812) (3,219) (53,306) expense for the period CONSOLIDATED BALANCE SHEET UnauditedAs at 30 June2009EUR000s UnauditedAs at 30 June2008EUR000s AuditedAs at 31 Dec2008EUR000s ASSETS Non-current assets Intangible assets 54,285 59,804 51,755 Property, plant and equipment 1,467 1,092 1,706 Investments designated as FVTPLQuoted Equity 1,48518,2992,460- 7,46251,0662,4604,911 2,14017,7722,460- InvestmentsUnquoted Equity InvestmentsInvestment PropertyLoans and receivables Deferred tax assets 518 1,918 838 Total non-current assets 78,514 128,713 76,671 Current Assets Inventories 1,843 1,768 953 Trade and other receivables 8,765 7,147 3,993 Current tax receivable 440 22 870 Cash and cash equivalents 1,173 4,269 3,367 Total current assets 12,221 13,206 9,183 TOTAL ASSETS 90,735 141,919 85,854 EQUITY Equity share capital 13,347 13,347 13,347 Share premium account 37,657 37,657 37,657 Share based payment reserve 55 190 90 Foreign currency translation reserve (2,311) (1,081) (3,470) Retained earnings (57,860) (8,948) (55,941) Equity attributable to equity holders of the parent (9,112) 41,165 (8,317) Minority interest 1,189 4,305 1,012 TOTAL EQUITY (7,923) 45,470 (7,305) LIABILITIES Non-current liabilities Interest-bearing loans and borrowings 38,657 41,211 37,534 Trade and other payables - - 51 Deferred tax liabilities 7,454 8,446 6,996 Deferred consideration 792 - 709 Other provisions and charges 946 283 956 Total non-current liabilities 47,849 49,940 46,246 Current Liabilities Interest bearing loans and borrowings 40,563 39,301 40,320 Trade and other payables 9,584 6,926 6,068 Current tax liabilities 73 282 - Deferred consideration 589 - 525 Total current liabilities 50,809 46,509 46,913 TOTAL LIABILITIES 98,658 96,449 93,159 TOTAL EQUITY AND LIABILITIES 90,735 141,919 85,854 Fair Value Through Profit or loss CONSOLIDATED CASH FLOW STATEMENT UnauditedPeriod UnauditedPeriod AuditedYear ended31 from01 Jan 09 to30 from01 Jan 08 to30 Dec 08EUR000s Jun 09EUR000s Jun 08EUR000s Cash flows from operating activities Loss before tax (2,307) (2,831) (51,093) Realised gains on investments - (271) (271) Unrealised losses on 129 1,523 44,592 revaluation of investments Depreciation of property, 264 208 447 plant & equipment Amortisation of intangible 1,253 1,218 2,615 assets Share based payment (35) 42 (58) (credit)/expense Investment Income - (457) - Interest received (10) (70) (181) Interest expense 2,248 2,855 5,916 Net movement on provisions (10) (23) 720 Working capital movement (2,403) (3,666) 1,310 Cash generated from operations (871) (1,472) 3,997 Income taxes received/(paid) 503 (181) (972) Net cash from operating (368) (1,653) 3,025 activities Investing activities Interest received 10 70 174 Interest paid (1,934) (1,739) (6,474) Purchase of property, plant (25) (266) (497) and equipment Net cash used in investing (1,949) (1,935) (6,797) activities Acquisitions Acquisition of undertakings - - (1,485) and subsidiaries Sale of investments - 812 813 Net cash used in acquisition - 812 (672) activities Financing activities Bank loan advances 653 - 3,693 Bank loan repayments (529) (1,034) (3,961) Net cash from/(used in) 124 (1,034) (268) financing activities Net (decrease) in cash and (2,193) (3,810) (4,712) cash equivalents Cash & cash equivalents at 3,366 8,079 8,079 beginning of period Cash & cash equivalents at end 1,173 4,269 3,367 of period Notes 1. Accounting Policies and Basis of Preparation The financial information included in this document has been prepared on a consistent basis and using the same accounting policies as those used in the preparation of the audited financial statements contained in the 2008 annual report. The financial information has been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU. The Groups consolidated financial statements have been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future. However, as a result of the current difficult credit markets, to date the Group has been unable to extend the debt facility loaned by Anglo Irish Bank plc to Boundary Capital plc which matured on 30 June 2009. The Group currently does not have sufficient financial headroom available under its existing facilities in order to meet this maturity and service its debt obligations. The Directors have given careful and detailed consideration to this issue and while they are hopeful of a positive outcome to the current negotiation, the timing and materiality of the issue is such as to indicate the existence of a material uncertainty which may cast significant doubt on the Groups and Companys ability to continue as a going concern. If this is the case, the Group and Company may be unable to continue to realise assets and discharge liabilities in the normal course of business. Consequently, having made due enquiries and considering the material uncertainty described above and the timing of its resolution which is outside the control of the Board, the Directors have decided to continue to adopt the going concern basis in preparing the financial statements and these financial statements do not include any adjustments that would result from the absence of the support of Anglo Irish Bank plc in extending or renewing the debt facilities of the Group. 2. Earnings per Share 01 Jan 09 to30 Jun 01 Jan 08 to30 Jun 09UnauditedEUR000s 08UnauditedEUR000s Loss attributable to ordinary (2,356) (3,034) shareholders Weighted and diluted average 53,387,204 53,387,204 number of ordinary shares Basic and diluted loss per (4) (6) ordinary share (cents) Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period, excluding ordinary share options. For diluted earnings per share, the weighted average number of ordinary shares outstanding is adjusted to assume conversion of all potential dilutive options over ordinary shares once the adjustment does not reduce a loss per share. 3. Statement of changes in Equity (a) Company Equity share Share Retained Share Based Payment Total capitalEUR000s PremiumEUR000s EarningsEUR000s ReservesEUR000s EquityEUR000s At 1 January 2009 13,347 37,657 (57,103) 90 (6,009) Loss for the period - - (806) - (806) Total income and expense in the period 13,347 37,657 (57,909) 90 (6,815) Share based payments - - - (35) (35) At 30 June 2009 13,347 37,657 (57,909) 55 (6,850) Company Equity share Share Retained Share Based Payment Total capitalEUR000s PremiumEUR000s EarningsEUR000s ReservesEUR000s EquityEUR000s At 01 January 2008 13,347 37,657 (2,666) 148 48,486 Loss for the period - - (4,106) - (4,106) Total income and expense in the period 13,347 37,657 (6,772) 148 44,380 Share based payments - - - 42 42 At 30 June 2008 13,347 37,657 (6,772) 190 44,442 (b) Group Equity Share Capital EUR000 Share PremiumEUR000 Foreign Currency Translation Reserve Retained Earnings EUR000 Share Based Payment Reserve EUR000 Equity interest of parent EUR000 Minority interests EUR000 Total EUR000 EUR000 At 1 January 2009 13,347 37,657 (3,470) (55,941) 90 (8,317) 1,012 (7,305) Loss for the period - - - (2,356) - (2,356) (294) (2,650) ______ ______ ______ ______ ______ ______ ______ ______ Total income and expense for the period 13,347 37,657 (3,470) (58,297) 90 (10,673) 718 (9,955) Share based payment - - - - (35) (35) - (35) Foreign currency translation - - 1,159 437 - 1,596 471 2,067 ______ ______ ______ ______ ______ ______ ______ ______ At 30 June 2009 13,347 37,657 (2,311) (57,860) 55 (9,112) 1,189 (7,923) 3. Statement of changes in Equity (continued) Group Equity Share Capital EUR000 Share PremiumEUR000 Foreign Currency Translation Reserve Retained Earnings EUR000 Share Based Payment Reserve EUR000 Equity interest of parent EUR000 Minority interests EUR000 Total EUR000 EUR*000 At 01 January 2008 13,347 37,657 (932) (5,913) 148 44,307 4,806 49,113 Loss for the period - - - (3,034) - (3,034) (36) (3,070) ______ ______ ______ ______ ______ ______ ______ ______ Total income and expense for 13,347 37,657 (932) (8,947) 148 41,273 4,770 46,043 the period Share based payments - - - - 42 42 - 42 Foreign currency translation - - (150) - - (150) (465) (615) ______ ______ ______ ______ ______ ______ ______ ______ At 30 June 2008 13,347 37,657 (1,082) (8,947) 190 41,165 4,305 45,470 30 September 2009 This information is provided by RNS The company news service from the London Stock Exchange END IR XBLLXKKBXBBZ More
23-09-09	Boundary Capital PLC - Directorate Change	RNS
RNS Number : 5173Z Boundary Capital PLC 23 September 2009 Boundary Capital plc Director Change and Management Restructuring 23 September 2009 Boundary Capital plc ("Boundary Capital"), an Irish-based investment holding company, today announces that Mr Declan Cassidy, Company Secretary, has been appointed a Director with immediate effect. Mr Paddy Murphy, currently a Director, has been appointed Chairman, effective 30th September. Furthermore, on 30th September, Declan Cassidy will also assume the role of Chief Executive. Mr Niall McFadden will stand down from the Board and relinquish his holding company management duties on 30th September to focus on other day to day matters that concern him, including a number of companies in which Boundary Capital plc has an investment. Mr McFadden remains a 45% shareholder and a guarantor of the company's debt obligations to Anglo Irish Bank. Discussions with Anglo Irish Bank concerning Boundary Capital's debt facilities which expired on 30 June 2009 are continuing. A further announcement will be made in due course. For further information please contact: Boundary Capital plc `Declan Cassidy + 353 1 240 0500` Davy Des Carville/Brian Corr +353 1 679 6363 This information is provided by RNS The company news service from the London Stock Exchange END BOAPUUCUBUPBURW More

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