For personal use only

Transcription

1 ABN PRELIMINARY FINAL REPORT For the Year Ending 30 June 2015 (Incorporating information pursuant to ASX listing rule 4.3A)

2 Directors Commentary Move into the Agri-business Sector Style Limited ( Style or the Company ) has announced its intention to enter into the agribusiness sector over the past few months. Nor-West Seafood s On 9 June 2015 the Company advised that its wholly owned subsidiary Mareterram Pty Ltd (Mareterram) had signed a binding asset purchase agreement ( APA ) with Nor-West Seafood s Pty Ltd and Tennereef Pty Ltd (together Nor-West ). Style advised that Mareterram would acquire certain assets of Nor-West for a total consideration of $20m, comprising $18m in cash and 10m shares in Style at an issue price of $0.20 per share (post-consolidation). The APA also contains a number of standard terms and conditions, including representations and warranties from each party, considered standard for an agreement of this nature. Craig Mostyn Group Food Services Division Subsequent to the end of the year, the Company s wholly owned subsidiary Mareterram Trading Pty Ltd ( Mareterram Trading ) has entered into a binding business purchase agreement ( BPA ) with Craig Mostyn & Co Pty Ltd ( CMG ) to purchase the business and assets of the food services division of CMG (the FSD Business ) (the CMG Acquisition ). Pursuant to the BPA, Mareterram Trading will acquire the FSD Business for an initial consideration of $3m in cash and $4m worth of shares in Style (being 20m shares at an issue price of $0.20 per share (post-consolidation)) ( Initial Consideration ), and an earn out amount. The Initial Consideration is subject to a working capital adjustment and an adjustment for inventory and receivables. The earn-out mechanism provides for a potential additional payment to CMG of between $500,000 and $750,000 based on the EBITDA of the FSD Business for the 12 months following completion, subject to the EBITDA being not less than $1m. Ongoing Funding Style proposes to undertake a consolidation of its share capital on a 40:1 basis ( Consolidation ). The proposed share capital consolidation, the APA for Nor-West and the BPA for the FSD Business Acquisition will be subject to shareholder approval and both the APA and the BPA are subject to the satisfaction or waiver of conditions precedent, including recompliance with Chapters 1 and 2 of the ASX Listing Rules ( Re-compliance ) and completion of a proposed capital raising for a minimum of $16 million ( Capital Raising ). The Company has advised that in addition to the Capital Raising it will fund the acquisitions and working capital requirements via bank debt. In this regard the Company has held preliminary discussions with the major lenders to agri-businesses in Australia which have been positive. Euroz Securities Limited has been engaged by the Company as a corporate advisor in relation to the Acquisition and to manage the Capital Raising. The Company will keep shareholders informed of developments. Page 2 of 10

3 Overview of the Businesses Nor-West owns and operates 10 of 18 licenses within the Shark Bay Prawn Fishery ( SBPF ), making it the largest single operator in the fishery. The fleet of 10 vessels and supporting infrastructure targets two major species, king and tiger prawns, with several material by-catches including coral and endeavour prawns, scallops, blue swimmer crabs, squid and cuttlefish. NWS currently supplies product direct to international markets in Europe and Asia, as well as domestic wholesalers and retailers. The FSD Business Acquisition complements and builds on the agri-business platform established by the Nor-West Acquisition and will provide Style with greater control and margin retention via vertical integration of the supply chain and sales function, together with other identified synergies. The FSD Business has been part of the Craig Mostyn Group for 50 years. It distributes frozen seafood and potato products and a range of convenience foods to food service and retail customers in Australia. The FSD Business has: national coverage across Australia with a presence in WA, NSW, Queensland, Victoria and SA; FY15 turnover of approximately $30m into the food service channel; key product categories of imported prawns, fish fillets and potato products; and key agency and/or supplier relationships with established brands including Sea Harvest, Top Hat, Royal Greenland and Mydibel. Going Concern This report has been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The result of the Group for the financial year amounted to $332,882 loss (2014: $464,180 profit). The net assets as at 30 June 2015 were $958,489 (2014: $1,291,371). The directors are confident the Group will be able to meet the operational costs and its financial obligations in a timely manner over the next 12 months. The financial report has been prepared on a going concern basis which assumes the realisation of assets and extinguishment of liabilities in the normal course of business. The Directors consider that the Company remains a going concern and this report has been prepared on this basis. Page 3 of 10

4 1. Details of the reporting period Name of entity: ABN: Current Reporting Period 30 June 2015 Previous Reporting period 30 June Results for announcement to the market Financial Results 2015 Result $ Result $ 000 Increase / (Decrease) % Revenues from continuing activities Increase / (Decrease) $ 000 Profit (loss) from continuing activities after tax attributable to members (333) 464 (171) (797) Net profit (loss) for the period attributable to members (333) 464 (171) (797) Dividends Amount per security Franked amount per security Final dividend proposed Nil n/a Interim dividend Nil n/a Record date for determining entitlement to the dividend (if any) n/a n/a Comments in respect of results announced to the market Please refer to the attached Directors commentary. Net Tangible assets per security NTA Backing Net tangible asset backing per ordinary share on issue (cents) 0.18c 0.24c Page 4 of 10

5 3. STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME Note Economic Entity $ 000 $ 000 Revenues Depreciation and amortisation expense (1) (1) Patents costs - (13) Consultants and contractors (59) (20) Directors fees (100) - Occupancy costs - (12) Joint marketing study (30) - Legal costs and claims (133) (13) Other expenses (116) (162) Gain on de-consolidation of subsidiary companies Profit / (loss) before income tax expense (333) 464 Income tax expense - - Loss from continuing operations (333) 464 Other comprehensive income: Items that may be reclassified subsequently to profit or loss: Reversal of foreign currency translation reserve - (427) Income tax on other comprehensive income - - Total comprehensive profit/(loss) for the year (333) 37 Basic earnings per share (cents per share) (0.06) Diluted earnings per share (cents per share) (0.06) The accompanying notes form part of these financial statements. Page 5 of 10

6 4. STATEMENT OF FINANCIAL POSITION CURRENT ASSETS Note Economic Entity $ 000 $ 000 Cash and cash equivalents 4.1 1,134 1,289 Trade and other receivables Prepayments 8 9 TOTAL CURRENT ASSETS 1,172 1,309 NON-CURRENT ASSETS Property, plant and equipment 6 2 TOTAL NON-CURRENT ASSETS 6 2 TOTAL ASSETS 1,178 1,311 CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS / (DEFICIENCY) 958 1,291 EQUITY Issued capital ,528 41,528 Reserves 1 97 Accumulated losses (40,571) (40,334) TOTAL EQUITY (DEFICIENCY) 958 1,291 The accompanying notes form part of these financial statements. Page 6 of 10

7 5. STATEMENT OF CASH FLOWS CASH FLOWS FROM OPERATING ACTIVITIES Note Economic Entity $ 000 $ 000 Receipts from customers 80 - Payments to suppliers and employees (256) (269) Interest received Net cash used in operating activities (150) (237) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant equipment (5) (3) Bank guarantee - (11) Net cash provided by (used in) investing activities (5) (14) CASH FLOWS FROM FINANCING ACTIVITIES Net cash provided by (used in) financing activities - - Net increase/(decrease) in cash held (155) (251) Cash at start of period 1,289 1,540 Cash at end of period 4.1 1,134 1,289 The accompanying notes form part of these financial statements. Page 7 of 10

8 6. STATEMENT OF CHANGES IN EQUITY Issued Foreign Currency Accumulated Translation Option Capital Losses Reserve Reserve Total Economic Entity $ 000 $ 000 $ 000 $ 000 $ 000 Balance at ,528 (40,334) ,291 Loss attributable to members of parent entity - (333) - - (333) Options expired Balance at ,528 (40,571) - 1 (958) Balance at ,528 (41,033) ,254 Loss attributable to members of parent entity Reversal of foreign currency translation reserve - - (427) - (427) Options expired (235) - Balance at ,528 (40,334) ,291 The accompanying notes form part of these financial statements. Page 8 of 10

9 7. Dividends paid or provided for No dividends declared for the year ended 30 June Refer to results summary. 8. Dividends reinvestment plan No dividends or distribution reinvestment plan were in operation during the period ended 30 June Net Tangible assets per share Details of net tangible asset backing are set out in the results summary 10. Control gained or lost over entities having material effect There were no entities over which control has been gained or lost during the period which had a material effect. 11. Details of associates and joint ventures Not applicable. 12. Other significant information The matters disclosed in the Director s Commentary under the heading Move into the Agri Business Sector and which have previously been disclosed to the market are matters of some significance. Other than this, at the date of this Appendix 4E there was no other matter of a significant nature. 13. Accounting standards for foreign entities Not applicable to Style Limited. 14. Commentary on the results for the financial year Refer to Directors Commentary and Results for Announcement to the market. 15. Compliance Statement This report has been prepared in accordance with AASB Standards, other AASB authoritative pronouncements and Interpretations or the standards acceptable to the ASX. This report, and the accounts upon which the report is based, use the same accounting policies. This report does give a true and fair view of the matters disclosed. This report is based on accounts for the year ended 30 June 2015, which are in the process of being audited. Whilst the audit has not been completed at this time, it is anticipated that the independent audit report will not contain a modified opinion. Signed: Date: 28 August 2015 (Company Secretary) Print name: Mark Pitts Page 9 of 10

10 NOTES TO THE PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2015 BASIS OF PREPARATION This preliminary final report has been prepared in accordance with ASX Listing Rule 4.3A and the disclosure requirements of ASX Appendix 4E. The report covers the economic entity of Style Limited and controlled entities. The accounting policies adopted in the preparation of the preliminary final report have been applied consistently to all periods presented in this report and are consistent with those disclosed in the 2014 financial report. Where required by Accounting Standards comparative figures have been adjusted to conform with changes in presentation for the current financial year. NOTE 3 REVENUE Economic Entity $ 000 $ 000 Operating activities Interest License fee intellectual property NOTE 4.1 CASH Cash at bank 1,134 1,289 Cash at the end of the financial year as shown was held in operating bank accounts or on cash at call accounts. Economic Entity NOTE 4.2 ISSUED EQUITY No. $ 000 Ordinary shares At the beginning of the reporting period 543,915,659 41,528 Shares issued during the year - - Capital raising costs - - At reporting date 543,915,659 41,528 Page 10 of 10