Regulatory Announcement
REG - Marwyn Materials Ltd - Final Results
Released: 31/03/2010
Released: 31/03/2010
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RNS Number : 5085J
Marwyn Materials Limited
31 March 2010
31 March 2010
Marwyn Materials Limited (the 'Company')
Publication of Annual Report, Notice of Annual General Meeting and Results
The Directors of Marwyn Materials Limited are pleased to announce that the Annual Report and Accounts for the period ended
31 December 2009 and the Notice of the Annual General Meeting have today been posted to all shareholders.
Copies of the Annual Report and Accounts will be available, free of charge, for a period of one month at the Company's
registered office at Elizabeth House, 9 Castle Street, St Helier, Jersey, JE2 3RT.
The Annual General Meeting will be held at Elizabeth House, 9 Castle Street, St Helier, Jersey, JE2 3RT on Monday, 26 April
2010 at 2 p.m. Details of the results of Marwyn Materials Limited for the period from incorporation to 31 December 2009 are
given below.
Acquisition strategy
Marwyn Materials Limited was established in June 2008 to acquire controlling interests in building materials businesses,
both listed and unquoted, in the UK, Europe and US, with a view to creating shareholder value through market consolidation.
This continued to be the Group's strategy throughout the period under review.
During the course of the year the economic situation continued to deteriorate and the demand for building materials
reflected this, with most companies reporting sharply lower earnings. A number of potential opportunities in the UK and in
continental Europe have been examined, but the Board concluded that none were available on satisfactory terms and
consequently, as at the year-end, no transactions had been concluded. The Board believes that vendor expectations are
becoming increasingly realistic and a number of interesting opportunities continue to remain available; however, only
transactions where substantial value can be created for shareholders will be pursued.
The rules require that where an AIM-listed company is an investing company, shareholder approval for its investment
strategy must be sought on an annual basis. The Board therefore proposes to seek approval for the Group to continue its
current acquisition strategy at the forthcoming annual general meeting on 26 April 2010. The Board unanimously recommends
that shareholders approve the appropriate resolution.
Results
The Group's loss after taxation for the year to 31 December 2009 was £829,056 (2008: £742,495) and was in line with our
planned level of expenditure.
Costs incurred to date include £94,650 (2008: £0.49m) in relation to due diligence carried out on acquisition targets by
the Group's professional advisers. We continue to monitor and control costs carefully, with as much initial work as
possible carried out by the management team, and we remain rigorous in our approach to ensure that no unnecessary costs are
incurred.
As at 31 December 2009, the Group had net cash balances totalling £11.9m (2008: £12.8m).
Dividends
It is the Board's policy that prior to making the first acquisition, no dividends will be paid. Following the first
acquisition, subject to availability of distributable reserves, dividends will be paid to shareholders when the directors
believe it is appropriate and prudent to do so. However, the main focus of the Group will be on delivering capital growth
for shareholders.
Outlook
The Group continues to pursue its stated acquisition strategy. We anticipate that 2010 will present numerous further
acquisition opportunities in our target sector. Certain of these are already under review.
We believe that Marwyn Materials, with its strong and experienced management team, is well placed to exploit attractive
opportunities in the year ahead.
Enquiries:
Marwyn Materials Limited
Peter Tom 020 7389 6800
Simon Vivian 020 7389 6800
Cenkos Securities plc
Nicholas Wells 020 7397 8900
MARWYN MATERIALS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2009
Note 2009 2008
£ £
Assets
Current assets
Trade and other receivables 11,106 14,195
Cash and cash equivalents 14 11,865,789 12,806,100
Total current assets 11,876,895 12,820,295
Total assets 11,876,895 12,820,295
Equity and liabilities
Capital and reserves
Stated capital 16 13,262,480 13,262,480
Equity-settled employee benefits reserve 16 1,848 680
Accumulated losses 16 (1,571,551) (742,495)
Equity attributable to owners of the Company 11,692,777 12,520,665
Total equity 11,692,777 12,520,665
Non-current liabilities
Taxation 11 3,909 1,913
Total non-current liabilities 3,909 1,913
Current liabilities
Trade and other payables 15 180,209 297,717
Total current liabilities 180,209 297,717
Total liabilities 184,118 299,630
Total equity and liabilities 11,876,895 12,820,295
Current liabilities
Trade and other payables
15
180,209
297,717
Total current liabilities
180,209
297,717
Total liabilities
184,118
299,630
Total equity and liabilities
11,876,895
12,820,295
The Group and the Company financial statements on pages 9 to 32 were approved and authorised for issue by the Board of
Directors on 22 March 2010 and signed on its behalf by:
Peter Tom CBE Simon Vivian
Chairman Chief
Executive
MARWYN MATERIALS LIMITED
STATEMENT OF FINANCIAL POSITION
As at 31 December 2009
Note 2009 2008
£ £
Assets
Non-current assets
Investment in subsidiaries 12 - -
Loan to Group company 13 - 100,000
Total non-current assets 100,000 100,000
Current assets
Loan to Group company 13 100,000 -
Trade and other receivables 5,090 10,697
Cash and cash equivalents 14 11,796,210 12,759,709
Total current assets 11,801,300 12,770,406
Total assets 11,901,300 12,870,406
Equity and liabilities
Capital and reserves
Stated capital 16 13,262,480 13,262,480
Equity-settled employee benefits reserve 16 1,848 680
Accumulated losses 16 (1,597,871) (753,181)
Equity attributable to owners of the Company 11,666,457 12,509,979
Current liabilities
Trade and other payables 15 234,843 360,427
Total current liabilities 234,843 360,427
Total liabilities 234,843 360,427
Total equity and liabilities 11,901,300 12,870,406
Trade and other payables
15
234,843
360,427
Total current liabilities
234,843
360,427
Total liabilities
234,843
360,427
Total equity and liabilities
11,901,300
12,870,406
MARWYN MATERIALS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year from 1 January to 31 December 2009
1 January 2009 to 31 December 2009 15 August 2007 to 31 December 2008
Note £ £
Interest income 10 101,767 249,716
Employee expenses 7 (256,086) (116,764)
Professional and consultancy expenses 8 (508,927) (761,317)
Other expenses 9 (161,901) (112,217)
(926,914) (990,298)
Results from operating activities (825,147) (740,582)
Loss before income tax (825,147) (740,582)
Income tax expense 11 (3,909) (1,913)
Loss for the year/ period (829,056) (742,495)
Other comprehensive income - -
Total comprehensive income (829,056) (742,495)
Attributable to:
Owners of the Company 16 (829,056) (742,495)
Earnings per share
Basic and diluted loss per share 18 (0.6p) (1.4p)
16
(829,056)
(742,495)
Earnings per share
Basic and diluted loss per share
18
(0.6p)
(1.4p)
All the Group's activities derive from continuing operations.
MARWYN MATERIALS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
For the year from 1 January to 31 December 2009
1 January 2009 to 31 December 2009 15 August 2007 to 31 December 2008
Note £ £
Interest income 10 107,358 250,182
Employee expenses 7 (31,926) (23,342)
Professional and consultancy expenses 8 (848,779) (904,587)
Other expenses 9 (71,343) (75,434)
(952,048) (1,003,363)
Results from operating activities (844,690) (753,181)
Loss before income tax (844,690) (753,181)
Income tax expense 11 - -
Loss for the year/ period (844,690) (753,181)
Other comprehensive income - -
Total comprehensive income (844,690) (753,181)
Attributable to:
Owners of the Company 16 (844,690) (753,181)
Earnings per share
Basic and diluted loss per share 18 (0.6p) (1.4p)
(844,690)
(753,181)
Earnings per share
Basic and diluted loss per share
18
(0.6p)
(1.4p)
All the Company's activities derive from continuing operations.
MARWYN MATERIALS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Stated capital Equity-settled employee benefits reserve Accumulated losses Total
£ £ £ £
Balance at 15 August 2007 - - - -
Total comprehensive income for the period:
Loss for the period - - (742,495) (742,495)
Transactions with owners recorded directly in equity:
Recognition of share-based payments - 680 - 680
Issue of ordinary shares 13,600,000 - - 13,600,000
Costs directly related to the issue of capital (337,520) - - (337,520)
Total transactions with owners 13,262,480 680 - 13,263,160
Balance at 1 January 2009 13,262,480 680 (742,495) 12,520,665
Total comprehensive income for the year:
Loss for the year - - (829,056) (829,056)
Transactions with owners recorded directly in equity:
Recognition of share-based payments - 1,168 - 1,168
Issue of ordinary shares - - - -
Costs directly related to the issue of capital - - - -
Total transactions with owners - 1,168 - 1,168
Balance at 31 December 2009 13,262,480 1,848 (1,571,551) 11,692,777
Recognition of share-based payments
-
1,168
-
1,168
Issue of ordinary shares
-
-
-
-
Costs directly related to the issue of capital
-
-
-
-
Total transactions with owners
-
1,168
-
1,168
Balance at 31 December 2009
13,262,480
1,848
(1,571,551)
11,692,777
For more detail of the Group's reserves, see Note 16.
All the Group's activities derive from continuing operations.
MARWYN MATERIALS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year from 1 January to 31 December 2009
1 January 2009 to 31 December 2009 15 August 2007 to 31 December 2008
Note £ £
Cash flows from operating activities:
Interest received 111,355 239,019
Tax paid (1,913) -
Payments to suppliers and employees (1,049,753) (695,399)
Net cash generated by operating activities (940,311) (456,380)
Cash flows from financing activities:
Proceeds from issue of stated capital - 13,600,000
Payment for share issue costs - (337,520)
Net cash from financing activities - 13,262,480
Net increase in cash and cash equivalents (940,311) 12,806,100
Cash and cash equivalents on 1 January 2009 12,806,100 -
Cash and cash equivalents at 31 December 2009 14 11,865,789 12,806,100
(940,311)
12,806,100
Cash and cash equivalents on 1 January 2009
12,806,100
-
Cash and cash equivalents at 31 December 2009
14
11,865,789
12,806,100
1. Reporting entity
Marwyn Materials Limited (the "Company") is a company domiciled in Jersey. The address of the Company's registered office
is Elizabeth House, 9 Castle Street, St Helier, Jersey, JE2 3RT. The Company was incorporated on 15 August 2007.
The financial statements of the Company as at and for the year ended 31 December 2009 comprise the Company and its
subsidiaries (together referred to as the "Group" and individually as "Group entities"). The Group primarily is involved in
the acquisition of a target investment.
2. Basis of preparation
The financial statements were authorised for issue by the Board of Directors on 22 March 2010.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards.
The consolidated financial statements have been prepared under the historical cost convention.
(a) Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and
incur expenses. The Directors perform regular reviews of the operating results of the Group as a whole and make decisions
using financial information at the entity level. Accordingly, the Board believes that the Group has only one operating
segment.
(b) Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
(c) Critical accounting estimates and assumptions
The Group and Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results.
(d) Functional and presentation currency
The Group and Company considers Sterling the currency that most faithfully represents the economic effect of the underlying
transactions, events and conditions. Sterling is the currency in which the Group and Company measures its performance and
reports its results, as well as the currency in which it issues shares to its investors.
2. Segment information
Business segments
The Company raised GBP£13.26m net of expenses through an issue of ordinary shares on its admission to AIM on 12 June 2008.
Until such time as an acquisition is made, the Group's sole operation will remain the seeking of a suitable target whilst
investing shareholders' funds with a focus on investment return balanced by liquidity and market risk.
Geographical segments
Marwyn Materials Limited is based in Jersey. The Group has established an operating company in the U.K. to help actively
seek an acquisition. Both in 2009 and 2008, Marwyn Materials Limited generated all of the Group's revenue.
3. Employee expenses
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Wages and salaries - 190,663 - 79,663
Equity-settled share-based payments 1,168 1,168 680 680
Compulsory social security contributions - 33,497 - 13,759
Non-executive Directors' fees 30,758 30,758 22,662 22,662
31,926 256,086 23,342 116,764
30,758
22,662
22,662
31,926
256,086
23,342
116,764
For details of equity-settled share based payments see note 19.
4. Professional and consultancy expenses
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Professional fees 281,134 287,150 293,796 295,018
Consultancy fees 221,776 221,777 466,299 466,299
Consultancy fees paid to Marwyn Materials UK Limited 345,869 - 144,492 -
848,779 508,927 904,587 761,317
144,492
-
848,779
508,927
904,587
761,317
5. Other expenses
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Rent - 55,750 8,000 37,250
Legal fees 34,416 34,416 26,550 26,550
Sundry expenses 36,927 71,735 40,884 48,417
71,343 161,901 75,434 112,217
40,884
48,417
71,343
161,901
75,434
112,217
Marwyn Materials UK Limited has in place an operating lease for office accommodation with Marwyn Partners Limited until
June 2011. Payments made under operating leases were £55,750 during the year (2008:£29,250). Non-cancellable operating
lease rentals are as follows:
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Less than one year - 60,000 - 60,000
Between one and five year - 30,000 - 85,000
More than five years - - - -
- 90,000 - 145,000
-
-
-
90,000
-
145,000
6. Interest income
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Interest income on bank deposits 101,767 101,767 249,716 249,716
Interest on loan to Marwyn Materials UK Limited 5,591 - 466 -
107,358 101,767 250,182 249,716
-
107,358
101,767
250,182
249,716
7. Income tax expense
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Current period tax expense - 3,909 - 1,913
Income tax expense from continuing operations - 3,909 - 1,913
Income tax expense from continuing operations
-
3,909
-
1,913
Reconciliation of effective tax rate:
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Loss for the year/ period (844,690) (825,147) (753,181) (740,582)
Income tax at the Company's domestic rate of 0% - - - -
Effect of tax rates in foreign jurisdictions* - 3,909 - 1,913
Income tax expense recognised - 3,909 - 1,913
-
1,913
Income tax expense recognised
-
3,909
-
1,913
*The parent company is resident in Jersey and has a zero percent tax rate. The Group has a subsidiary operation in the
U.K. which pays tax at a higher rate of 20% on taxable profits of £19,756 (2008: £9,566) in the year.
8. Investment in subsidiaries
Company:
Principal activity Country of incorporation Voting and ownership interest Cost
Marwyn Materials UK Limited* Acquisition sourcing UK 100% £1.00
Marwyn Materials Investments Limited Issue of incentive shares Jersey 100% £0.02
Marwyn Materials Investments Limited
Issue of incentive shares
Jersey
100%
£0.02
*Marwyn Materials UK Limited is indirectly held by the Company via Marwyn Materials Investments Limited.
9. Loan to Group company
Company:
2009 2008
£ £
Marwyn Materials UK Limited 100,000 100,000
100,000 100,000
100,000
100,000
The loan is unsecured, pays interest at 12m LIBOR plus 150bps and is repayable on 1 December 2010.
10. Cash and cash equivalents
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Bank balances 11,796,210 11,865,789 12,759,709 12,806,100
Cash and cash equivalents in the statement of cash flows 11,796,210 11,865,789 12,759,709 12,806,100
Cash and cash equivalents in the statement of cash flows
11,796,210
11,865,789
12,759,709
12,806,100
The exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in note
20.
11. Trade and other payables
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Amount due to Marwyn Materials UK Limited 80,725 - 68,459 -
Liability for Participation Shares 3,500 3,500 3,500 3,500
Other creditors 150,618 176,709 288,468 294,217
234,843 180,209 360,427 297,717
288,468
294,217
234,843
180,209
360,427
297,717
12. Capital and reserves
Reconciliation of movement in capital and reserves
Company: Stated capital Equity-settled employee benefits reserve Accumulated losses Total equity
£ £ £ £
Opening balance 13,262,480 680 (753,181) 12,509,979
Loss for the year - - (844,690) (844,690)
Recognition of share-based payments - 1,168 - 1,168
Balance at 31 December 2009 13,262,480 1,848 (1,597,871) 11,666,457
Recognition of share-based payments
-
1,168
-
1,168
Balance at 31 December 2009
13,262,480
1,848
(1,597,871)
11,666,457
Group: Stated capital Equity-settled employee benefits reserve Accumulated losses Total equity
£ £ £ £
Opening balance 13,262,480 680 (742,495) 12,520,665
Loss for the year - - (829,056) (829,056)
Recognition of share-based payments - 1,168 - 1,168
Balance at 31 December 2009 13,262,480 1,848 (1,571,551) 11,692,777
Recognition of share-based payments
-
1,168
-
1,168
Balance at 31 December 2009
13,262,480
1,848
(1,571,551)
11,692,777
13. Stated capital
Company and Group:
Ordinary shares Ordinary shares
2009 2008
Issued ordinary shares brought forward 136,000,000 2
Issue of ordinary shares on admission to AIM - 135,999,998
On issue at 31 December 136,000,000 136,000,000
135,999,998
On issue at 31 December
136,000,000
136,000,000
The Company has no limit to the number of ordinary shares which may be issued. The ordinary shares have no par value. All
issued shares are fully paid.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote
per share at meetings of the Company.
14. Earnings per share
Group:
Basic earnings per share
The calculation of basic earnings per share of 0.6p loss at 31 December 2009 (2008: 1.4p loss) was based on the loss
attributable to ordinary shareholders of £829,056 (2008: £742,495) and a weighted average number of ordinary shares
outstanding of 136m (2008: 54.6m).
Diluted earnings per share
The calculation of diluted earnings per share of 0.6p loss at 31 December 2009 (2008: 1.4p loss) was based on the loss
attributable to ordinary shareholders of £829,056 (2008: £742,495) and the weighted average outstanding ordinary shares of
136m (2008: 54.6m). The Participation Shares in issuance during the year are not included in the calculation of weighted
average outstanding ordinary shares for the diluted earnings per share calculation as the effect is anti-dilutive.
Company:
Basic earnings per share
The calculation of basic earnings per share of 0.6p loss at 31 December 2009 (2008: 1.4p loss) was based on the loss
attributable to ordinary shareholders of £844,690 (2008: £753,181) and a weighted average number of ordinary shares
outstanding of 136m (2008: 54.6m).
Diluted earnings per share
The calculation of diluted earnings per share of 0.6p loss at 31 December 2009 (2008: 1.4p loss) was based on the loss
attributable to ordinary shareholders of £844,690 (2008: £753,181) and the weighted average outstanding ordinary shares of
136m (2008: 54.6m). The Participation Shares in issuance during the year are not included in the calculation of weighted
average outstanding ordinary shares for the diluted earnings per share calculation as the effect is anti-dilutive.
15. Share-based payment arrangements
Under share-based payment arrangements established by the Group to incentivise Directors, key employees and others
providing similar services, Participation Shares were issued, via the Company's subsidiary, Marwyn Materials Investments
Limited, to Directors and key employees ("Management Participation Shares") and Marwyn Management Partners LLP ("Marwyn"),
a related party ("Marwyn Participation Shares"); together "the Participation Shares".
On being offered, the Company may purchase the Participation Shares either for cash or for the issue of new ordinary shares
at its discretion. The value of the Participation Shares is discussed below. The Participation Shares may only be sold on
this basis if both the Growth and Vesting Conditions have been satisfied. If these conditions have not been satisfied the
Participation Shares must be sold to the Company for a nominal amount.
Details of the Participation Shares issued during and outstanding at the year end are shown below. None of the
Participation Shares were forfeited, exercised or expired during the year.
Growth Condition
The Growth Condition is that the compound annual growth of the Company's equity value must be at least 12.5% per annum.
The Growth Condition takes into account new shares issued, dividends and capital returned to Shareholders.
Vesting Condition
The Participation Shares are subject to a vesting period ending on 6 June 2011. If however, the Growth Condition is not
met on 6 June 2011, it will be extended to 6 June 2013, or if earlier, when the Growth Condition is met. The vesting
period will also end on the sale or change of control of the Company.
Value
Subject to the provisions detailed above, the Management Participation Shares and Marwyn Participation Shares can each be
sold to the Company for an aggregate value equivalent to 10% of the increase in "Shareholder Value" in the Company.
Shareholder Value is broadly defined as the increase in market capitalisation of all Ordinary Shares of the Company issued
up to the date of sale, allowing for any dividends and other capital movements.
Management Participation Shares
Under a management incentive scheme, 10,000 Management Participation Shares have been created and Directors and key
employees have been allotted and purchased a number of those shares, as shown in the table below.
The following table shows the Management Participation Shares issued to employees:
Issued to: Participation in increase in "Shareholder Value" Issue price Number of Participation shares Nominal value of Participation shares
Peter Tom 4% £0.50 2,000 £1,000
Simon Vivian 4% £0.50 2,000 £1,000
Ian Peters 2% £0.50 1,000 £500
5,000 £2,500
£0.50
1,000
£500
5,000
£2,500
Marwyn Participation Shares
The Group has entered into a performance participation agreement with Marwyn Management Partners LLP ("Marwyn") under which
Marwyn has agreed to assist the Company in meeting its business strategy. In exchange, the Group has issued Participation
Shares to Marwyn, a related party, as shown in the table below:
Issued to: Participation in increase in "Shareholder Value" Issue price Number of Participation shares Nominal value of Participation shares
Marwyn Management Partners LLP 10% £0.10 10,000 £1,000
10%
£0.10
10,000
£1,000
Valuation of Participation Shares
When the Participation Shares were issued, the Company was an unlisted shell-company and had not entered into any
transactions up to that date other than the issue of 2 Ordinary Shares for £2. The fair value estimation placed on the
Participation Shares took into account the lack of trading history of the Company and the absence of any deals or
transactions to date. The total amount paid for the Participation Shares, being the nominal value of £3,500, was
considered to be the best estimation of the fair value.
In the current year, £1,168 (2008: £680) has been recognised in total as an expense in the Statement of Comprehensive
Income in respect of Participation Shares.
16. Financial instruments
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed in note 2.5 to the financial statements.
Categories of financial instruments
Carrying amount of financial assets:
2009 2009 2008 2008
£ £ £ £
Company Group Company Group
Loan and receivables (including cash and cash equivalents) 11,901,300 11,876,895 12,870,406 12,820,295
11,901,300 11,876,895 12,870,406 12,820,295
11,901,300
11,876,895
12,870,406
12,820,295
Carrying amount of financial liabilities:
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Amortised cost 234,843 184,118 360,427 299,630
234,843 184,118 360,427 299,630
234,843
184,118
360,427
299,630
Credit risk
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the
reporting date was:
2009 2009 2008 2008
Company Group Company Group
£ £ £ £
Cash and cash equivalents 11,796,210 11,865,789 12,759,709 12,806,100
Loans and receivables 105,090 11,106 110,697 14,195
11,901,300 11,876,895 12,870,406 12,820,295
14,195
11,901,300
11,876,895
12,870,406
12,820,295
Impairment losses
There was no impairment on receivables during the year and there are no overdue or impaired receivables at the year end.
Liquidity risk
The following are the contractual maturities of financial liabilities and excluding the impact of netting agreements:
2009
Company:
Carrying Contractual 6 months
amount cash flows or less 2-5 years
Accruals 234,843 234,843 234,843 -
234,843 234,843 234,843 -
-
234,843
234,843
234,843
-
Group:
Carrying Contractual 6 months
amount cash flows or less 2-5 years
Accruals 184,118 184,118 180,209 3,909
184,118 184,118 180,209 3,909
3,909
184,118
184,118
180,209
3,909
2008
Company:
Carrying Contractual 6 months
amount cash flows or less 2-5 years
Accruals 360,427 360,427 360,427 -
360,427 360,427 360,427 -
-
360,427
360,427
360,427
-
Group:
Carrying Contractual 6 months
amount cash flows or less 2-5 years
Accruals 299,630 299,630 297,717 1,913
299,630 299,630 297,717 1,913
1,913
299,630
299,630
297,717
1,913
Currency risk
Exposure to currency risk
All of the Group's transactions and balances are in Sterling and therefore the Group has no exposure to currency risk.
Interest rate risk
Profile
At the reporting date the interest rate profile of interest-bearing financial instruments was:
2009 Carrying amount 2009 Carrying amount 2008 Carrying amount 2008 Carrying amount
Company Group Company Group
£ £ £ £
Fixed rate instruments
Financial assets (time deposits) 11,562,000 11,562,000 12,677,207 12,677,207
11,562,000 11,562,000 12,677,207 12,677,207
Variable rate instruments
Financial assets 234,210 303,789 82,502 128,893
234,210 303,789 82,502 128,893
303,789
82,502
128,893
234,210
303,789
82,502
128,893
All financial assets and liabilities, other than those shown in the table above are non-interest bearing.
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss.
Therefore a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have increased/ (decreased) equity and profit or
loss for 12 months on interest-bearing instruments by the amounts shown below. This analysis assumes that all other
variables remain constant.
2009 Profit or loss and equity Profit or loss and equity
Company Company Group Group
100 bp increase 100 bp decrease 100 bp increase 100 bp decrease
£ £ £ £
Time deposits 117,962 (117,962) 118,658 (118,658)
£
£
Time deposits
117,962
(117,962)
118,658
(118,658)
2008 Profit or loss and equity Profit or loss and equity
Company Company Group Group
100 bp increase 100 bp decrease 100 bp increase 100 bp decrease
£ £ £ £
Time deposits 127,597 (127,597) 128,061 (128,061)
£
£
Time deposits
127,597
(127,597)
128,061
(128,061)
Fair values
Fair values versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the Statement of Financial
Position, are as follows:
2009 Carrying amount Fair value Carrying amount Fair value
Company Company Group Group
£ £ £ £
Loans and receivables 105,090 98,330 11,106 11,106
Cash and cash equivalents 11,796,210 11,796,210 11,865,789 11,865,789
Payables (231,343) (231,343) (180,618) (180,618)
11,669,957 11,663,197 11,696,277 11,696,277
11,865,789
11,865,789
Payables
(231,343)
(231,343)
(180,618)
(180,618)
11,669,957
11,663,197
11,696,277
11,696,277
2008 Carrying amount Fair value Carrying amount Fair value
Company Company Group Group
£ £ £ £
Loans and receivables 110,697 102,940 14,195 14,195
Cash and cash equivalents 12,759,709 12,759,709 12,806,100 12,806,100
Payables (356,927) (356,927) (296,132) (296,132)
12,513,479 12,505,722 12,524,163 12,524,163
12,806,100
12,806,100
Payables
(356,927)
(356,927)
(296,132)
(296,132)
12,513,479
12,505,722
12,524,163
12,524,163
The carrying value of receivables, cash and payables are a reasonable approximation of fair value due to their short-term
maturity. For details of the Participation Shares issued, excluded from the above table, see note 19.
Interest rates used for determining fair value
The interest rate used to discount the redemption cash flow of the loan to the subsidiary is calculated by adding a credit
spread to the yield on a UK government bond maturing at 1 year post the reporting date; being the closest date to the loan
repayment date. The subsidiary has received no quotes for commercial loans and therefore has estimated a relevant credit
spread based on market knowledge.
Yield on Government security Credit spread Discount rate
Loan to Marwyn Materials UK Limited 4.25% 3% 7.25%
4.25%
3%
7.25%
17. Related parties
Parent and ultimate controlling party
The Company is listed on AIM and as such there is no controlling party.
Marwyn Investment Management LLP is the investment manager to Marwyn Value Investors LP which has a significant
shareholding in the Company. James Corsellis is a partner in Marwyn Investment Management LLP and a director of various
Marwyn Group companies. David Williams is a partner in Marwyn Investment Management LLP. The following Marwyn companies
are therefore deemed to be related parties of the Group:
Marwyn Partners Limited was paid GBP£60,000 (2008:£25,000) (excluding VAT) in respect of office accommodation and Marwyn
Capital LLP was paid GBP£180,000 (2008:£100,000) in respect of corporate finance and administrative services. At the
Statement of Financial Position date Marwyn Partners Limited and Marwyn Capital LLP were owed an amount of £10,000
(2008:£20,000) and £30,000 (2008:£NIL) respectively in respect of services supplied during the year.
At the Statement of Financial Position date Marwyn Value Investors LP held 50,010,000 ordinary shares in Marwyn Materials
Limited. Marwyn Management Partners LLP held Marwyn Participation Shares in the Group, details of which are disclosed in
note 19.
Transactions with directors
As well as the Management Participation Share disclosed in note 19, the Group also made the following payments to Directors
or companies connected with Directors:
Payments for services during the year Amounts owed at year end Payments for services during the period Amounts owed at period end
2009 2009 2008 2008
£ £ £ £
Consultancy fees 315,360 30,000 97,531 -
Director salary payments 120,000 - 50,000 10,000
Non-executive fees 30,758 3,888 22,662 4,166
466,118 33,888 170,193 14,166
3,888
22,662
4,166
466,118
33,888
170,193
14,166
Directors' shareholdings
The following Directors held the indicated number of shares in the Company as at the year end:
Director: Shares held at 31 December 2009 Shares held at 31 December 2008
Peter Tom CBE 22,350,000 22,350,000
Simon Vivian 2,500,000 2,500,000
David Williams 11,000,000 11,000,000
James Corsellis 5,500,000 5,500,000
David Warr 2,500,000 2,500,000
5,500,000
5,500,000
David Warr
2,500,000
2,500,000
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