Company Announcements

London Finance & Investment Group Plc - Half-year Report

 

 

 

London Finance & Investment Group PLC

(“Lonfin” or the “Company’”)

 

Unaudited Condensed Interim Financial statements for the six months ended 31 December 2023

  and dividend declaration

 

 

 

The Company today announces its unaudited interim results and interim dividend declaration for the six months ended 31 December 2023 (the “Interim Statement”).

 

 

Introduction

 

As an investment company, Lonfin’s   target is to achieve growth in shareholder value in real terms over the medium to long term while maintaining a progressive dividend policy. In the short term, our results can be influenced by overall stock market performance, particularly the valuation of our Strategic Investments. Whilst we have not identified any suitable Strategic Investments for acquisition in recent years, we continue to believe that a combination of Strategic Investments and a General Portfolio is the most effective way of achieving our aims; whilst keeping this under review. Strategic Investments are significant investments in smaller UK quoted companies where we have expectations of above average growth over the medium to longer term and these are balanced by a General Portfolio which consists of investments in major U.S., U.K. and European equities. The Company acknowledges the increased focus on Environmental, Social and Governance (ESG) issues   and the benefits of socially responsible long-term investment.

 

As at 31 December 2023 we held only one Strategic Investment, Western Selection PLC.

 

Results

 

Lonfin’s net assets per share increased by 19.1% to 70.3p at 31 December 2023 from 59.2p at 30 June 2023. We have made some changes to our General Portfolio Investments, investing additional net cash of £ 723 ,000 and realising profit of £509,000. The fair value of our General Portfolio increased by 8% compared with increases of 3% in both the FTSE 100 index and the FTSEurofirst 300 Index respectively, over the half year . At the close of business on 23 February 2024, our net asset value was 70.6p per share.

 

The profit before tax for the Company and its subsidiaries (the “Group”) for the half year was £572,000 including revaluation of General Portfolio investments only (2022 - £1,313,000), resulting in earnings per share of 1.5p (2022: earnings per share 3.1p).

 

The Group’s total comprehensive profit after tax and minority interest, including revaluation of all investments, was £3,639,000 (2022: £943,000)

 

Strategic Investments

 

Western Selection PLC (“Western”)

As at 31 December 2023, the Company owned 7,860,515 Western shares, representing 43.8% of Western’s issued share capital.

 

On 28 December 2023, Western announced its intention to return cash to shareholders at 80.5 per share by means of a return of surplus capital (the “Return of Capital”). The Return of Capital was to be effected by means of a capital reduction. The Board of Western determined that the most effective way to achieve this was for Western’s admission to trading on the AQSE Growth Market to be cancelled and for Western to be re-registered as a private limited company.    

 

Western’s proposals were approved by shareholders at General Meetings held on 25 January and 16 February 2024. Under the Return of Capital, Lonfin elected to retain 45,786 ordinary shares in Western which will represent 43.8% of Western’s reduced issued share capital. Subsequent to the period end, Lonfin received £6,291,000 in cash in exchange for the ordinary shares it chose not to retain, and these shares have now been cancelled. Western will continue to operate as a private company and the Western Board will work on the realisation of its illiquid investments in Industrial & Commercial Holdings PLC (“ICH”) and City Group PLC (“City Group”) .

 

The market value of the Company’s investment in Western at 31 December 2023, based on the 80.5p per share return of capital, was £6,328,000 representing 28.5% of the net assets of the Group (30 June 2023: £3,144,000).

 

  Edward Beale and Warwick Marshall are non-executive directors of Western.

 

General Portfolio

 

Lonfin’s general portfolio is diverse with a spread of high-quality equities, as shown in the composition of our General Portfolio at the end of this announcement. . We believe that the portfolio of quality companies we hold has the potential to outperform the market in the medium to long term.

 

Board Changes

 

Mr. David Marshall, the current Chairman, has decided to step down from his role as Chairman and as a member of the Lonfin Board with effect from 29 February 2024.   David has been with the Company since 1971 and the Board wishes to express its profound gratitude to David for his contribution to and stewardship of the Company during this time.

 

The Board is pleased to announce that Mr Warwick Marshall has agreed to be appointed as the new Chairman of the Company with effect from 29 February 2024.

 

Warwick is a non-executive director of the Board, the Chief Executive Officer of Marshall Monteagle PLC and is also a director of various other group operating companies. Warwick has extensive investment experience in his private capacity and brings his extensive skills, knowledge and experience to his new role as Chairman of Lonfin.   The Board welcomes Warwick and thanks him for taking on the responsibility of Chairman.

 

Outlook

 

 

£6,291,000 has just been received from Western Selection and, over time, these funds will be utilised to increase the General Portfolio.   This substantial increase in the General Portfolio will increase dividend income. The economic outlook globally remains uncertain so the General Portfolio will remain invested in major blue chip international stocks.

 

The Board has declared an interim dividend of 0.60p per share (2022: 0.55p).

 

 

 

1 March 2024

 

Interim Dividend

 

The Board recommends an interim gross dividend of 0.60p per share (14.39034 SA cents) (2022: 0.55p) which will be paid on Thursday 4 April 2024 to those members registered at the close of business on Friday 22 March 2024 (SA and UK). Shareholders on the South African register will receive their dividend in SA Rand converted from Sterling at the closing rate of exchange on 22 February 2024, being GBP 1 = SA Rand   23.98390.

 

JSE Disclosure Requirements

 

In respect of the normal gross cash dividend, and in terms of the South African Tax Act, the dividend tax ruling set out below only applies to those shareholders who are registered on the South African register on Friday 22   March 2024. All other shareholders are exempt.

 

    --  The number of shares in issue now and as at the interim dividend
        declaration date is 31,207,479;
    --  The interim gross dividend is 14.39034 SA cents;
    --  The interim net dividend is 11.51227 SA cents;
    --  The dividend has been declared from income reserves, which funds are
        sourced from the Company’s main bank account in Switzerland and is
        regarded as a foreign dividend by South African shareholders; and
    --  The Company’s UK Income Tax reference number is 948/L32120.

 

Dividend dates:

 ____________________________________________________
|Last day to trade (SA)       |Monday 18 March 2024  |
|_____________________________|______________________|
|Shares trade ex-dividend (SA)|Tuesday 19 March 2024 |
|_____________________________|______________________|
|Shares trade ex-dividend (UK)|Thursday 21 March 2024|
|_____________________________|______________________|
|Record date (SA and UK)      |Friday 22 March 2024  |
|_____________________________|______________________|
|Dividend Payment date        |Thursday 4 April  2024|
|_____________________________|______________________|


 

Share certificates may not be de-materialised or re-materialised between Tuesday 19 March 2024 and Friday 22 March 2024, both dates inclusive. Shares may not be transferred between the registers in London and South Africa during this period either.

 

The JSE Listing Requirements require disclosure of the following additional information in relation to any dividend payments.

 

Dividend tax ruling

 

Shareholders registered on the South African register are advised that the dividend withholding tax will be withheld from the gross final dividend amount of 14.39034 SA cents per share at a rate of 20% unless a shareholder qualifies for an exemption; shareholders registered on the South African register who do not qualify for an exemption will therefore receive a net dividend of 11.51227 SA cents per share. The dividend withholding tax and the information contained in this paragraph is only of direct application to shareholders registered on the South African register, who should direct any questions about the application of the dividend withholding tax to Computershare Investor Services (Pty) Limited in South Africa. Tel: +27 11 370 5000.

 

 

 

Statement of Directors’ responsibility

The Directors confirm that, to the best of their knowledge:

 

-           the unaudited interim results for the six months ended 31 December 2023, have been prepared in accordance with IAS 34, ‘Interim financial reporting’, as adopted by the UK; and

 

-           the Interim Statement includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R of the Disclosure and Transparency Rules.

 

Neither this Interim Statement nor any future interim statements of the Company will be posted to shareholders.  

The Interim Statement is available as follows:

    --  on the Company’s website at
        www.city-group.com/london-finance-investment-group-plc/; and
    --  by writing to City Group PLC, the Company Secretary, at Suite 1.01,
        Central Court, 25 Southampton Buildings, London, WC2A 1AL.

 

This announcement contains information that was previously classified as inside information for the

purposes of the UK Market Abuse Regulation. Upon the publication of this announcement, this information

is considered to be in the public domain.

 

The directors of the Company accept responsibility for the contents of this announcement.

 

 

 

 

For further information, please contact:

 

        London Finance & Investment Group PLC

JSE Sponsor to the Company:                    +44(0) 20 3709 8740

Questco Corporate Advisory Proprietary Limited


Condensed Consolidated Statement of Total Comprehensive Income

 


                                               Notes Half year     Year Ended
                                                     ended

                                                     31 December   30 June

                                                     2023   2022   2023

                                                     £000   £000   £000

Operating Income

Dividends receivable                                 241    243    586

Management service fees                              192    179    352

Rental and other income                              25     64     97

Profit on disposal of General portfolio        7     52     -      633
investments

                                                     510    486    1,668

Administrative expenses

Investment operations                                (187)  (225)  (495)

Management services                                  (205)  (203)  (411)

Total administrative expenses                        (392)  (428)  (906)

Operating profit                                     118    58     762

Unrealised changes in the carrying value of    7     453    1,259  956
General Portfolio investments

Net interest income/( expense)                       1      (4)    (7)

Profit before taxation                               572    1,313  1,711

Tax expense                                          (110)  (315)  (312)

Profit after taxation                                462    998    1,399

Non-controlling interest                             (6)    (18)   (16)

Profit attributable to shareholders                  456    980    1,383

Other comprehensive income –

Profit on sales of Strategic Investments             -      119    118

Unrealised changes in the carrying value of          3,183  (79)   393
Strategic Investments

Corporation tax expense on these items               -      (77)   (146)

Total other comprehensive (expense)/income           3,183  (37)   365

Total comprehensive income attributable to           3,639  943    1,748
shareholders

Basic, Diluted and Headline earnings per share       1.5p   3.1p   4.4p

Interim dividend                                     0.60p  0.55p  0.55p

Final dividend                                       -      -      0.60p

Total in respect of the period                       0.60p  0.55p  1.15p




Condensed Consolidated Statement of Changes in Shareholders’ Equity

 


                               Unrealised  Share of     Retained
              Ordinary Share   Profits and Retained     Realised        Non-Controlling Total
              Share    Premium Losses on   profits and  Profits  Total  Interests       Equity
              Capital  Account Investments losses of    &Losses
                                           Subsidiaries

              £000     £000    £000        £000         £000     £000   £000            £000

Period ended
31Dec 2023

Balances at 1 1,560    2,320   225         4,906        9,472    18,483 157             18,640
July 2023

Profit for    -        -       1           1            454      456    6               462
the Period

Other
Comprehensive -        -       3,183       -            -        3,183  -               3,183
Income

Total
comprehensive -        -       3,184       1            454      3,639  6               3,645
income

Dividends
paid to       -        -       -           -            (187)    (187)  -               (187)
shareholders

Balances at   1,560    2,320   3,409       4,907        9,739    21,935 163             22,098
31 Dec 2023



 

 


                               Unrealised  Share of     Retained
              Ordinary Share   Profits and Retained     Realised        Non-Controlling Total
              Share    Premium Losses on   profits and  Profits  Total  Interests       Equity
              Capital  Account Investments losses of    & Losses
                                           Subsidiaries

              £000     £000    £000        £000         £000     £000   £000            £000

Period ended
31 Dec 2022

Balances at 1 1,560    2,320   11          5,331        7,872    17,094 141             17,235
July 2022

Profit for    -        -       916         17           47       980    18              998
the Period

Other
Comprehensive -        -       (79)        42           -        (37)   -               (37)
Income

Transfer of
gain on
disposal of
investments
at fair value -        -       (689)       689          -        -      -               -
through other
comprehensive
income to
retained
earnings

Total
comprehensive -        -       148         748          47       943                    961
income

Dividends
paid and
total         -        -       -           -            (187)    (187)  -               (187)
transactions
with
shareholders

Balances at   1,560    2,320   159         6,079        7,732    17,850 159             18,009
31 Dec 2022



 

 

Condensed Consolidated Statement of Financial Position

 


                                              31 December             30 June

                                        Notes 2023        2022        2023

                                              £000        £000        £000

Non-current assets

Property, plant and equipment                 3           7           3

Right of use of leased offices                -           49          17

Investments at fair value through other 6     6,328       2,673       3,144
comprehensive income

                                              6,331       2,729       3,164

Current assets

Listed investments at fair value        6,7   16,736      16,113      15,496
through profit or loss

Trade and other receivables                   198         127         100

Cash and cash equivalents                     211         624         1,264

                                              17,145      16,864      16,860

Current liabilities

Trade and other payables falling due          (97)        (109)       (151)
within one year

Lease liability                               -           (70)        (33)

Corporation tax liability                     (263)       (275)       (188)

                                              (360)       (454)       (372)

Net Current Assets                            16,785      16,410      16,488

Non-current liabilities

Deferred taxation                             (1,018)     (1,130)     (1,012)

Total Assets less Total Liabilities           22,098      18,009      18,640

Capital and Reserves

Called up share capital                       1,560       1,560       1,560

Share premium account                         2,320       2,320       2,320

Unrealised profits and losses on              3,409       159         225
investments

Share of retained profits and losses of       4,907       6,079       4,906
subsidiaries

Company’s retained realised profits and       9,739       7,732       9,472
losses

Total Capital and Reserves attributable       21,935      17,850      18,483
to owners

Non-controlling equity interest               163         159         157

                                              22,098      18,009      18,640

Net assets per share                          70.3p       57.2p       59.2p

Number of shares in issue                     31,207,479  31,207,479  31,207,479



 

 


Condensed Consolidated Statement of Cash Flows

 


                                                   Half year ended   Year ended

                                                   31 December       30 June

                                                   2023     2022     2023

                                                   £000     £000     £000

Cash flows from operating activities

Profit before tax                                  572      1,313    1,711

Adjustments for non-cash items-

Net finance (income)/expense                       (1)      4        7

Depreciation charges                               4        5        9

Depreciation on right of use of asset              11       32       64

Profit on early lease termination                  (15)     -        -

Unrealised changes in the fair value of General    (7)      (1,202)  (679)
Portfolio investments

Profit on sales of General Portfolio investments   (509)    (57)     (911)

Foreign exchange                                   -        10       -

(Increase)/Decrease in trade and other receivables (98)     (19)     8

Decrease in trade and other payables               (54)     (63)     (20)

Taxes paid                                         (28)     (28)     (300)

Net cash outflow from operating activities         (125)    (5)      (111)

Cash flows from investment activity

Acquisition of IT equipment                        (4)      -        -

Acquisition of current investments                 (2,979)  (1,785)  (4,258)

Proceeds from disposal of current investments      2,256    988      4,407

Proceeds from disposal of strategic investments    -        1,325    1,325

Net cash (outflow)/inflow from investment activity (727)    528      1,474

Cash flows from financing

Net Interest received/(paid)                       1        (2)      (1)

Interest paid on lease liabilities                 -        (3)      (5)

Repayment of lease liabilities                     (15)     (37)     (75)

Equity dividends paid                              (187)    (187)    (359)

Net cash outflow from financing                    (201)    (229)    (440)

(Decrease)/Increase in cash and cash equivalents   (1,053)  293      923

Cash and cash equivalents at the beginning of the  1,264    341      341
period/year

Effects of exchange rate changes on cash and cash  -        (10)     -
equivalents

Cash and cash equivalents at end of the period     211      624      1,264



 


Notes to the condensed financial statements

 

1.        Basis of preparation

This condensed interim financial report has been prepared in accordance with the accounting policies contained in the Company’s 2023 Annual Report and Accounts except for our Strategic holding valuation as explained in “Estimates and judgments” below. This condensed interim financial report complies with the UK-adopted IAS 34 ‘Interim financial reporting’. The financial information contained in this report has not been audited or reviewed by the Company’s   auditors.

 

The information contained in this interim financial report does not constitute statutory accounts within the meaning of the Companies Act 2006. The statutory accounts of the Company and its subsidiaries (the “Group”) for the year ended 30 June 2023 have been reported on by the   Company’s auditors and have been delivered to the Registrar of Companies. The report of the auditors was unqualified.

 

The Group had only one operating lease and the right of use of asset and lease liability were estimated based on a 5% discount factor and the cash flow predicted over 5-year lease life. The Income statement has also been affected with additional depreciation and interest charges which replace the rent costs. The lease was terminated on 31 August 2023. At 31 December 2023 the Group has no operating leases.

 

New standards and interpretations

A number of new standards and amendments to standards and interpretations are effective for financial periods beginning after 1 January 2023 and have not been applied in preparing these condensed interim consolidated financial statements. None of these are expected to have a significant effect on the financial statements of the Group.

 

Estimates and judgements

When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Group’s last annual financial statements for the year ended 30 June 2023.

At 31 December 2023 the valuation of our strategic investment, Western Selection PLC, was based on 80.5p per share and not on a quoted market price as per our Accounting policy. This is as a result of the Return of Capital proposals, set out in Western’s circular, published on 28 December 2023, which advised that there would be a return of surplus capital of 80.5p per share available to all Western shareholders in respect of some or all of   their shareholdings in Western.   This is the basis on which the Company’s   investment in Western has   been valued at 80.5 per share.

 

2.        Earnings per share

Earnings per share are based on the profit on ordinary activities after taxation and non-controlling interests of £456,000 (2022: £980,000) and on 31,207,479 shares (2022: 31,207,479 shares) being the weighted average of number of shares in issue during the period. There are options outstanding over 80,000 shares.

 

Reconciliation of headline earnings

Headline earnings are required to be disclosed by the JSE. Headline earnings per share are based on the profit attributable to the shareholders after tax and non-controlling interests of £456,000 (2022: £980,000) and on 31,207,479 shares (2022: 31,207,479 shares) being the weighted average of number of shares in issue during the period.

 

3.        Going Concern

After making enquiries, the Board is satisfied that the Group will be able to operate within the level of its facilities for the foreseeable future. For this reason, the Board considers it appropriate for the Group to adopt the going concern basis in preparing its financial statements .

 

 

4.        Principal risks and uncertainties

 

The principal risks and uncertainties which could impact the Group’s long-term performance and its performance over the remaining six months of the financial year are disclosed on pages 7and 8 of the Company’s 2023 Annual Report and Accounts. The key risks and mitigating activities include the following:

    --  Stock market volatility, and economic uncertainty;
    --  Dividend income; and
    --  Ability to make strategic investments;

 

 

5.        Reconciliation of net cash flow to movement in net debt

 


                              At start   Cash     Non-cash  At end of

                              of Period  Flow     Movement  Period

Half year ended               £000       £000     £000      £000

31December 2023

Cash at bank                  1,264      (1,053)  -         211

Lease liability               (33)       33       -         -

Net cash and cash equivalents 1,231      (1,020)  -         211

31 December 2022

Cash at bank                  407        227      (10)      624

Overdraft                     (66)       66       -         -

Lease liability               (108)      40       (2)       (70)

Net cash and cash equivalents 233        333      (12)      554

30 June 2023

Cash at bank                  407        857      -         1,264

Overdraft                     (66)       66       -         -

Lease liability               (108)      (80)     (5)       (33)

Net cash and cash equivalents 407        1,003    (5)       1,231



 

 

6.        Financial Instruments

 

Financial assets and liabilities are classified in their entirety into one of the three levels determined on the basis of the lowest input that is significant to the fair value measurement.

 

Listed prices (unadjusted) in active markets for identical assets or liabilities – Level 1.

 

Values other than listed prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) – Level 2.

 

Values for the asset or liability that are not based on observable market data (that is unobservable inputs) –Level 3.

 

 

 

 

 

 

 

 

 

 

 

 

  1. Financial Instruments (continued)

 

The categories of financial instruments used by the Group are:

 


                                          Fair Value      Half year      Year
                                                          ended          ended

                                          Hierarchy Level 31 December    30 June

                                                          2023    2022    2023

Financial assets                                          £000    £000    £000

At fair value through Other comprehensive
income

Non-current investments (strategic        1               6,328   2,673   3,144
investments)

At fair value through profit or loss

Current asset investments (listed         1               16,736  16,113  15,496
investments)

Loans and receivables at amortised costs

Trade and other receivables (excluding    n/a             180     104     73
non-financial assets)

Cash at bank                              n/a             211     624     1,264

Financial liabilities

At amortised costs

Trade and other payables                  n/a             (97)    (109)   (151)

Lease liabilities                         n/a             -       (70)    (33)



 

 

7.        Listed investments at fair value through profit and loss (“General Portfolio”)

 


                                                     Half year ended Year
                                                                     ended

                                                     31 December     30 June

                                                     2023     2022    2023

                                                     £000     £000    £000

Cost                                                 11,154   10,392  10,392

Opening unrealised gains                             4,342    3,663   3,663

Balance brought forward                              15,496   14,055  14,055

Purchases                                            2,979    1,785   4,258

Sales proceeds                                       (2,256)  (988)   (4,407)

Realised gain on disposal                            509      57      911

Net unrealised gains transferred to realised gain on (445)    (57)    (277)
disposal

Unrealised fair value gains in the period            453      1,259   956

Balance carried forward                              16,736   16,113  15,496



 

8.        Events after the reporting period  

 

On 28 December 2023, Western announced its intention to return cash to shareholders at 80.5 per share by means of a return of surplus capital (the “Return of Capital”). The Return of Capital was to be effected by means of a capital reduction. The Board of Western determined that the most effective way to achieve this was for Western’s admission to trading on the AQSE Growth Market to be cancelled and for Western to be re-registered as a private limited company.    

 

Western’s proposals were approved by shareholders at General Meetings held on 25 January and 16 February 2024.   Under the Return of Capital, Lonfin elected to retain 45,786 ordinary shares in Western which will represent 43.8% of Western’s reduced issued share capital.   Lonfin received £6,291,000 in cash in exchange for the ordinary shares it chose not to retain, and these shares have now been cancelled. Western will continue to operate as a private company and the Western Board will work on the realisation of its illiquid investments in Industrial & Commercial Holdings PLC and City Group PLC.

Composition of General Portfolio

 


                          Value

                          £000    %

Rio Tinto                 583     3.5

Legal & General           564     3.4

Unilever                  488     2.9

Linde AG                  480     2.9

Holcim                    479     2.9

Aviva                     474     2.8

TotalEnergies SE          470     2.8

Shell                     468     2.8

BHP Group                 459     2.7

Nestle                    455     2.7

Reckitt Benckiser Group   449     2.7

Imperial Brands           445     2.7

Kraft Heinz               443     2.6

Michelin                  439     2.6

Coca-Cola                 437     2.6

Heineken Holding          427     2.6

Procter & Gamble Co       417     2.5

Deere & Co                414     2.5

L'Oreal                   410     2.5

Mercedes-Benz Group       407     2.4

Schindler                 400     2.4

Pernod Ricard             399     2.4

Bank of America           397     2.4

British American Tobacco  397     2.4

Chevron Corp              397     2.4

LVMH Moet Hennessey       390     2.3

JPMorgan Chase            388     2.3

Exxon Mobil Corp          386     2.3

BAE Systems               382     2.3

Nutrien Ltd               378     2.3

Diageo                    364     2.2

Microsoft                 357     2.1

Barclays                  354     2.1

NatWest                   346     2.1

Glencore                  344     2.1

BASF                      331     2.0

Caterpillar               322     1.9

Halliburton               322     1.9

Deutsche Post             319     1.9

Fedex                     288     1.7

Otis Worldwide Corp       267     1.6

                          16,736  100