RNS Number:9877T
Caplay PLC
11 November 2005
FOR IMMEDIATE RELEASE 11 November 2005
Caplay PLC
Unaudited Results for the Year Ended 31 May 2005
Chairman's report to shareholders
During the last financial year and post the year end your Company has undergone
enormous change. In June 2004 the Company raised #2.4 million and set out on a
strategy to acquire interests in financial services businesses. During the next
few months the Company invested #1million to acquire a 25 per cent. shareholding
in Catalyst Investment Corporation, a Canadian IFA and made a #1million
convertible loan to Private Treaty Markets PLC (now Private Treaty Systems Inc)
("PTS"), a company which had developed a proprietary financial trading system.
The Company also continued its long outstanding legal dispute with Mr Ken
Murray, its former Chief Executive. Finally, the Company was endeavouring to
realise value from a small underperforming portfolio of pubs.
In November 2004, Patrick Claridge was appointed as Chief Executive to review
all of our operations and implement a restructuring of the business.
Since the year end, the convertible loan of #1 million to PTS has been exchanged
for 4,375,000 shares and 18.7 million options in PTS.
The Company has now sold its interest in Catalyst back to its major shareholder
for C$750,000 and potential deferred consideration of up to C$250,000. As part
of the same transaction the Company has a 25% shareholding in Atlantic, which is
the Canadian licensee of PTS and received 2,857,142 shares in PTS.
Following completion of the two transactions detailed above, the Company now
owns 7,232,142 shares in PTS together with options over 18.7 million shares in
PTS. Based on the closing price of PTS on 9 November 2005 at US$0.80 per share,
the Company's shareholding is worth approximately #7.3 million.
Clearly we cannot know with any certainty what value the Company may ultimately
realise from its investment in PTS. However, the Company understands that PTS is
seeking a listing on AMEX and believes such an event would significantly
underpin and hopefully enhance the value of PTS.
Since the year end we have also settled all outstanding litigation issues with
Ken Murray. Although the Company won its original case against Mr Murray a
subsequent decision by the High Court on 28 July 2005 meant that the Company
would be incurring further significant and unquantifiable costs in continuing
the case against Mr Murray. Under the settlement agreement with Mr Murray the
Company has paid #650,000 to Mr Murray. In return, both parties have given up
any further claims against each other. As the Company had made a provision of
#850,000 in respect of this litigation, the net effect on the financial
statements is a positive write back to the profit and loss account of #200,000.
We have also closed or sold on all but one of our interests in public houses
which had become a significant drain on the Company's resources. It is the
Board's intention to dispose of the one remaining public house at the earliest
opportunity.
The board has reduced its cost base substantially and the directors have now
agreed that, with effect from 1 November 2005 they will receive no salary.
We have also entered into an underwriting agreement with Falcon Securities (UK)
Limited to raise #1,000,000 at 1p per share, before expense. As part of this
agreement, the Company will also be issuing 100 million warrants to subscribe
for new ordinary shares at 1p per share.
Following the receipt of the Placing funds, before the exercise of any warrants,
and after allowing for the value of the Company's shareholding in PTS as at 9
November and on the basis that all options over PTS shares are exercised, the
net asset value per share based on an unaudited pro-forma balance sheet as at 31
May 2005, would be 3.1p
In summary, all the actions taken by the board this year have been to reduce
costs and dispose of underperforming assets. The fund-raising provides a firm
financial footing for the Company and enables the management to now identify and
review suitable opportunities to implement a growth strategy.
Anthony Fabrizi
Unaudited Consolidated profit and loss account
For the year ended 31 May 2005
Unaudited
2005 2004
# #
Turnover 151,325 96,376
Administrative expenses (1,434,748) (1,943,222)
Operating loss (1,283,423) (1,846,846)
Investment income - 129,455
Other interest receivable and similar income 78,679 78,778
Interest payable and similar charges (820) (1,201)
Loss for the financial year (1,205,564) (1,639,814)
Loss per ordinary share - basic (0.72p) (1.64p)
All recognised gains and losses are included above
Unaudited
Note of historical cost profits and losses 2005 2004
# #
Loss for the financial year (1,205,564) (1,639,814)
Realisation of investment revaluation reserves of
previous years - (99,504)
Historical cost loss for the year retained after
taxation (1,205,564) (1,739,318)
Unaudited Consolidated balance sheet Unaudited
as at 31 May 2005 2005 2004
# #
Fixed assets
Tangible assets 5,292 3,117
Investments 1,074,419 -
1,079,711 3,117
Current assets
Debtors 1,120,541 103,633
Cash at bank and in hand 902,821 2,468,888
2,023,362 2,572,521
Creditors: amounts falling due within one year (196,770) (363,771)
Net current assets 1,826,592 2,208,750
Total assets less current liabilities 2,906,303 2,211,867
Provision for liabilities and charges (650,000) (1,150,000)
2,256,303 1,061,867
Capital and reserves
Called up share capital 5,800,000 5,000,000
Share premium account 6,197,963 4,597,963
Profit and loss account (9,741,660) (8,536,096)
Shareholders' funds 2,256,303 1,061,867
Equity interests (1,743,697) 1,061,867
Non-equity interests 4,000,000 -
2,256,303 1,061,867
Unaudited Consolidated cash flow statement Unaudited
for the year ended 31 May 2005 2005 2004
# #
Net cash outflow from operating activities (2,965,256) (1,246,753)
Returns on investments and servicing finance
Interest received 78,679 193,376
Interest paid (820) (1,201)
Net cash inflow for returns on investments and
servicing of finance 77,859 192,175
Capital expenditure and financial investment
Payments to acquire tangible assets (3,428) -
Payments to acquire investments (1,075,242) (14,250)
Receipts from sale of investments - 2,872,113
Net cash (outflow)/inflow for capital expenditure (1,078,670) 2,857,863
Net cash (outflow)/inflow before management of
liquid resources and financing (3,966,067) 1,803,285
Management of liquid resources
Bank deposits 265,000 (849,980)
Financing
Issue of ordinary share capital 2,400,000 -
(Decrease)/increase in cash in the year (1,301,067) 953,305
Reconciliation of operating loss to net cash
outflow from operating activities Unaudited
2005 2004
# #
Operating loss (1,283,423) (1,846,846)
Depreciation of tangible assets 1,253 2,583
(increase)/decrease in debtors (1,016,908) 85,161
(Decrease)/increase in creditors and provisions (667,001) 498,099
Write down of investments 823 14,250
(2,965,256) (1,246,753)
Analysis of funds 1 June 2004 Cash flow 31 May 2005
# # #
Net cash:
Cash at bank and in hand 1,618,908 (1,301,067) 317,841
Liquid resources:
Bank deposits 849,980 (265,000) 584,980
Net funds 2,468,888 (1,566,067) 902,821
Liquid resources comprise funds held in an escrow bank deposit account pending
the conclusion of litigation between the Company and its former Chief Executive
Ken Murray. The comparative figures have been amended to take account of the
re-allocation of the escrow account from net cash to liquid resources.
Unaudited notes to the preliminary announcement
1 The financial information set out above does not constitute statutory
accounts within the meaning of Section 240 of the Companies Act 1985 ('the
Act'). Full accounts for the Group for the year, will be posted to
shareholders as soon as is practicable, have not been reported on by the
Group's auditors and have not been delivered to the Registrar of Companies.
Full accounts in respect of the year ended 31 May 2004 have been delivered
to the Registrar of Companies and the Auditors report on those accounts was
unqualified and did not contain a statement under the Act, Sections 237 (2)
or (3).
2 The directors of the Company do not propose the payment of a dividend.
3 Earnings per ordinary share
The earnings and number of shares used in the calculation of earnings per
ordinary share are set out below:
Unaudited
2005 2004
Basic:
Loss for the financial year #1,205,564 #1,639,814
Weighted average number of ordinary shares 166,666,668 100,000,002
Loss per share 0.72p 1.64p
4 Copies of this announcement are available from the Company Secretary at 25
Manchester Square, London W1U 3PY. The Annual Report and Accounts are being
posted to shareholders.
5 For further information please contact:
Patrick Claridge - 020 7759 8563
Caplay Plc
Roland Cornish - 020 7628 3396
Beaumont Cornish Limited
David Bick - 020 7929 5599
Holborn
This information is provided by RNS
The company news service from the London Stock Exchange
END
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