RNS Number:3382D
RII PLC
24 September 2004
CHAIRMAN AND CHIEF EXECUTIVE'S REVIEW
The Company incurred an audited pre-tax loss for the year ended 31 March 2004 of
#36,724 against a loss of #73,008 for the year ended 31 March 2003. No dividend
is recommended.
Issue of Ordinary Shares and Loan Notes
Since the Company disposed of its entire insurance operations on 15 March 2001,
it has been a "shell" whilst the Directors looked for an acquisition of a
suitable business which could in their opinion provide a basis to build
shareholder value. On 17 October 2003 Farhad Moshiri and Kamran Amin retired
from the Board and I and my colleague, Clive McGuire, agreed to join the Board
to pursue this objective on behalf of Shareholders.
In order to make the Company a more attractive proposition to an incoming
business, on 4 March 2004 your Company announced details of plans to place
27,536,231 Ordinary Shares at a price of 0.345p per share and to create and
issue #355,000 Convertible Unsecured Zero Coupon 7 year #1 Loan Notes. The
proposals were approved by shareholders at an Extraordinary General Meeting of
the Company on 6 April 2004, and in total #450,000 was raised before expenses.
It is intended that the monies raised will be used to expand the Company.
Since that time your Board has been seeking opportunities for the development of
the Company, either by way of acquisition or investment. To preserve cash, the
Company's expenditure is being kept to a minimum and the Directors do not
currently draw salaries.
Your Board will write to shareholders when there are further developments.
Robert Stubbs
Chairman and Chief Executive
24 September 2004
PROFIT AND LOSS ACCOUNT
Year Ended 31 March 2004
31 March 31 March
2004 2003
Note # #
TURNOVER - -
Administration (40,561) (78,905)
expenses
------------ ------------
OPERATING LOSS 2 (40,561) (78,905)
Interest 3 3,870 5,927
receivable
Interest payable
and similar 4 (33) (30)
charges
------------ ------------
LOSS ON
ORDINARY ACTIVITIES
BEFORE TAXATION (36,724) (73,008)
Taxation 6 - -
------------ ------------
LOSS ON
ORDINARY
ACTIVITIES
AFTER TAXATION 11 (36,724) (73,008)
======= =======
BASIC LOSS
PER SHARE 12 (0.06)p (0.11)p
======= =======
All activities derive from continuing operations.
There are no recognised gains or losses other than the loss attributable to
shareholders disclosed in the above profit and loss account.
BALANCE SHEET
31 March 2004
31 March 31 March
2004 2003
Note # #
CURRENT ASSETS
Debtors 7 30,172 394
Cash at bank 121,545 208,141
------------ ------------
151,717 208,535
CREDITORS: 8 (14,803) (34,897)
amounts falling
due within one
year
------------ ------------
NET CURRENT ASSETS 136,914 173,638
------------ ------------
TOTAL NET ASSETS 136,914 173,638
======= =======
CAPITAL AND RESERVES
Called up share 9 65,939 65,939
capital
Share premium 10 1,896,685 1,896,685
account
Profit and loss 11 (1,825,710) (1,788,986)
account
------------ ------------
TOTAL EQUITY 13 136,914 173,638
SHAREHOLDERS' FUNDS
======= =======
CASH FLOW STATEMENT
Year ended 31 March 2004
31 March 31 March
2004 2003
Note # #
NET CASH INFLOW/ 14(a) (90,433) (34,295)
(OUTFLOW) FROM
OPERATING ACTIVITIES
RETURNS ON 14(b) 3,837 5,897
INVESTMENTS AND
SERVICING OF FINANCE
------------ ------------
CASH INFLOW/
(OUTFLOW) BEFORE THE
USE OF LIQUID
RESOURCES AND (86,596) (28,398)
FINANCING
------------ ------------
Increase/ (decrease) 14(c) (86,596) (28,398)
in cash
======= =======
NOTES TO THE FINANCIAL STATEMENTS - Year ended 31 March 2004
1. ACCOUNTING POLICIES
The financial statements are prepared in accordance with applicable accounting
standards. The particular accounting policies adopted are described below.
Accounting convention
The financial statements are prepared under the historical cost convention.
2. OPERATING LOSS
2004 2003
# #
Operating loss
is shown after
charging:-
Auditors' - audit 2,335 2,526
remuneration
- other 415 9,811
services
======= =======
3. INTEREST RECEIVABLE
2004 2003
# #
Bank interest 3,870 5,927
receivable
======= =======
4. INTEREST PAYABLE AND SIMILAR CHARGES
2004 2003
# #
Bank 33 30
interest
======= =======
5. INFORMATION REGARDING DIRECTORS AND EMPLOYEES
2004 2003
# #
Chairman's emoluments - -
Emoluments of other - -
Directors not included above
------------ ------------
- -
======= =======
None of the Directors received any remuneration in the year ended 31 March 2004:
Directors' interests
The Directors' interests, as defined by the Companies Act 1985, in the shares of
the Company were as follows:
Ordinary 0.1p Shares
Note 31.3.04 31.3.03
(or date of
appointment
if later)
R L Stubbs 1,025,000 1,025,000
(appointed 17
October 2003)
R C McGuire 300,000 300,000
(appointed 17
October 2003)
K Amin N/A 100,000
(resigned 17
October 2003)
A F Moshiri 1 N/A 8,700,000
(resigned 17
October 2003)
Notes:-
(1) 4,000,000 Ordinary Shares were held beneficially, the remaining 4,700,000
Ordinary Shares being held by the Trustees of the Caspian Settlement for the
benefit of A F Moshiri's children.
Directors' share options and warrants
No Directors held any unexercised options over ordinary shares under the
Executive Share Option Scheme during the year.
On 6 April 2004, shareholders approved proposals whereby R L Stubbs and R C
McGuire were each awarded warrants to acquire 1,000,000 Ordinary shares of 0.1p
at a price of 0.345p per share, exercisable during the five year period expiring
6 April 2009.
Save as disclosed, there have been no changes in Directors' interests in
Ordinary shares or share options in the Company since 31 March 2004.
The mid-market price of the Company's shares at 31 March 2004 was 2.38p and the
range during the year was 0.1p to 5.25p.
Under the rules of the Executive Share Option Scheme, options may be exercised
at any time during the period commencing on the first and expiring on the day
preceding the seventh anniversary of the date of grant.
Staff costs, including Directors' 2004 2003
remuneration:-
# #
Wages and salaries - -
Social security costs - -
------------ ------------
- -
======= =======
The average weekly number of persons employed,
excluding Directors:
Administration - -
======= =======
6. TAXATION
There is no charge to UK Corporation tax due to losses incurred during the year.
7. DEBTORS
2004 2003
# #
Other debtors 30,115 -
Prepayments and accrued 57 394
income
------------ ------------
30,172 394
======= =======
8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2004 2003
# #
Other creditors 10,768 28,845
Accruals and deferred income 4,035 6,052
------------ ------------
14,803 34,897
======= =======
9. CALLED UP SHARE CAPITAL
2004 2003
# #
Authorised
1,000,000,000 Ordinary Shares 1,000,000 1,000,000
of 0.1p each
======= =======
Allotted, Called up and Fully
Paid
65,938,530 Ordinary Shares of 65,939 65,939
0.1p each
======= =======
There are no unexercised share options held by Directors.
On 6 April 2004 an additional 27,536,231 ordinary shares were issued by way of
placing, at 0.345p each, and on 14 April 2004, #355,000 of Convertible Unsecured
Zero Coupon Loan Notes were issued.
On 16 July 2004, #20,000 of Convertible Unsecured Zero Coupon Loan Notes were
converted into 5,797,101 Ordinary shares of 0.1p. There have been no other
movements since 31 March 2004.
10. SHARE PREMIUM ACCOUNT
#
As at 31 March 2003 and 31 March 2004 1,896,685
=======
The Share Premium arose as a result of the proceeds derived from the allotment
of 15,938,530 Ordinary shares of 0.1p under the terms of subscription agreements
dated 15 September, 1995.
11. PROFIT AND LOSS ACCOUNT
2004 2003
# #
Profit and loss (1,788,986) (1,715,978)
account brought forward
Retained (36,724) (73,008)
loss for the
financial year
------------ ------------
Profit and (1,825,710) (1,788,986)
loss account carried
forward
======= =======
12. LOSS PER SHARE
The calculation of basic loss per share is based on the loss after taxation of
#36,724 (2003 - #73,008) and on 65,938,530 Ordinary Shares (2003 - 65,938,530)
being the number of shares in issue during the year.
13. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS
2004 2003
# #
Loss for the (36,724) (73,008)
financial period
Opening 173,638 246,646
shareholders' funds
------------ ------------
Closing 136,914 173,638
shareholders' funds
======= =======
This amount is all attributable to equity interests
14. CASH FLOW STATEMENT
(a) Reconciliation of operating loss to cash (outflow)/inflow from operating
activities
2004 2003
# #
Operating (40,561) (78,905)
loss
(Increase)/ (29,778) 17,158
decrease in debtors
Increase/ (20,094) 27,452
(decrease) in creditors
------------ ------------
Cash (90,433) (34,295)
(outflow)/
inflow from operating
activities
======= =======
(b) Analysis of cash flows from headings netted in the cash flow statement
2004 2003
Returns on # #
investment and
servicing of finance
Interest received 3,870 5,927
Interest paid (33) (30)
------------ ------------
Net cash 3,837 5,897
inflow from returns on
investments and servicing
of finance
======= =======
(c) Analysis of cash
At At
1 April Cash 31 March
2003 flow 2004
# # #
Cash at bank 208,141 (86,596) 121,545
and in hand
======= ======= =======
15. LEGAL CLAIM
At 31 March 2003, a claim had been made against the Company in respect of an
alleged agreement for the provision of services. The claim was subsequently
settled, and the Company claimed an indemnity from a third party, and recovered
the amount of the settlement in full. An amount of #5,040 has been provided for
in these accounts in respect of irrecoverable legal costs.
16. APPROVAL
The Preliminary Announcement was approved by the Board on 24 September 2004.
17. BASIS OF PREPARATION
The results for the year ended 31 March 2004 represent the results of RII plc,
which had no subsidiaries during the year.
The preliminary financial information has been prepared on a basis consistent
with the audited financial statements for the year ended 31 March 2003.
18. FINANCIAL STATEMENTS
This announcement does not constitute a full financial statement of the
Company's affairs for the year ended 31 March 2004. The auditors have reported
on the full financial statements for the year ended 31 March 2004 and have
accompanied them with an unqualified audit report. The financial statements have
yet to be delivered to the Register of Companies. The report and financial
statements will be posted to shareholders on 27 September 2004, and the Annual
General Meeting of the Company will be held on 15 November 2004.
The financial information for the year ended 31 March 2003 has been extracted
from the audited financial statements for that period, which have been filed
with the Registrar of Companies. The auditors' report on those accounts was
unqualified and did not contain any statement under s 237(2) or (3) of the
Companies Act 1985.
The Report and Accounts will be available to the public for a period of one
month from 27 September 2004 (Saturdays, Sundays and bank holidays excepted)
from the registered office at 56 Queen Anne Street, London W1G 8LA.
Enquiries:
Robert Stubbs, Chairman - (020) 7355 4071
This information is provided by RNS
The company news service from the London Stock Exchange
END
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