RNS Number : 8728C
TV Commerce Holdings PLC
05 September 2008
TV COMMERCE HOLDINGS PLC (THE "COMPANY")
FINAL RESULTS
TV Commerce Holdings plc is pleased to announce its results for the year ended 31 December 2007.
CHAIRMAN'S STATEMENT
Overview:
The year under review has been one of complete transition from a trading business into an investing company.
On 29 January 2008, in the Company's half-yearly report we explained the background to the closure of TV Commerce Limited due to an
unexpected change in the regulations governing the telecommunication and media sector. Since that date, the Board has taken steps to
maximise value for shareholders.
On 12 March 2008, the Company announced the payment of 0.6231p per share, in aggregate �399,903.29 to shareholders in relation to the
capital reduction.
Following the return of capital to Shareholders on 17 March 2008, the Company requires additional working capital in order to fund
existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with
its key shareholders and other providers of finance with a view to a fundraising which, if successful, would involve the publication of a
circular convening an Extraordinary General Meeting to seek the approval of shareholders.
Results and Financial Position:
The Group's results for the year ended 31 December 2007 show a loss on ordinary activities before taxation of �100,360 (2006: profit
�146,200) on a turnover of �199,724 (2006: �2,293,272). The results for the year derives from interest received less administrative costs of
running the Group. The accounts have not been prepared on a going concern basis. Further details are contained in note 1 of the notes to the
Financial Statements.
Net assets as at 31 December 2007 were �392,154, compared with �492,514 at the end of 2006 of which the Group had cash resources of
�438,247 at 31 December 2007. The cash balance has since been utilised and as at 30 June 2008 was �2,972.
Whilst the Company receives limited financial support from a substantial shareholder to meet a shortfall against present requirements,
the Directors are not satisfied the Company will continue to be able to meet its liabilities when they fall due and are carrying out a more
detailed investigation to determine the Company's financial position. In the absence of alternative sources of finance the Company may not
be able to continue to operate.
The Company is in discussions with prospective investors regarding a potential fundraising. The outcome of these discussions is not yet
known and a further announcement will be made in due course.
The Company did not pay or propose a dividend during the year, but following the AGM held on 10 August 2007, the company applied to the
courts for a capital reorganisation within the Company. This was approved on 23 January 2008 and a payment of �399,903.29 at 0.6231p per
share was paid in March 2008 in respect of the cancellation of the Deferred Shares.
Proposed Investing Strategy:
As the Company does not currently trade, it is deemed under the AIM Rules to be an 'Investing Company' and is therefore required to have
an investing strategy.
A resolution to be proposed at the Annual General Meeting, deals with obtaining Shareholders' consent to implement an investing strategy
pursuant to AIM rule 15.
The Company intends to invest in, participate in joint ventures with or acquire one or more companies or businesses, in the natural
resource sector in Africa, (but will consider other geographical areas), where that is considered appropriate.
The Company must undertake an investment which constitutes a reverse takeover (as defined by the AIM Rules) by 29 September 2009 (within
12 months of the date convened for the 2008 Annual General Meeting), after which date the Company's shares will be suspended from trading on
AIM for a period of up to six months, then its admission to AIM will be cancelled and funds returned to Shareholders.
The Company will be an active investor and will spread its investments across one or two opportunities which the Directors consider
have:
- an experienced and professional management team; and
- the ability to add value to TV Commerce in the short and medium term.
The Directors believe that the natural resource sector is capable of delivering attractive levels of investment return and that there
are a number of companies in this sector that would benefit from greater access to capital, quoted company profile and support.
When an acquisition has been identified, the Directors will mandate an independent and suitably qualified person with relevant
experience to perform due diligence on any potential acquisition. In addition, in the event of a reverse takeover (as defined by the AIM
Rules), an executive director with relevant sector experience will be appointed to the Board.
The Directors intend to pursue such investment opportunities and intend to fund them by using a combination of cash, the issue by the
Company of new securities and possibly through debt finance as the Directors consider appropriate.
Prospects:
The Company has an immediate requirement for additional working capital in order to fund existing working capital requirements and to
conduct due diligence on potential acquisition opportunities. The Board is in discussions with its key shareholders and other providers of
finance with a view to a fundraising which, if successful, would involve the publication of a circular convening a general meeting to seek
the approval of shareholders. The Board is optimistic that discussions will lead to a successful outcome.
In the event a fundraising is unsuccessful then the Company will be unable to meet its liabilities as they fall due. In the absence of
alternative sources of finance the Company may not be able to continue to operate.
The Group is currently actively seeking investment opportunities. As we have previously affirmed, businesses that could benefit from
access to capital markets using an AIM quoted parent company are of particular interest.
Further announcements will be made as and when these matters are resolved.
Andrew Mintern
Chairman
4 September 2008
For further information contact:
Vince Stanzione, CEO TV Commerce Holdings plc Tel: 013 4484 5000
David Newton, Nominated Dowgate Capital Advisers Ltd Tel: 020 7492 4777
Adviser
Neil Badger, Broker Dowgate Capital Stockbrokers Ltd Tel: 012 9351 7744
GROUP BALANCE SHEET
At 31 December 2007
Note 2007 2006
� �
Current Assets
Debtors - 437,094
Cash and cash equivalents - 261,310
_______ _______
- 698,404
Disposal Group Held for Sale 2 441,135 -
_______ _______
Total Assets 441,135 698,404
_______ _______
Current Liabilities
Trade and other payables - 205,890
______ _______
- 205,890
_______ _______
Disposal Group Held for Sale 2 48,981 -
_______ _______
Total Liabilities 48,981 205,890
_______ _______
Net Assets 392,154 492,514
_______ _______
Capital and Reserves attributable to Equity
holders of the Company � �
Called-up share capital 3 641,796 641,796
Share premium account 624,066 624,066
Merger reserve 66,351 66,351
Retained earnings (940,059) (839,699)
_______ _______
Total Equity 392,154 492,514
_______ _______
The Group Financial Statements were approved and authorised for issue by the Board of Directors on 4 September 2008, and were signed on
its behalf by:
Vince Stanzione
Director
GROUP INCOME STATEMENT
Year ended 31 December 2007
Note 2007 2006
� �
Discontinued Operations:
Turnover 199,724 2,293,272
Cost of sales (114,576) (1,620,262)
_______ _______
Gross Profit 85,148 673,010
Administration expenses (238,006) (529,256)
Other income 38,436 -
_______ ______
Group Operating (Loss)/Profit (114,422) 143,754
Finance income 14,555 2,446
Finance costs (493) -
_______ ______
Finance income * net 14,062 2,446
_______ ______
(Loss)/Profit on Discontinued Operations (100,360) 146,200
before Taxation
Corporation tax expense - -
_______ _______
Profit/(Loss) for the Financial Year (100,360) 146,200
_______ _______
Attributable to :
Equity holders of the Company (100,360) 146,200
_______ _______
Earnings per Share for Profit from
Discontinued Operations
Attributable to the Equity Holders of the
Company during the year
Basic and diluted 4 (0.16) 0.23
_______ _______
GROUP STATEMENT OF CHANGES IN EQUITY
Year Ended 31 December 2007
Attributable to equity holders of the Company
Share Share Retained Merger
Capital Premium Earnings Reserve Total
Account
� � � �
�
At 1 January 2006 641,796 624,066 (985,899) 66,351 346,314
Profit for the year - - 146,200 - 146,200
_______ _______ _______ _______ _______
At 31 December 2006 641,796 624,066 (839,699) 66,351 492,514
Lossfor the year - - (100,360) - (100,360)
_______ _______ _______ _______ _______
At 31 December 2007 641,796 624,066 (940,059) 66,351 392,154
_______ _______ _______ _______ _______
GROUP CASH FLOW STATEMENT
Year Ended 31 December 2007
Note 2007 2006
� �
Cash flowsfrom discontinued operating activities
(Loss)/Profit before taxation and interest on (100,360) 146,200
discontinued operations
Depreciation - 16,375
Interest received (14,555) (2,446)
Interest paid 493 -
Losson disposal of property, plant and equipment (38,436) -
(Increase)/decreasein trade and other receivables 423,706 (126,099)
Increase/(decrease)in trade payables (156,909) 55,761
________ ________
Net cash inflow from discontinued operating 113,939 89,791
activities
________ ________
Cash Flows from discontinued Investing Activities
Purchase of property, plant and equipment - (10,734)
Proceeds from sale of equipment 48,936 -
Interest received 14,555 2,446
Interest paid (493) -
________ ________
Net Cash from/used in discontinuedInvesting 62,998 (8,288)
Activities
________ ________
Net Increasein Cash and Cash Equivalents 176,937 81,503
Cash and Cash Equivalents at Beginning of Year 261,310 179,807
________ _______
Cash and Cash Equivalents at End of Year 438,247 261,310
________ ________
1. Group Accounting Policies
Basis of Preparation of Group Financial Statements
The Group Financial Statements have been prepared in accordance with EU-endorsed International Financial Reporting Standards (IFRS),
IFRIC interpretations and the parts of the Companies Act 1985 applicable to companies reporting under IFRS. The Group Financial Statements
have also been prepared under the historical cost convention.
The Company's Financial Statements continue to be prepared under UK GAAP. Therefore the Company's Financial Statements and the
associated notes, together with the Auditor's Report on these Financial Statements, are presented separately from the Group.
Going Concern
The Group Financial Statements have been prepared on the basis that the Group is not a going concern following a decision to cease
trading activities on 28 February 2007. A revised investment strategy will be put to shareholders at the Annual General Meeting. In line
with AIM Rule 15, the Group will then have 12 months from the date of the forthcoming Annual General Meeting to implement its investing
strategy or complete a reverse takeover.
Following the return of capital to Shareholders on 17 March 2008, the Company requires additional working capital in order to fund
existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with
its key shareholders and other providers of finance with a view to a fundraising which, if successful, would involve the publication of a
circular convening an Extraordinary General Meeting to seek the approval of shareholders. In the short term the Company will receive limited
financial support from a substantial shareholder to meet a shortfall against present requirements, however the Directors are not satisfied
the Company will continue to meet its liabilities when they fall due and are carrying out a more detailed investigation to determine the
Company's financial position. In the absence of alternative sources of finance the Company may not be able to continue to operate.
First-Time Adoption of International Financial Reporting Standards (IFRS)
The Group has adopted IFRS for the first time in its Financial Statements.
The Group has applied IFRS 1 "First-time Adoption of International Financial Reporting Standards" to provide a starting point for
reporting under IFRS. The date of transition to IFRS was 1 January 2006, and all comparative information in the Group Financial Statements
has been restated to reflect the Group's adoption of IFRS.
The transition to IFRS reporting has resulted in no changes to equity at 1 January 2006 or at 31 December 2006, and no changes to profit
and loss at 31 December 2007. The Accounting Policies that have been applied in the opening Balance Sheet have also been applied throughout
all periods presented in these Group Financial Statements.
Basis of Consolidation
The Group Financial Statements consolidate the Financial Statements of TV Commerce Holdings PLC and all its subsidiary undertakings made
up to 31 December 2007 accounted for under merger accounting. Profits and losses on intra-group transactions are eliminated on
consolidation. A separate profit and loss for the parent company, TV Commerce Holdings PLC, has been omitted under the provisions of s230 of
the Companies Act 1985.
2 Disposal Group Held for Sale
The assets and liabilities relating to the Group and Company have been presented as held for sale following the approval of the
Group's management and shareholders on 10 August 2007.
Assets Classified as Held for Sale
2007 2006
� �
Disposal group held for sale:
- cash 438,247 -
- debtor 2,888 -
_______ _______
441,135 -
_______ _______
Liabilities Directly Associated with Assets Classified as Held for Sale
2007 2006
� �
Trade and other payables 48,981 -
_______ _______
48,981 -
_______ _______
3 Called-Up Share Capital
Authorised share capital
2007 2006
No No
Ordinary shares of 0.1p each (2006 1p each) 125,000,000 125,000,000
Deferred shares of 0.1p each (2006 nil) 1,125,000,000 -
____________ __________
1,250,000,000 125,000,000
____________ __________
2007 2006
� �
Ordinary shares of 0.1p each (2006 1p each) 125,000 1,250,000
Deferred shares of 0.1p each (2006 nil) 1,125,000 -
________ ________
1,250,000 1,250,000
________ ________
Allotted, called up and fully paid
2007 2006
No No
Ordinary shares of 0.1p each (2006 1p each) 64,179,632 64,179,632
Deferred shares of 0.1p each (2006 nil) 577,616,688 -
__________ _________
641,796,320 64,179,632
__________ _________
2007 2006
� �
Ordinary shares of 0.1p each (2006 1p each) 64,180 641,796
Deferred shares of 0.1p each (2006 nil) 577,616 -
_______ _______
641,796 641,796
_______ _______
Following a resolution passed on 10 August 2007 each Ordinary Share of 1p each was subdivided into 1 new Ordinary Share of 0.1p and 9
Deferred Shares of 0.1p each. The rights attaching to the Deferred Shares are as follows:
(a) no dividend or other distribution shall be paid or made in respect of the Deferred Shares;
(b) the holders of Deferred Shares shall not be entitled to receive notice of, or to attend and vote at any general meeting of the
Company;
(c) on a return of capital, whether on a winding-up or otherwise, the holders of Deferred Shares shall be entitled to receive only the
amount credited as paid up on each share, but only after the holders of each Ordinary Share have received the amount paid up or credited as
paid up on such share, together with a payment of �10,000 per share;
(d) the Company may transfer the shares without making any payment to the holders thereof, to such persons as the Company may
determine, and acquire the same in accordance with the provisions of the Companies Acts at a price of 1p each.
Share Options
The Company had Nil (2006: 2,615,822) share options in existence at the year end. These had been exercisable at a price of 6 pence per
share. However, all of the options were waived on 28 November 2007.
4. Earnings per Share
2007 2006
Discontinued Discontinued operation
operation
� �
Net profit/loss for the period (100,360) 146,200
attributable to ordinary
shareholders
Weighted average number of 64,179,632 64,179,632
shares
Basic earnings per share (0.16) 0.23
There was a share cancellation after the year end as explained in Note 19, which reduced the share capital without a corresponding
change in resources. The weighted average number of shares includes the effect of this cancellation as required by IAS 33, and is therefore
not based on the number of shares outstanding at year end.
5. Events after the Balance Sheet Date
On 23 January 2008, the courts approved a capital reorganisation within the Company. This reduced the authorised share capital of the
Company from �1,250,000 divided into 125,000,000 Ordinary Shares of 0.1p each and 1,125,000,000 Deferred Shares of 0.1p each to �125,000
divided into 125,000,000 Ordinary Shares of 0.1p each and cancelled the share premium account of the Company.
As a result the issued share capital decreased from �641,796 divided into 64,179,932 Ordinary Shares of 0.1p each and 577,616,688
Deferred Shares of 0.1p to �64,180 divided into 64,179,932 Ordinary Shares of 0.1p each.
On 17 March 2008, �399,903.29 was returned to shareholders via a payment of 0.6231p per share in relation to the capital reduction. The
deferred shares were also cancelled and extinguished.
6. Annual General Meeting
The Annual General Meeting of the Company will be held at 46 Worship Street, London EC2A 2EA at 12.00 p.m. on 30 September 2008.
7. Distribution of the Annual Report
A copy of the Annual Report and Financial Statements will be circulated to all shareholders today.
Further copies will be available to the public from the Company Secretary at the Company's registered address at 443 Stroude Road,
Virginia Water, Surrey GU25 4BU.
COMPANY BALANCE SHEET
At 31 December 2007
2007 2006
� �
Current Assets Note
Trade debtors - 492,514
Investments 2 2
Cash at bank and in hand 431,039 -
_______ _______
Total Assets 431,041 492,516
_______ _______
Creditors: amounts falling due within one year
Trade and other creditors 32,491 1
_______ _______
32,491 1
_______ _______
Net Assets 398,550 492,515
_______ _______
Capital and Reserves
Called-up share capital 2 641,796 641,796
Share premium account 624,066 624,066
Profit and loss account (867,312) (773,347)
_______ _______
Shareholder*s funds 398,550 492,515
_______ _______
The Company Financial Statements were approved and authorised for issue by the Board of Directors on 4 September 2008, and were signed
on its behalf by:
Vince Stanzione
Director
1. ACCOUNTING POLICIES
Basis of Preparation of Company Financial Statements
The Company Financial Statements are prepared under the historical cost convention and in accordance with applicable accounting
standards. The Company has elected to take the exemption under section 230 of the Companies Act 1985 from presenting the Parent Company
Income Statement.
Going Concern
The Group Financial Statements have been prepared on the basis that the Group is not a going concern following a decision to cease
trading activities on 28 February 2007. A revised investment strategy will be put to shareholders at the Annual General Meeting. In line
with AIM Rule 15, the Group will then have 12 months from the date of the forthcoming Annual General Meeting to implement its investing
strategy or complete a reverse takeover.
Following the return of capital to Shareholders on 17 March 2008, the Company will require additional working capital in order to fund
existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with
its key shareholders and other providers of finance with a view to a fundraising which, if successful, would involve the publication of a
circular convening an Extraordinary General Meeting to seek the approval of shareholders. In the short term the Company will receive limited
financial support from a substantial shareholder to meet a shortfall against present requirements, however the Directors are not satisfied
the Company will continue to meet its liabilities when they fall due and are carrying out a more detailed investigation to determine the
Company's financial position. In the absence of alternative sources of finance the Company may not be able to continue to operate.
2. Called Up Share Capital
Authorised share capital
2007 2006
No No
Ordinary shares of 0.1p each (2006 1p each) 125,000,000 125,000,000
Deferred shares of 0.1p each (2006 nil) 1,125,000,000 -
____________ __________
1,250,000,000 125,000,000
____________ __________
2007 2006
� �
Ordinary shares of 0.1p each (2006 1p each) 125,000 1,250,000
Deferred shares of 0.1p each (2006 nil) 1,125,000 -
________ ________
1,250,000 1,250,000
________ ________
Allotted, called up and fully paid
2007 2006
No No
Ordinary shares of 0.1p each (2006 1p each) 64,179,632 64,179,632
Deferred shares of 0.1p each (2006 nil) 577,616,688 -
__________ _________
641,796,320 64,179,632
__________ _________
2007 2006
� �
Ordinary shares of 0.1p each (2006 1p each) 64,180 641,796
Deferred shares of 0.1p each (2006 nil) 577,616 -
_______ _______
641,796 641,796
_______ _______
Following a resolution passed on 10 August 2007 each Ordinary Share of 1p each was subdivided into 1 new Ordinary Share of 0.1p and 9
Deferred Shares of 0.1p each. The only rights attached to the Deferred Shares are as follows:
(a) no dividend or other distribution shall be paid or made in respect of the Deferred Shares;
(b) the holders of Deferred Shares shall not be entitled to receive notice of, or to attend and vote at any general meeting of the
Company;
(c) on a return of capital, whether on a winding-up or otherwise, the holders of Deferred Shares shall be entitled to receive only the
amount credited as paid up on each share, but only after the holders of each Ordinary Share have received the amount paid up or credited as
paid up on such share, together with a payment of �10,000 per share;
(d) the Company may transfer the shares without making any payment to the holders thereof, to such persons as the Company may
determine, and acquire the same in accordance with the provisions of the Companies Acts at a price of 1p each.
Share Options
The Company had Nil (2006: 2,615,822) share options in existence at the year end. These had been exercisable at a price of 6 pence per
share. However, all of the options were waived on 28 November 2007.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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