RNS Number:6996D
TSE Group PLC
12 September 2007
For Immediate Release 12 September 2007
TSE GROUP PLC
(formerly Sandford plc)
UNAUDITED INTERIM REPORT FOR THE THREE MONTHS TO 30 JUNE 2007
CHAIRMAN'S STATEMENT
I am pleased to announce TSE Group plc's (the "Company") interim results to 30
June 2007.
On 27 July 2007 we announced the proposed acquisition of Wilton International
Consulting Limited ('Wilton'), including its wholly owned subsidiary TSE
Consulting SA ('TSE'), which was subsequently approved by shareholders in
General Meeting on 20 August 2007. As part of these arrangements the Company's
year-end was moved to 31 December from 31 March and so the next full audited
accounts will be prepared for the 9 months ending 31 December 2007. These
interim results therefore only cover the 3 months to 30 June 2007, although we
have also included the pro-forma accounts for TSE for the 6 months ended 30 June
2007 for information.
During the period, the Company had no trading activities and costs purely
reflect overheads and costs associated with evaluating and negotiating the deal
with Wilton as detailed above.
The pro-forma results for TSE show a significant increase in profitability as
compared to the previous year, a trend I anticipate will continue into the
second half of the year.
I am delighted that after a difficult 18 months we have now managed to put the
past behind us and with the acquisition of Wilton and TSE we can look forward to
the future with confidence. This confidence is further boosted with the
knowledge that the Company's international presence continues to expand, given
that the office in South Africa has now been successfully launched and, as
highlighted in a recent announcement, the establishment of a new office in
Turkey.
The acquisition of TSE brings with it two new directors to the board, Robin
Courage, as Group Chief Executive and Lars Haue-Pedersen. On behalf of Adam
Reynolds, Paul Foulger and myself, I would like to welcome both Lars and Robin
to the board and look forward to expanding the new business via both organic and
acquisition growth.
Neil McClure
Non Executive Chairman
TSE GROUP PLC
INCOME STATEMENT
FOR THE THREE MONTHS ENDED 30 JUNE 2007
Notes Unaudited Unaudited Audited
three months six months year
Ended ended ended
30 June 2007 30 September 31 March
2006 2007
# # #
Revenue - - -
Operating costs (96,544) (105,595) (124,730)
_________ _________ _________
OPERATING LOSS (96,544) (105,595) (124,730)
Finance revenue 6,152 685 -
Finance costs (155) (7,425) -
Settlement of Liabilities - 161,920 247,500
_________ _________ _________
(LOSS) / PROFIT BEFORE TAX (90,547) 49,585 122,770
Taxation - - -
Discontinued Activities - - 104,243
_________ _________ _________
(LOSS) / PROFIT FOR THE YEAR (90,547) 49,585 227,013
_________ _________ _________
(Loss)/Earnings per share
Basic 4 (0.02p) 0.07p 0.3p
Diluted 4 (0.02p) 0.07p 0.3p
_________ _________ _________
TSE GROUP PLC
BALANCE SHEET
AS AT 30 JUNE 2007
Unaudited Unaudited Audited
as at as at as at
30 June 30 September 31 March
2007 2006 2007
# # #
Current assets
Trade and other receivables 98,476 1,175 12,631
Cash and cash equivalents 1,138,061 85,954 203,871
_______ _______ _______
1,236,537 87,129 216,502
Current liabilities
Trade and other payables (100,885) (51,327) (54,553)
________ ________ ________
Net current assets 1,135,652 35,802 161,949
________ ________ ________
Total assets less current liabilities 1,135,652 35,802 161,949
________ ________ ________
Non-current liabilities
Long term payables - (330,000) -
Provision for liabilities and charges (50,000) (40,000) (50,000)
________ ________ ________
1,085,652 (334,198) 111,949
________ ________ ________
Equity
Issued share capital 1,141,900 720,000 1,000,000
Share premium account 1,933,385 1,022,315 1,011,035
Accumulated losses (1,989,633) (2,076,513) (1,899,086)
________ ________ ________
SHAREHOLDERS' FUNDS 1,085,652 (334,198) 111,949
________ ________ ________
TSE GROUP PLC
CASH FLOW STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2007
Unaudited Unaudited Audited
three months six months year
ended ended 30 ended
30 June September 31 March
2007 2006 2007
# # #
Cash flow from operating activities
Loss before taxation (96,544) (105,595) (124,730)
Adjusted for:
Depreciation of tangible assets - - -
(Increase)/decrease in trade and other
receivables (85,845) 77,872 66,416
Increase/(decrease) in trade and other
payables 164,249 78,808 (224,513)
________ ________ ________
Net cash from operating activities (18,140) 51,085 (282,827)
Cash flows from investing activities
Receipts from disposal of subsidiaries - - 1
Cash expended on discontinued activities
of subsidiaries - - (20,112)
Interest received 6,152 685 -
Interest paid (155) (7,425) -
________ ________ ________
Net cash outflow from investing activities 5,997 (6,740) (20,111)
________ ________ ________
Cash flows from financing activities
Issue of shares (net of issue costs) 1,064,250 - 268,720
Redemption of loan notes/new loan notes
issued - (56,667) (82,500)
________ ________ ________
Net cash used in financing activities 1,064,250 (56,667) 186,220
________ ________ ________
Net increase/ (decrease) in cash & cash
equivalents 1,052,107 (117,917) (116,718)
Opening cash & cash equivalents 85,954 203,871 320,589
________ ________ ________
Closing cash & cash equivalents 1,138,061 85,954 203,871
________ ________ ________
TSE GROUP PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2007
Share Share Profit and Total
Capital Premium Loss account equity
# # # #
Balance at the
beginning of the year 1,000,000 1,011,035 (1,899,086) 111,949
Loss for the period - - (90,547) (90,547)
Issue of share capital 141,900 922,350 - 1,064,250
_______ ________ ________ ________
At 30.06.07 1,141,900 1,933,385 (1,989,633) 1,085,652
________ ________ ________ ________
TSE GROUP PLC
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS
1. The financial information presented in this report has been prepared in
accordance with IAS 34 'Interim Financial Reporting' using accounting
policies that will be used in the preparation of the financial statements
for the period ended 31.12.07. These policies are in accordance with
International Reporting Standards (IFRS) and International Financial
Reporting Interpretations Committee (IFRIC) interpretations that are
expected to be applicable for the period ended 31 December 2007.
The comparative figures included in this report for the six months ended 30
September 2006 are restated for IFRS and are unaudited. The 12 months to 31
March 2007 were prepared under IFRS.
The conversion to IFRS has resulted in presentational adjustments only.
The financial information in this statement does not constitute statutory
accounts under S240 of the Companies Act and was not subject to a formal
review by the auditors. The financial information in respect of the year
ended 31 March 2007 has been extracted from the statutory accounts which
have been filed with the Registrar of Companies. The auditors' report on
those accounts was unqualified and did not contain any statement under
Section 237 of the Companies Act 1985.
The interim financial information has been prepared on the basis of the
accounting policies set out in the Group's statutory accounts for the year
ended 31 March 2007. Fixed annual charges are apportioned to the interim
period on the basis of time elapsed. Other expenses are accrued in
accordance with the same principles used in the preparation of the annual
accounts.
2. In the opinion of the directors, the company has no business or
geographical segments for which disclosure is required under IAS 34
'Interim Financial Reporting'.
3. In the three months ended 30 June 2007, the company has issued the
following number of 0.1p shares to provide additional working capital:
Date No of Shares Price Value Raised
18.04.2007 141,900,000 0.75p #1,064,250
4. Earnings per share has been calculated using the weighted average number of
shares in issue during the relevant financial period. The weighted number
of equity shares in issue and the earnings, being the profit after tax,
are as follows:
Unaudited Unaudited Audited
three months six months year
ended ended ended
30 June 30 September 31 March
2007 2006 2007
Weighted number of equity shares 486,902,192 72,000,000 72,460,300
Effect of employee share
options 122,250 - -
Weighted average number of shares
used in diluted EPS 487,024,442 72,000,000 72,460,300
(Loss)/Profit after tax (90,547) 49,585 227,013
Basic earnings per share (0.02p) 0.07p 0.3p
Diluted earnings per share (0.02p) 0.07p 0.3p
5. On 20th August 2007, Sandford plc acquired the entire issued share capital
of Wilton International Consulting Limited ("WICL") for a total
consideration of #1,919,000, comprising of #950,000 cash and 90,000,000
ordinary shares of 0.1p in Sandford plc. WICL is the owner of TSE
Consulting SA, an international sports consultancy business based in
Lausanne, Switzerland.
As a result of the above transaction, Sandford plc changed its name to TSE
Group plc on the same day.
The results of TSE Consulting SA are not consolidated in the Interim financial
statements but are shown below:
TSE CONSULTING SA
INCOME STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2007
Unaudited Audited
six months ended year ended
30 June 31 December
2007 2006
# #
Revenue 414,094 683,067
Operating costs (273,577) (588,037)
_________ _________
OPERATING PROFIT 140,517 95,030
Finance revenue 1,047 56
Finance costs (3,461) (5,877)
_________ _________
PROFIT BEFORE TAX 138,103 89,209
Taxation (37,288) (21,310)
_________ _________
PROFIT FOR THE PERIOD 100,815 67,899
_________ _________
TSE CONSULTING SA
BALANCE SHEET
AS AT 30 JUNE 2007
Unaudited Audited
as at 30 June as at 31 December
2007 2006
# #
Non-current assets
Tangible assets 13,224 22,382
_______ _______
Current assets 13,224 22,382
Trade and other receivables 203,592 155,504
Cash and cash equivalents 50,444 49,727
_______ _______
254,036 205,231
Current liabilities
Trade and other payables (55,753) (116,921)
_______ _______
Net current assets 198,283 88,310
_______ _______
Total assets less current
liabilities 211,507 110,692
_______ _______
Equity
Issued share capital 41,322 41,322
Retained losses 170,185 69,370
_______ _______
SHAREHOLDERS' FUNDS 211,507 110,692
_______ _______
For further information please contact:
TSE Group plc
Paul Foulger, Finance Director
www.tsegroupplc.com
Tel: 0207 245 1100
Beaumont Cornish Limited
Michael Cornish
Tel: 0207 628 3396
Roland Cornish
Tel: 0207 628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
END
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