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Nettec PLC (NTC)

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Friday 18 March, 2005

Nettec PLC

Final Results - Replacement

Nettec PLC
18 March 2005


The announcement is being re-released due to the formatting of the original 
announcement (9545J) by RNS. Underlining has been added to the tabular 
information.


Nettec plc

Preliminary Results Announcement

Nettec plc today announces its preliminary results for the year ended 31 
December 2004.

Chairman's Statement

Dear Shareholder

Nettec has made a profit for the year of £253,000 and there has been an increase
in the Group's net assets to £10,393,000 from £10,140,000.

At the start of last year we concluded the litigation with Ablaise and, in
April, the Group received a substantial contribution towards its legal costs.
We also concluded a number of minor matters which resulted from the Group's
former trading activities as well as collecting the final payment due from the
proceeds of sale of the former trading subsidiary.

Following discussion early in 2004 with major shareholders it was decided to put
the company in Members Voluntary Liquidation and to return the assets of the
company, in the form of cash, to shareholders. Prior to the necessary
shareholders' meeting in June there was a significant change in our shareholder
base which resulted in a change in the balance of shareholder votes, and it was
agreed to retain the company as a cash shell and to seek a merger or 
acquisition.

We continue to maintain a low cost base whilst carrying out the responsibilities
and duties associated with being a London Stock Exchange listed public company
with a number of shareholders.

Litigation

No further action has occurred in respect of the patent litigation following the
receipt by the Group of £138,500 of legal costs recovered from the unsuccessful
litigant in April 2004.

The French litigation against Nettec plc by M Boulet, a former employee of the
Group, was expected to result in his appeal being heard in the Paris Appeal
Court during February 2005.  However, as a result of further submissions made by
M Boulet just prior to the scheduled date, the Appeal is not now scheduled to
take place until November 2005 and a decision is unlikely to be announced until
early 2006.  Shareholders will recall that judgement dismissing M Boulet's
original claim was given on 28 October 2003 and Nettec plc was awarded costs of
8,000 euros which M Boulet will have to pay if the first decision is confirmed.

Summary of contingent liabilities position

Further details of the position on those contingent liabilities is set out under
Contingent Liabilities, which is note 20 to the Accounts.  However, a summary of
the position is that your Board is of the view that, on the basis that there is
no further liability in respect of the allegations of patent infringement, the
total potential contingent liabilities are now considered to be approximately
£890,000 and relate exclusively to the claim by M Boulet.

Current Trading Outlook

The Group has no full time employees and operates from serviced premises with a
short term lease.  Although it has no trade there are administrative matters
which require to be addressed as well as the legal matter mentioned above.  The
income from the Group's investments each month is in excess of the normal
monthly running costs before legal costs.  At the present time there are no
legal costs being incurred in the United Kingdom in respect of any litigation.
The running costs which are being incurred relate to the minimum regulatory
costs involved in managing a public company and dealing with any past issues as
and when they arise.


The Future

Most of the cash resources of the Group are invested in liquidity funds managed
by HSBC plc's and Citigroup Inc's asset management subsidiaries.

Your Board has positioned the Group so that it can undertake a merger or
acquisition transaction and take full advantage of its cash resources, Board
experience and its stock market quotation.  During the second half of the year,
the Board reviewed a number of potential acquisitions.  However those
opportunities were, after careful and appropriate additional enquiries, not
considered to offer sufficient prospect of significantly enhancing shareholder
value.

I should like to thank David Shaw, who joined the Board in September 2003 and
who has been of considerable help in concluding various past matters, reducing
the cost base and in managing the Group's financial, regulatory and legal
affairs.  David is leaving the Board at the end of March to pursue his other
business interests.  The new finance director will be Paul Jenkinson who is a
chartered accountant.

In the meantime we continue to keep a tight control on overheads, with minimal
fixed costs, so that we can respond to a range of opportunities.  Your Board has
determined that it would be in shareholders' best interests for the share
quotation to be transferred from a full listing to the London Stock Exchange's
AIM market and we will be making the necessary application shortly.

Jeremy White
18 March 2005


CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2004

                             Continuing   Continuing    Discontinued                   
                             Operations   Operations      Operations                     
                                2004         2003            2003        2003   
                                Total                                    Total   
                                £'000        £'000           £'000       £'000   

Turnover                            -            -           1,139       1,139    
Cost of sales                       -            -          (1,009)     (1,009)  
                               -------      -------         -------     -------
Gross profit                        -            -             130         130      
                               -------      -------         -------     -------                                         
                                 
Exceptional                             
administrative costs                -         (104)           (803)       (907)                                         
                                                                                                                       
Other administrative costs       (236)        (236)         (1,133)     (1,369)                                         
                               -------      -------         -------     -------
Total administrative expenses    (236)        (340)         (1,936)     (2,276)  
                               -------      -------         -------     -------                                         
                                 
Operating loss                   (236)        (340)         (1,806)     (2,146)  
                                                                                                                      
Loss on disposal of                    
subsidiary undertakings             -            -            (370)       (370)                                         
                               -------      -------         -------     -------                 
Loss on ordinary                 
activities before                                                                                                   
interest and taxation            (236)        (340)         (2,176)     (2,516)                                         
                                           
Investment income                 439          371               -         371      
                               -------      -------         -------     -------                                         
Profit/(Loss) on                   
ordinary activities              
before taxation                   203           31          (2,176)     (2,145)                                         
                                                                                 
Taxation                           50            -              58          58       
                               -------      -------         -------     -------                                         
Profit/(Loss) for the            
financial year                    253           31          (2,118)     (2,087)                                         
                               =======      =======         =======     =======                                       
                      Note
Basic and diluted         
earnings/(loss) per                                                                                                 
share                    1      0.21p                                   (1.73)p                                         
                                                 

A note on historical cost profits and losses has not been prepared as part of
these financial statements as the results disclosed in the profit and loss
account are prepared on an unmodified historical cost basis.

No separate statement of total gains and losses has been presented as all such
gains and losses have been dealt with in the profit and loss account.


CONSOLIDATED AND COMPANY BALANCE SHEETS AT 
31 DECEMBER 2004                                 

                         Group         Group        Company        Company 
                          2004          2003           2004           2003 
                         £'000         £'000          £'000          £'000 
                       --------      --------       --------       --------
Fixed assets                                                                                                
Investments                  -             -              -              - 
                       --------      --------       --------       --------
                             -             -              -              - 
                       --------      --------       --------       --------
Current assets                                                                                              
Debtors                     33           677             33            677 
Current asset 
investments             10,520         9,687         10,520          9,687 
Cash at bank and 
in hand                    102           265            102            265 
                       --------      --------       --------       --------
                        10,655        10,629         10,655         10,629 
Creditors : amounts 
falling due within one 
year                      (262)         (489)          (262)          (489) 
                       --------      --------       --------       --------
Net current assets      10,393        10,140         10,393         10,140 
                       --------      --------       --------       --------
Total assets less 
current liabilities     10,393        10,140         10,393         10,140 
                       --------      --------       --------       --------
Net assets              10,393        10,140         10,393         10,140 
                       ========      ========       ========       ========
Capital and reserves                                                                                        
Called up share capital  1,210         1,210          1,210          1,210 
Shares to be issued         78            78             78             78 
Profit and loss account  9,105         8,852          9,105          8,852 
                       --------      --------       --------       --------
Equity shareholders' 
funds                   10,393        10,140         10,393         10,140 
                       ========      ========       ========       ========                                             
                      
                                                                                                     
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR 
ENDED 31 DECEMBER 2004                             
                                                                                                               
                                                    Note    2004           2003 
                                                           £'000          £'000 
                                                                                                               
Net cash inflow/(outflow) from operating activities    2     181         (2,945) 
                                                          -------        -------
Returns on investments                                                                               
Dividends received                                           432            360 
Interest received                                              7             11 
                                                          -------        -------
Net cash inflow from returns on investments                  439            371 
                                                          -------        -------
Taxation                                                                                             
UK corporation tax refund                                     50             58 
                                                          -------        -------
Capital expenditure                                                                                  
Payments to acquire tangible fixed assets                      -            (37) 
                                                          -------        -------
Net cash outflow for capital expenditure                       -            (37) 
                                                          -------        -------
Disposals                                                                                            
Proceeds from disposals of subsidiary undertakings             -              5 
Cash balances of businesses sold                               -           (126) 
                                                          -------        -------
Net cash outflow from disposals                                -           (121) 
                                                          -------        ------- 
                                                          -------        -------

Cash inflow/(outflow) before use of liquid resources         670         (2,674) 
                                                          -------        -------                                        
Management of liquid resources                                                                       
Current asset investments                                   (833)        (9,687) 
                                                          -------        -------
Net cash outflow from management of liquid resources        (833)        (9,687) 
                                                          -------        -------                                        
                                                          -------        -------                                        
Decrease in cash in the year                           3    (163)       (12,361) 
                                                          =======        =======


1 Earnings/(Loss) per share
                                                          2004             2003
                                                         £'000            £'000

Calculation of basic earnings/(loss) per ordinary 
share is based on a profit/(loss) of                       253           (2,087)
                                                       -------           -------
and the average number of ordinary shares in  
issue during the period of                         120,987,564      120,987,564
                                                   -----------       -----------
and, after adjusting for 206,413 outstanding  
share options during the period of                 121,193,977      120,987,564
                                                   -----------       ----------- 

Earnings per ordinary share                              0.21p           (1.73)p
                                                       -------           -------

Diluted earnings per ordinary share                      0.21p           (1.73)p
                                                       -------           -------

2  Reconciliation of operating loss to net cash inflow/(outflow) from 
   operating activities
                                                          2004             2003
                                                         £'000            £'000

Operating loss                                            (236)          (2,146)
Depreciation of tangible fixed assets                        -               35
Decrease in debtors                                        644              841
Decrease in creditors                                     (227)          (1,137)
Decrease in provisions                                       -             (538)
                                                        -------          -------
Net cash inflow/(outflow) from operating activities        181           (2,945)
                                                        -------          -------

3  Analysis of changes in net funds
                               As at 1 January       Cash flow          As at 31
                                          2004                     December 2004
                                                                      
                                         £'000            £'000            £'000

Cash at bank and in hand                   265             (163)             102
Current asset investments                9,687              833           10,520
                                        ------          -------           ------
Total net funds                          9,952              670           10,622
                                        ======          =======           ======                                  

4 Statutory Accounts

The financial information set out above does not comprise the Company's
statutory accounts for the years ended 31 December 2003 and 31 December 2004.
The accounts for the year ended 31 December 2003 have been filed and those for
the year ended 31 December 2004 will be filed with the Registrar of Companies
following the Annual General Meeting. The Company's auditors gave unqualified
reports on the accounts for those periods and the reports did not contain a
statement under section 237 (2) or (3) of the Companies Act 1985.

The Directors are responsible in accordance with the Listing Rules and
applicable United Kingdom accounting standards for preparing and issuing this
preliminary announcement.

5 Financial Statements and Annual General Meeting

Audited financial statements and the annual report will be posted to
shareholders and will be available from the Nettec plc office at 53 Davies
Street, London W1K 5JH. The Annual General Meeting will be held on 25 May 2005.

6 Accounting Policies

The accounting policies adopted in this preliminary announcement are consistent
with the 2004 annual accounts, which are themselves consistent with the 2003
annual accounts.


For further information, please contact:

David Shaw FCA on 07971-165208 or 020-7735-6965



                      This information is provided by RNS
            The company news service from the London Stock Exchange