Final Results

For immediate release 28 June, 2004 AZURE HOLDINGS PLC PRELIMINARY ANNOUNCEMENT OF RESULTS YEAR ENDED 31 DECEMBER 2003 Chairman's Statement I am pleased to present my report on the Group's activities and financial results for the year ended 31 December 2003. Since the appointment of Raymond Harris and myself to the board on 22 October 2003, the company has been embroiled in events not of its making, namely the prolonged suspension of its dealing facility on AIM caused by short selling. On the other hand, the company has raised an aggregate of £214,893 in the private placing and open offer which took place in December 2003 and February 2004 and has paid all its creditors bar one. The company is now actively seeking an acquisition. Nicolas Greenstone Chairman Consolidated profit and loss account for the year ended 31 December 2003 Year ended Year ended Notes 31 31 December December 2003 2002 £'000 £'000 Turnover - 17 Administrative expenses (86) (1,108) Profit on sale of investments 10 - Operating loss (76) (1,091) Interest receivable and similar income - 2 Amounts written off investments - (1,748) Loss on disposal of subsidiary (16) - undertakings Loss on ordinary activities before (92) (2,837) taxation Taxation 7 - - Loss on ordinary activities after taxation (92) (2,837) Minority interest - (22) Loss for the year (92) (2,859) Loss per share 4 (2.54p) (2.33p) Fully diluted loss per share 4 (2.54p) (2.33p) All of the Group's activities are classed as discontinued. The Group has no recognised gains and losses other than the loss for the year. Consolidated balance sheet as at 31 December 2003 Notes 31 31 December December 2003 2002 £'000 £'000 Fixed Assets Intangible fixed assets - - Tangible fixed assets - - Investments - - - - Current assets Investments - - Debtors 7 126 Cash at bank and in hand 119 - 126 126 Creditors: amounts falling due within one year (59) (209) Net current (liabilities)/assets - (83) Total assets less current liabilities 67 (83) Capital and reserves Called up share capital 5,304 5,004 Share premium account 6 10,241 10,241 Profit and loss account 6 (15,478) (15,328) Equity shareholders' funds 67 (83) Consolidated cash flow statement for the year ended 31 December 2003 Year ended Year ended 31 31 December December 2003 2002 Note £'000 £'000 £'000 £'000 Cash outflow from 5 (76) (723) operating activities Returns on investments and servicing of finance Interest received - 2 - 2 Capital expenditure Purchase of tangible - (27) fixed assets - (27) Acquisitions Acquisition of fixed - (207) asset investments - (207) Disposals Cash disposed of with (1) - subsidiary undertakings (1) - Financing Issue of equity shares 195 265 Share issue costs - (37) 195 228 Increase/(Decrease) in 118 (727) cash in the year Notes to the preliminary announcement for the year ended 31 December 2003 1. Basis of preparation The financial information in this announcement does not constitute statutory financial statements as defined in Section 240 of the Companies Act 1985. The information relating to the year ended 31 December 2002 is an extract from the statutory accounts for that year, which have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified and did not contain any statement under section 237(2) or (3) of the Companies Act 1985. The auditors have indicated that they will issue an unqualified report on the statutory financial statements for the year ended 31 December 2002. Copies of the Company's Report and Financial Statements will be sent to shareholders shortly and will be available at the registered office of the Company: One Great Cumberland Place, London W1H 7AL . 2. Going concern During the year the Group made losses of £92,000 and had net assets at 31 December 2003 of £67,000. On 4 March 2004 the Company raised £19,893 (before expenses) via the placing of 1,989,319 new ordinary shares of 1p each at par. The directors consider that the Company will have sufficient funds to enable the Company to meet its liabilities as they fall due for the foreseeable future. Based on the above, the directors have prepared the financial statements on the going concern basis. The financial statements do not include any adjustments that might arise if this basis was inappropriate. 3. Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings (with the exception of Room Service (UK) Limited) up to date of disposal and have been prepared using both merger accounting principles and acquisition accounting principles. The Company has not presented its own profit and loss account as permitted by Section 230(3) of the Companies Act 1985. The Company's loss for the financial year was £150,000. 4. Loss per share Loss per share are calculated on a net basis using the loss on ordinary activities and the weighted average number of shares detailed below. For fully diluted loss per share, the weighted average number of shares is adjusted for the effect of dilutive share options issued under Group share option schemes. 2003 2002 £'000 £'000 Basic and diluted losses attributable to (92) (2,859) ordinary shareholders Number Number Weighted average number of ordinary shares 3,625,812 1,228,701 Dilutive share options - - Adjusted weighted average number of 3,625,812 1,228,701 ordinary shares Loss per share (2.54p) (233p) Fully diluted loss per share (2.54p) (233p) The losses per share have been calculated as if the share consolidation on 20 October 2003 had occurred on 1 January 2002. 5. Reconciliation of operating loss to net cash outflow from operating activities 31 December 31 December 2003 2002 £'000 £'000 Operating loss (76) (1,091) Depreciation - 34 Decrease in current asset investments - 292 Decrease in debtors 48 308 Decrease in creditors (48) (66) (Decrease)/increase in provisions - (200) Net cash outflow from operating activities (76) (723) 6. Reserves Share Profit and Total premium loss account account £'000 £'000 £'000 At 1 January 2003 10,241 (15,328) (5,087) Loss for the year - (150) (150) At 31 December 2003 10,241 (15,478) (5,237) 7. Taxation Factors affecting taxation: The tax charge for the year does not equate to the loss before tax at the standard rate of corporation tax in the United Kingdom (30%). The differences are explained below: 2003 2002 £'000 £'000 Loss on ordinary activities before taxation (92) (2,837) Loss on ordinary activities multiplied by the (28) (851) standard rate of corporation tax in the United Kingdom of 30% (2002: 30%) Effects of: Expenses not deductible for tax purposes (including - 524 provisions) Difference between depreciation and capital - 10 allowances Addition to losses 28 317 - - 8. Dividends The Directors are not proposing the payment of a dividend in respect of the year ended 31 December, 2003.

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