Final Results

Evolution Group PLC 4 May 2001 4 May 2001 The Evolution Group PLC ('Evolution') Preliminary Results for the year ended 31 December 2000 Key Financials Group turnover (including Christows for 7 months) £4.82 million Profit on sale of investments £2.47 million Operating loss £0.03 million Retained loss post exceptional items and tax £28.00 million Chairman's Statement Review of the Year This has been an extraordinary period for the Company, during which we have seen violent swings in market sentiment towards the global technology sector. During the year under review the Company raised £54 million in new equity and invested in excess of £27 million in technology and internet related ventures. Following the peak in the technology boom and in dramatically changing market conditions, it quickly became apparent that the focus and disciplines required to create real and sustainable shareholder value, as a technology investor, had fundamentally changed. The Board took the decision in June 2000 to scale back the Company's investment activities, to preserve shareholders' equity and re-engineer our business model. At that stage, it was decided to develop the Company into a regulated technology focused investment and advisory business. The intention of this strategy was to build a modern consolidated technology investment company and private client asset management business. The first major step in this development was completed in November 2000 when The eVestment Company plc acquired by way of merger the Christows group (' Christows'), a Member of the London Stock Exchange. Christows has a private client portfolio management service with significant assets under management and also a successful Open Ended Investment Company ('OEIC') based in Dublin, which manages four distinct OEIC products. Following the merger with Christows and the change of name to EVC Christows PLC, I was appointed Chief Executive of the Group in February 2001, as part of the restructuring of the Group's senior management team. The previous senior management team has now relinquished all executive roles and the new team is in place. I firmly believe that the new management team has the necessary skill-sets and experience to implement our growth strategy. In March 2001, the Board announced the acquisition of Evolution Capital Limited, a well-known and respected research and strategic advisory firm with a strong franchise, focused in several new areas of technology. At that time, it was proposed to change the name of the Company to The Evolution Group PLC. This acquisition was the final stage of a stated strategy that has taken over nine months to realise and provides our group with the skills, disciplines and focused approach to deliver upon the above strategy. I am delighted to welcome Richard Griffiths, James Kenny, and James Chilcott, the founders of Evolution Capital Limited, onto the Board. Exceptional Items Your Board has decided to be prudent with respect to the original eVestment portfolio. The provision against investments of £14.17 million indicated in the trading statement issued on 22 December 2000 has now been increased to £ 23.84 million. The reorganisations arising from the acquisitions of Christows Limited and Capital Exchange Limited have led to a write-off of goodwill of £ 4.91 million, whilst merger expenses of £0.67 million have also been written-off. Total exceptional items in the year amount to £29.43 million. Capital Structure The capital structure of The Evolution Group PLC has, until recently, been very complex given the size of the Company. It was clear that the excessive amounts of warrants and Further Subscription Rights in issue had become a significant overhang in the capital structure of the Group and would continue to be a complication whenever the Company undertook any form of corporate action, and a hindrance to attracting new high calibre staff. At the EGM on 26 March 2001 shareholders approved the early exercises of these dilutive instruments in their entirety, the exercise period closing on 6 April 2001. This was a critical action in developing a clear and presentable shareholding structure, and in that spirit the decision was taken to consolidate the shares. As we continue to build and execute our business model, I believe that it is appropriate to make certain amendments to the Group's share option scheme, including a meaningful expansion of the number of shares available in the option pool. The grant and general use of options will be a key element used to attract, retain and motivate our key people and new hires and, as such, shareholder approval is being sought at the forthcoming Annual General Meeting to give effect to these changes. Board Changes There have been some major changes to the composition of your Board over the past 12 months. Michael Read joined us as Chairman of Christows Limited in February 2001 and brings with him a wealth of experience in private client asset management. As mentioned above Richard Griffiths, James Kenny, and James Chilcott have joined from Evolution Capital. Oliver Vaughan has stepped down from Chairman to Non-Executive Director and John Gunn continues as a Non-Executive director. I currently fulfil the roles of Chief Executive and Chairman. It is the Board's intention to search for a Non-Executive Chairman in line with the Cadbury Report recommendations. Outlook and prospects Market conditions since December have been extremely challenging for our asset management and stockbroking business. We are currently conducting a review of this business and your Board will make the necessary adjustments to align the infrastructure costs with the current market conditions. We are confident that this can become a valuable and profitable business. The firm belief of your Board is that there are still very high returns to be achieved from the investment in and knowledge acquired from, focused, well-researched private technology companies. There is significant value in such knowledge. It is also our belief that the development of these early stage companies in terms of corporate advisory and corporate finance, potential fundraising efforts and analytical support, is crucial in adding further value. These activities are supported by a strong analytical team with a rigorous process in a fully regulated environment. The new name for your company reflects a new set of disciplined operating standards, and describes the evolving nature of the group. I firmly believe that The Evolution Group PLC is now extremely well positioned with a strong balance sheet and the clear capability to deliver on the strategy outlined above. The disciplined bottom-up approach that is now being employed within the company is crucial to the implementation of our targets. Once again, the quality and attitude of people is the vital factor in achieving success and I would take this opportunity to thank all our employees for their endeavours in what has been a challenging year. A.C.W. Snow Chairman 4 May 2001 Consolidated Profit and Loss Account for the year ended 31 December 2000 Year ended Year ended 31 December 2000 31 December 1999 £'000 £'000 £'000 £'000 Note Turnover Continuing operations 368.9 438.5 Acquisitions 4451.6 - 4,820.5 438.5 Commissions payable (1,492.5) (53.5) Gross profit 3,328.0 385.0 Administrative expenses (5,888.8) (380.8) Profit on sale of investments 2,471.1 146.1 Other operating income 60.1 90.1 Operating (loss) / profit Continuing operations (358.6) 240.4 Acquisitions 329.0 - (29.6) 240.4 Write off of goodwill on reorganisation -continuing (4,919.3) (73.3) Amounts written off investments - continuing (23,839.7) - Merger expenses - continuing (673.7) - Exceptional items (29,432.7) (73.3) (Loss) / profit on ordinary activities before interest (29,462.3) 167.1 Interest receivable and similar income 2,116.2 103.3 Interest payable and similar charges (9.7) - (Loss) / profit on ordinary activities before taxation (27,355.8) 270.4 Taxation (640.4) (62.3) (Loss) / profit for the year (27.996.2) 208.1 Dividends - (80.0) Retained (loss) / profit for the year (27,996.2) 128.1 Basic (loss) / earnings per ordinary 1 share (6.4) 0.2 Diluted (loss) / earnings per ordinary 1 share 0.1 There were no recognised gains or losses other than the loss for the year. Consolidated Balance Sheet at 31 December 2000 31 December 31December 2000 1999 Note £'000 £'000 Fixed assets Intangible assets - 200.7 Tangible assets 633.7 19.3 Investments 2 4,912.6 2,862.9 5,546.3 3,082.9 Current assets Debtors 1,786.2 407.7 Investments 12.1 - Cash at bank and in hand 37,371.1 938.3 39,169.4 1,346.0 Creditors Amounts falling due within one year (3,909.0) (834.3) Net current assets 35,260.4 511.7 Total assets less current liabilities 40,806.7 3,594.6 Creditors Amounts falling due after more than one - (14.5) year Net assets 40,806.7 3,580.1 Capital and reserves Called up share capital 7,742.4 1,192.0 Share premium 54,270.6 1,628.5 Merger reserve 6,030.3 - Profit and loss account (27,236.6) 759.6 Equity shareholders' funds 5 40,806.7 3,580.1 Approved by the Board on 4 May 2001 A. Graham Director Consolidated Cash Flow Statement for the year ended 31 December 2000 Year ended Year ended 31 December 2000 31 December 1999 Note £'000 £'000 £'000 £'000 Net cash (outflow) / inflow from operating activities 3 (1,281.2) 218.6 Returns on investments and servicing of finance Interest received 2,116.2 103.2 Interest paid (9.7) - Income from fixed asset investments 0.2 - Net cash inflow from returns on Investments and servicing of finance 2,106.7 103.2 Taxation Corporation tax paid (241.6) (59.2) Capital expenditure and financial investments Sale of tangible fixed assets 0.5 0.2 Purchase of shares in associate - (9.6) Purchase of tangible fixed assets (342.8) (0.5) Purchase of fixed asset investments (25,942.2) (2,849.0) Sale of fixed asset investments 3,419.2 815.9 Net cash outflow from capital expenditure and financial investments (22,865.3) (2,043.0) Dividends paid (80.0) Acquisitions and disposals Purchase of subsidiaries (387.3) - Net cash acquired with subsidiaries 736.6 - 349.3 Cash outflow before management of liquid resources and financing (21,932.1) (1,860.4) Management of liquid resources Decrease in short term deposits 800.3 1,529.7 Financing Issues of ordinary share capital 59,062.9 (5.3) Expenses of share issue (690.0) - Lease repayments (8.0) 210.0 Net cash inflow from financing 58,364.9 204.7 Increase / (decrease) in cash in the 4 37,233.1 (126.0) year Notes 1. (Loss) / earnings per share The calculation of the basic earnings per share is based on the profit on ordinary activities after tax and on the weighted average number of ordinary shares in issue during the year. The calculation of diluted earnings per share is based on the basic earnings per share adjusted to allow for the issue of shares on the assumed conversion of all dilutive options. Reconciliations of the earnings and weighted average number of shares used in the calculations are set out in the table below. Year ended 31 December 2000 Year ended 31 December 1999 Weighted Weighted average Earnings average Earnings number per Earnings number Per Earnings of share of share shares (pence) £ shares £ (pence) Basic earnings per share (27,996,200) 437,384,198(6.40) 208,100 101,094,447 0.21 Dilutive effect - 153,100,286 of securities Diluted earnings per share 208,100 254,194,733 0.08 The earnings per share and numbers of shares shown above are prior to the recent Share Capital Reorganisation. 2. Fixed asset investments Listed Unlisted Total £'000 £'000 £'000 Cost: At 1 January 2000 332.2 2,530.7 2,862.9 Additions 2,093.9 25,092.2 27,186.1 Acquired on acquisition 7.3 - 7.3 Reclassification on becoming a - (203.5) (203.5) subsidiary Disposals (135.0) (965.5) (1,100.5) Reclassification 134.8 (134.8) - At 31 December 2000 2,433.2 26,319.1 28,752.3 Provisions At 1 January 2000 - - - Increase in provisions 868.0 22,971.7 23,839.7 At 31 December 2000 868.0 22,971.7 23,839.7 Net Book Value At 31 December 2000 1,565.2 3,347.4 4,912.6 At 31 December 1999 332.2 2,530.7 2,862.9 Aggregate market value at 31 3,189.2 December 2000 Included in unlisted investments at 1 January 2000 is an investment in an associate, Christows Holdings Limited (a company incorporated in England) of £ 203,500. During the year the Group acquired the remaining issued share capital of the company. The investment in associate was therefore reclassified as an investment in subsidiary, and was eliminated on consolidation. Unlisted investments include shares in companies traded on the Alternative Investment Market at 31 December 2000, as well as shares not traded on a recognised stock market on that date. 3. Reconciliation of operating loss with net cash flow from operating activities Year ended Year ended 31 December 31 2000 December 1999 £'000 £'000 Operating (29.6) 240.4 (loss) / profit Profit on (2,471.1) (146.1) sale of investments Increase in (12.1) - current asset investments Profit on - 0.2 disposal of fixed assets Share of net - (75.2) profit of associated company Fees paid for - (36.0) non cash consideration Depreciation 152.6 - of tangible fixed assets Merger (673.7) - expenses Goodwill - 15.2 amortised (Increase) / 30.1 (237.5) decrease in other debtors (Increase) / (31.8) (0.1) decrease in prepayments Increase in 103.7 - trade creditors Increase in 1,393.9 253.3 other creditors Increase in 256.8 204.4 accruals and deferred income Net cash (outflow) / inflow from (1,281.2) 218.6 operating activities 4. Reconciliation of net cash flow to movement in net funds Year ended Year ended 31 December 31 December 2000 1999 £'000 £'000 (Decrease) / increase in cash in 37,233.1 (126.0) the year Change in net debt (8.0) 5.3 Cash used to (decrease) / increase (800.3) (1,530.1) liquid resources Movement in net funds in the year 36,424.8 (1,650.8) Net funds at the beginning of the 918.9 2,569.6 year Net funds at the end of the year 37,343.7 918.8 5. Reconciliation of movements in shareholders' funds Year ended Year ended 31 December 31 December 2000 1999 £'000 £'000 (Loss) / profit for the financial (27,996.2) 128.1 year Issues of ordinary share capital 59,192.5 330.0 Merger reserve 6,030.3 - Net increase in shareholders' 37,226.6 458.1 funds Shareholders' funds at the 3,580.1 3,122.0 beginning of the year Shareholders' funds at the end of the year 40,806.7 3,580.1 6. Financial Information The financial information contained in this preliminary announcement does not constitute the group's statutory accounts, as defined in section 240 of the Companies Act 1985, for the years ended 31 December 2000 or 31 December 1999. The accounts for the year ended 31 December 1999 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 December 1999 have been reported on by the company's auditors; the report on these accounts was unqualified and did not contain any statement under section 237 (2) or (3) of the Companies Act 1985. The financial information for the year ended 31 December 2000 has been extracted from the statutory financial statements. These financial statements have not yet been delivered to the Registrar of Companies, nor have the auditors reported on them. The accounts for the year ended 31 December 2000 will be posted to shareholders in due course. Further copies will be available from the registered office of The Evolution Group PLC, 223a Kensington High Street, London W8 6SG.

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