Results for the 7 months

RWS Holdings PLC 19 December 2003 19 December 2003 RWS Holdings plc (formerly Health Media Group plc) Results for the Seven Months Ended 30 September 2003 RWS Holdings plc today announces results for the seven months ended 30 September 2003. These results reflect solely the activities of the former Health Media Group plc. After the period end, on 11 November 2003, Health Media Group plc acquired Bybrook Limited, the holding company of RWS Group, and the enlarged Group's name was changed to RWS Holdings plc. Other than certain expenses incurred in relation to the proposed acquisition of Bybrook Limited the former Health Media Group did not trade in the period. Extracts from the Chairman's statement and report of the Directors The acquisition of Bybrook Limited and other proposals approved at the recent Extraordinary General Meeting were completed on 11 November 2003. On that date trading in the share capital of the Company commenced and the share price over the next few days settled down at a premium of some 10% to the placing price. The Group changed its accounting period end from 28 February to 30 September, and is required to produce financial statements for the seven months to 30 September 2003. Other than certain expenses in relation to the acquisition, which in view of its size constituted a reverse take-over, and the admission to trading on AIM of the enlarged share capital, the Group did not trade in the period. The results for the period reveal a loss of £272,000 which amount is after charging £255,000 being that part of the legal and professional fees relating to the reversal, share placement and admission to AIM incurred before 1 October 2003. The Group, with its newly acquired business as market leader in the provision of intellectual property support services (patent translation and technical searches) to a wide range of industry sectors, can now look forward positively to the future. Results and dividends The consolidated profit and loss account shows the result for the period. The directors do not recommend the payment of a dividend. Principal activities, trading review and future developments The former Health Media Group Plc is a non-trading holding company and its subsidiaries are dormant. The Board recommended the acquisition of Bybrook Limited. Details were included in a Circular to shareholders that accompanied the Annual Report for the year ended 28 February 2003. At the Extraordinary General Meeting following the Annual General Meeting held on 10 November 2003, shareholders approved the acquisition of Bybrook Limited and other related resolutions proposed at that meeting. The Company now has an enlarged share capital which was admitted to the Alternative Investment Market (AIM) with effect from 11 November 2003, and the Company changed its name from Health Media Group plc to RWS Holdings plc. Post balance sheet events The acquisition of Bybrook Limited, details of which can be found in the Circular to shareholders accompanying the last Annual Report, the capital reorganisation with the exception of the proposed capital reduction, the admission to trading on AIM of the enlarged share capital and the change of name of the Company were all completed on 11 November 2003. AS Brode Chairman 18 December 2003 RWS Holdings plc (formerly Health Media Group plc) Consolidated profit and loss account for the seven months ended 30 September 2003 7 months ended Year ended 30 September 28 February 2003 2003 Note £'000 £'000 Turnover - 535 Cost of sales - (497) ----------- ----------- Gross profit - 38 Administrative expenses (272) (1,232) ----------- ----------- Operating loss (272) (1,194) Profit on disposal of subsidiary business and assets 2 - 182 Effect of liquidation of subsidiary undertaking 2 - 891 ----------- ----------- Loss on ordinary activities before interest (272) (121) Interest receivable - 3 ----------- ----------- Loss on ordinary activities before and after taxation and retained loss for the period (272) (118) ----------- ----------- Loss per share Basic 3 (1.2p) (0.5p) Diluted 3 (1.2p) (0.5p) All amounts in the current period relate to continuing activities. All recognised gains and losses are included in the profit and loss account. RWS Holdings plc (formerly Health Media Group plc) Consolidated balance sheet at 30 September 2003 30 September 2003 28 February 2003 Note £'000 £'000 Fixed assets Investments - - Current assets Debtors 18 - Cash at bank 1 3 Creditors: amounts due within one year (346) (58) ------------- ------------ Net liabilities (327) (55) ------------- ------------ Capital and reserves Called up share capital 5,776 5,776 Share premium account 737 737 Other reserves 5,533 5,533 Profit and loss account (12,373) (12,101) ------------- ------------ Shareholders' deficit - equity (327) (55) ------------- ------------ The financial statements were approved by the Board on 18 December 2003. AS Brode Director RWS Holdings plc (formerly Health Media Group plc) Consolidated statement of cash flow for the seven months ended 30 September 2003 7 months ended Year ended 30 September 28 February 2003 2003 £'000 £'000 Reconciliation of operating loss to operating cash flows Operating loss (272) (1,194) Depreciation and fixed asset write off - 55 (Increase)/decrease in trade and other debtors (18) 666 Increase/(decrease) in creditors 288 (84) ------- -------- Net cash outflow from operating activities (2) (557) ------- -------- Cash flow statement Net cash outflow from operating activities (2) (557) Returns on investments and servicing of finance Interest received - 3 Acquisitions and disposals Net cash disposed of on liquidation - (115) Net overdrafts disposed of on sale of business - 189 Cash proceeds from sale of subsidiary undertaking - 115 ------- ------- - 189 ------- -------- Decrease in cash (2) (365) ------- -------- Reconciliation of net cash flow to movement in net funds Net funds at beginning of period 3 368 Decrease in cash in the period (2) (365) ------- -------- Net funds at end of period 1 3 ------- -------- Analysis of changes in net funds Cash at bank At beginning of period 3 368 Cash flow (2) (365) ------- -------- At end of period 1 3 ------- -------- RWS Holdings plc (formerly Health Media Group plc) Notes to the financial statements 1. Accounting policies The financial statements have been prepared under the historical cost convention and are in accordance with applicable accounting standards apart from the departure referred to below under 'Basis of consolidation'. The following principal accounting policies have been applied: Going concern On 11 November 2003, Bybrook Limited completed its reverse acquisition of RWS Holdings Plc. As a result of this, the Company will have sufficient funds injected into it to meet its liabilities as they fall due. As such, the accounts have been prepared on a going concern basis. Basis of consolidation As severe long-term restrictions substantially hinder the rights of the Group over Pang Health Limited, which is in liquidation, it has been excluded from consolidation in accordance with Financial Reporting Standard 2, 'Accounting for subsidiary undertakings'. The Group's investment in Pang Health Limited has been recorded as £nil. Further, as a result of the business combination with Pang Management Limited (formerly Health Media Holdings Limited) and its subsidiary undertakings in 2001 the directors adopted reverse acquisition accounting as a basis of consolidation. This is in order to reflect the substance of the combination and to give a true and fair view, which is necessary as the Companies Act 1985 does not allow this method of accounting. In invoking the true and fair override, the directors note that reverse acquisition accounting is endorsed under International Accounting Standard 22 and that the Urgent Issues Task Force of the UK's Accounting Standards Board considered the subject and concluded that there are instances where it is right and proper to invoke the true and fair override in such a way. 2. Exceptional items The disposal of Pang Health Limited business and assets on 16 August 2002 resulted in an exceptional profit of £182,000. The effect of the liquidation of Pang Health Limited on 12 September 2002 resulted in an exceptional profit of £891,000. 3. Loss per share 7 months ended Year ended 30 September 28 February 2003 2003 Basic (1.2p) (0.5p) Diluted (1.2p) (0.5p) The basic loss per share is based on the loss for the seven month period of £272,000 (year ended 28 February 2003: £118,000). The weighted average number of ordinary shares being the average number of shares in issue during this and the prior period used in the calculation of the basic and diluted loss per share was 23,104,748. 4. Post balance sheet events The acquisition of Bybrook Limited, details of which are contained in the Circular to shareholders accompanying the last Annual Report, the capital reorganisation with the exception of the proposed capital reduction, the admission to trading on AIM of the enlarged share capital, and the change of name of the Company were all completed on 11 November 2003. The consideration for the acquisition of Bybrook Limited values Bybrook at £42.0m and was satisfied by the allotment of 37,320,064 New Ordinary Shares. In the year to 31 March 2003, the continuing Bybrook Limited group generated operating profits (excluding goodwill amortization) of approximately £4.4m (2002 : £2.9m) from turnover of approximately £25.3m (2002 : £21.2m). 5. Qualified Auditors' opinion arising from limitation in audit evidence about comparatives The report of the Auditors' included the following explanation of a limitation in audit evidence about comparatives: 'In our opinion the financial statements give a true and fair view of the state of affairs of the Group and the Company as at 30 September 2003 and of its loss for the period then ended and, except for any adjustments to the comparatives which might have been found to be necessary had we been able to obtain sufficient evidence in relation to Pang Health Limited, have been properly prepared in accordance with the Companies Act 1985.' This information is provided by RNS The company news service from the London Stock Exchange

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