Final Results

RNS Number : 8728C

TV Commerce Holdings PLC

05 September 2008

 



TV COMMERCE HOLDINGS PLC (THE 'COMPANY')

FINAL RESULTS

TV Commerce Holdings plc is pleased to announce its results for the year ended 31 December 2007.

CHAIRMAN'S STATEMENT

Overview:

The year under review has been one of complete transition from a trading business into an investing company.

On 29 January 2008, in the Company's half-yearly report we explained the background to the closure of TV Commerce Limited due to an unexpected change in the regulations governing the telecommunication and media sector. Since that date, the Board has taken steps to maximise value for shareholders.

On 12 March 2008, the Company announced the payment of 0.6231p per share, in aggregate £399,903.29 to shareholders in relation to the capital reduction.

Following the return of capital to Shareholders on 17 March 2008, the Company requires additional working capital in order to fund existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with its key shareholders and other providers of finance with a view to a fundraising which, if successful, would involve the publication of a circular convening an Extraordinary General Meeting to seek the approval of shareholders. 

Results and Financial Position:

The Group's results for the year ended 31 December 2007 show a loss on ordinary activities before taxation of £100,360 (2006: profit £146,200) on a turnover of £199,724 (2006: £2,293,272). The results for the year derives from interest received less administrative costs of running the Group. The accounts have not been prepared on a going concern basis. Further details are contained in note 1 of the notes to the Financial Statements.

Net assets as at 31 December 2007 were £392,154, compared with £492,514 at the end of 2006 of which the Group had cash resources of £438,247 at 31 December 2007. The cash balance has since been utilised and as at 30 June 2008 was £2,972.  

Whilst the Company receives limited financial support from a substantial shareholder to meet a shortfall against present requirements, the Directors are not satisfied the Company will continue to be able to meet its liabilities when they fall due and are carrying out a more detailed investigation to determine the Company's financial position. In the absence of alternative sources of finance the Company may not be able to continue to operate.

The Company is in discussions with prospective investors regarding a potential fundraising. The outcome of these discussions is not yet known and a further announcement will be made in due course.

The Company did not pay or propose a dividend during the year, but following the AGM held on 10 August 2007, the company applied to the courts for a capital reorganisation within the Company. This was approved on 23 January 2008 and a payment of £399,903.29 at 0.6231p per share was paid in March 2008 in respect of the cancellation of the Deferred Shares.  

Proposed Investing Strategy:

As the Company does not currently trade, it is deemed under the AIM Rules to be an 'Investing Company' and is therefore required to have an investing strategy.

A resolution to be proposed at the Annual General Meeting, deals with obtaining Shareholders' consent to implement an investing strategy pursuant to AIM rule 15.

The Company intends to invest in, participate in joint ventures with or acquire one or more companies or businesses, in the natural resource sector in Africa, (but will consider other geographical areas), where that is considered appropriate.

The Company must undertake an investment which constitutes a reverse takeover (as defined by the AIM Rules) by 29 September 2009 (within 12 months of the date convened for the 2008 Annual General Meeting), after which date the Company's shares will be suspended from trading on AIM for a period of up to six months, then its admission to AIM will be cancelled and funds returned to Shareholders.

The Company will be an active investor and will spread its investments across one or two opportunities which the Directors consider have:

-    an experienced and professional management team; and

-    the ability to add value to TV Commerce in the short and medium term.

The Directors believe that the natural resource sector is capable of delivering attractive levels of investment return and that there are a number of companies in this sector that would benefit from greater access to capital, quoted company profile and support.

When an acquisition has been identified, the Directors will mandate an independent and suitably qualified person with relevant experience to perform due diligence on any potential acquisition. In addition, in the event of a reverse takeover (as defined by the AIM Rules), an executive director with relevant sector experience will be appointed to the Board.

The Directors intend to pursue such investment opportunities and intend to fund them by using a combination of cash, the issue by the Company of new securities and possibly through debt finance as the Directors consider appropriate.

Prospects:

The Company has an immediate requirement for additional working capital in order to fund existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with its key shareholders and other providers of finance with a view to a fundraising which, if successful, would involve the publication of a circular convening a general meeting to seek the approval of shareholders. The Board is optimistic that discussions will lead to a successful outcome.

In the event a fundraising is unsuccessful then the Company will be unable to meet its liabilities as they fall due. In the absence of alternative sources of finance the Company may not be able to continue to operate.

The Group is currently actively seeking investment opportunities. As we have previously affirmed, businesses that could benefit from access to capital markets using an AIM quoted parent company are of particular interest.

Further announcements will be made as and when these matters are resolved. 

Andrew Mintern

Chairman

4 September 2008 

For further information contact:

Vince Stanzione, CEO		TV Commerce Holdings plc		Tel: [phone]
David Newton, Nominated Adviser		Dowgate Capital Advisers Ltd		Tel: [phone]
Neil Badger, Broker		Dowgate Capital Stockbrokers Ltd		Tel: [phone]

  GROUP BALANCE SHEET

At 31 December 2007

	Note	2007	2006
		£	£
Current Assets
Debtors		-	437,094
Cash and cash equivalents		-	261,310
		_______	_______
		-	698,404
Disposal Group Held for Sale	2	441,135	-
		_______	_______
Total Assets		441,135	698,404
		_______	_______
Current Liabilities
Trade and other payables		-	205,890
		______	_______
		-	205,890
		_______	_______
Disposal Group Held for Sale	2	48,981	-
		_______	_______
Total Liabilities		48,981	205,890
		_______	_______
Net Assets		392,154	492,514
		_______	_______
Capital and Reserves attributable to Equity
holders of the Company		£	£
Called-up share capital	3	641,796	641,796
Share premium account		624,066	624,066
Merger reserve		66,351	66,351
Retained earnings		(940,059)	(839,699)
		_______	_______
Total Equity		392,154	492,514
		_______	_______

The Group Financial Statements were approved and authorised for issue by the Board of Directors on 4 September 2008, and were signed on its behalf by:

Vince Stanzione    

Director    

  GROUP INCOME STATEMENT

Year ended 31 December 2007

	Note	2007	2006
		£	£
Discontinued Operations:
Turnover		199,724	2,293,272
Cost of sales		(114,576)	(1,620,262)
		_______	_______
Gross Profit		85,148	673,010
Administration expenses		(238,006)	(529,256)
Other income		38,436	-
		_______	______
Group Operating (Loss)/Profit		(114,422)	143,754
Finance income		14,555	2,446
Finance costs		(493)	-
		_______	______
Finance income – net		14,062	2,446
		_______	______
(Loss)/Profit on Discontinued Operations before Taxation		(100,360)	146,200
Corporation tax expense		-	-
		_______	_______
Profit/(Loss) for the Financial Year		(100,360)	146,200
		_______	_______
Attributable to :
Equity holders of the Company		(100,360)	146,200
		_______	_______
Earnings per Share for Profit from Discontinued Operations
Attributable to the Equity Holders of the Company during the year
Basic and diluted	4	(0.16)	0.23
		_______	_______

  GROUP STATEMENT OF CHANGES IN EQUITY

Year Ended 31 December 2007

	Attributable to equity holders of the Company
	Share	Share	Retained	Merger
	Capital	Premium	Earnings	Reserve	Total
			Account
	£	£	£	£	£
At 1 January 2006	641,796	624,066	(985,899)	66,351	346,314
Profit for the year	-	-	146,200	-	146,200
	_______	_______	_______	_______	_______
At 31 December 2006	641,796	624,066	(839,699)	66,351	492,514
Lossfor the year	-	-	(100,360)	-	(100,360)
	_______	_______	_______	_______	_______
At 31 December 2007	641,796	624,066	(940,059)	66,351	392,154
	_______	_______	_______	_______	_______

  GROUP CASH FLOW STATEMENT

Year Ended 31 December 2007

	Note	2007	2006
		£	£
Cash flows from discontinued operating activities
(Loss)/Profit before taxation and interest on discontinued operations		(100,360)	146,200
Depreciation		-	16,375
Interest received		(14,555)	(2,446)
Interest paid		493	-
Losson disposal of property, plant and equipment		(38,436)	-
(Increase)/decreasein trade and other receivables		423,706	(126,099)
Increase/(decrease)in trade payables		(156,909)	55,761
		________	________
Net cash inflow from discontinued operating activities		113,939	89,791
		________	________
Cash Flows from discontinued Investing Activities
Purchase of property, plant and equipment		-	(10,734)
Proceeds from sale of equipment		48,936	-
Interest received		14,555	2,446
Interest paid		(493)	-
		________	________
Net Cash from/used in discontinuedInvesting Activities		62,998	(8,288)
		________	________
Net Increasein Cash and Cash Equivalents		176,937	81,503
Cash and Cash Equivalents at Beginning of Year		261,310	179,807
		________	_______
Cash and Cash Equivalents at End of Year		438,247	261,310
		________	________

1. Group Accounting Policies

Basis of Preparation of Group Financial Statements

The Group Financial Statements have been prepared in accordance with EU-endorsed International Financial Reporting Standards (IFRS), IFRIC interpretations and the parts of the Companies Act 1985 applicable to companies reporting under IFRS. The Group Financial Statements have also been prepared under the historical cost convention. 

The Company's Financial Statements continue to be prepared under UK GAAP. Therefore the Company's Financial Statements and the associated notes, together with the Auditor's Report on these Financial Statements, are presented separately from the Group.

Going Concern

The Group Financial Statements have been prepared on the basis that the Group is not a going concern following a decision to cease trading activities on 28 February 2007. A revised investment strategy will be put to shareholders at the Annual General Meeting. In line with AIM Rule 15, the Group will then have 12 months from the date of the forthcoming Annual General Meeting to implement its investing strategy or complete a reverse takeover.

Following the return of capital to Shareholders on 17 March 2008, the Company requires additional working capital in order to fund existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with its key shareholders and other providers of finance with a view to a fundraising which, if successful, would involve the publication of a circular convening an Extraordinary General Meeting to seek the approval of shareholders. In the short term the Company will receive limited financial support from a substantial shareholder to meet a shortfall against present requirements, however the Directors are not satisfied the Company will continue to meet its liabilities when they fall due and are carrying out a more detailed investigation to determine the Company's financial position. In the absence of alternative sources of finance the Company may not be able to continue to operate.

First-Time Adoption of International Financial Reporting Standards (IFRS)

The Group has adopted IFRS for the first time in its Financial Statements.

The Group has applied IFRS 1 'First-time Adoption of International Financial Reporting Standards' to provide a starting point for reporting under IFRS. The date of transition to IFRS was 1 January 2006, and all comparative information in the Group Financial Statements has been restated to reflect the Group's adoption of IFRS.

The transition to IFRS reporting has resulted in no changes to equity at 1 January 2006 or at 31 December 2006, and no changes to profit and loss at 31 December 2007. The Accounting Policies that have been applied in the opening Balance Sheet have also been applied throughout all periods presented in these Group Financial Statements.

Basis of Consolidation

The Group Financial Statements consolidate the Financial Statements of TV Commerce Holdings PLC and all its subsidiary undertakings made up to 31 December 2007 accounted for under merger accounting. Profits and losses on intra-group transactions are eliminated on consolidation. A separate profit and loss for the parent company, TV Commerce Holdings PLC, has been omitted under the provisions of s230 of the Companies Act 1985.

2    Disposal Group Held for Sale

    The assets and liabilities relating to the Group and Company have been presented as held for sale following the approval of the Group's management and shareholders on 10 August 2007.

    Assets Classified as Held for Sale

	2007	2006
	£	£
Disposal group held for sale:
- cash	438,247	-
- debtor	2,888	-
	_______	_______
	441,135	-
	_______	_______

    Liabilities Directly Associated with Assets Classified as Held for Sale

	2007	2006
	£	£
Trade and other payables	48,981	-
	_______	_______
	48,981	-
	_______	_______

3    Called-Up Share Capital

    Authorised share capital

	2007	2006
	No	No
Ordinary shares of 0.1p each (2006 1p each)	125,000,000	125,000,000
Deferred shares of 0.1p each (2006 nil)	1,125,000,000	-
	____________	__________
	1,250,000,000	125,000,000
	____________	__________
	2007	2006
	£	£
Ordinary shares of 0.1p each (2006 1p each)	125,000	1,250,000
Deferred shares of 0.1p each (2006 nil)	1,125,000	-
	________	________
	1,250,000	1,250,000
	________	________
Allotted, called up and fully paid
	2007	2006
	No	No
Ordinary shares of 0.1p each (2006 1p each)	64,179,632	64,179,632
Deferred shares of 0.1p each (2006 nil)	577,616,688	-
	__________	_________
	641,796,320	64,179,632
	__________	_________
	2007	2006
	£	£
Ordinary shares of 0.1p each (2006 1p each)	64,180	641,796
Deferred shares of 0.1p each (2006 nil)	577,616	-
	_______	_______
	641,796	641,796
	_______	_______

Following a resolution passed on 10 August 2007 each Ordinary Share of 1p each was subdivided into 1 new Ordinary Share of 0.1p and 9 Deferred Shares of 0.1p each. The rights attaching to the Deferred Shares are as follows:

      (a) no dividend or other distribution shall be paid or made in respect of the Deferred Shares;

 

      (b) the holders of Deferred Shares shall not be entitled to receive notice of, or to attend and vote at any general meeting of the Company;

 

      (c) on a return of capital, whether on a winding-up or otherwise, the holders of Deferred Shares shall be entitled to receive only the amount credited as paid up on each share, but only after the holders of each Ordinary Share have received the amount paid up or credited as paid up on such share, together with a payment of £10,000 per share;

 

      (d) the Company may transfer the shares without making any payment to the holders thereof, to such persons as the Company may determine, and acquire the same in accordance with the provisions of the Companies Acts at a price of 1p each.

    Share Options

The Company had Nil (2006: 2,615,822) share options in existence at the year end. These had been exercisable at a price of 6 pence per share. However, all of the options were waived on 28 November 2007.

4. Earnings per Share

		2007	2006
		Discontinued operation	Discontinued operation
		£	£
Net profit/loss for the period attributable to ordinary shareholders		(100,360)	146,200
Weighted average number of shares		64,179,632	64,179,632
Basic earnings per share		(0.16)	0.23

There was a share cancellation after the year end as explained in Note 19, which reduced the share capital without a corresponding change in resources. The weighted average number of shares includes the effect of this cancellation as required by IAS 33, and is therefore not based on the number of shares outstanding at year end.

5.    Events after the Balance Sheet Date

On 23 January 2008, the courts approved a capital reorganisation within the Company. This reduced the authorised share capital of the Company from £1,250,000 divided into 125,000,000 Ordinary Shares of 0.1p each and 1,125,000,000 Deferred Shares of 0.1p each to £125,000 divided into 125,000,000 Ordinary Shares of 0.1p each and cancelled the share premium account of the Company.  

As a result the issued share capital decreased from £641,796 divided into 64,179,932 Ordinary Shares of 0.1p each and 577,616,688 Deferred Shares of 0.1p to £64,180 divided into 64,179,932 Ordinary Shares of 0.1p each.  

On 17 March 2008, £399,903.29 was returned to shareholders via a payment of 0.6231p per share in relation to the capital reduction. The deferred shares were also cancelled and extinguished.

6. Annual General Meeting

The Annual General Meeting of the Company will be held at 46 Worship Street, London EC2A 2EA at   12.00 p.m. on 30 September 2008.     

7.  Distribution of the Annual Report

A copy of the Annual Report and Financial Statements will be circulated to all shareholders today. 

Further copies will be available to the public from the Company Secretary at the Company's registered address at 443 Stroude Road, Virginia Water, Surrey GU25 4BU.

  COMPANY BALANCE SHEET

At 31 December 2007

		2007	2006
		£	£
Current Assets	Note
Trade debtors		-	492,514
Investments		2	2
Cash at bank and in hand		431,039	-
		_______	_______
Total Assets		431,041	492,516
		_______	_______
Creditors: amounts falling due within one year
Trade and other creditors		32,491	1
		_______	_______
		32,491	1
		_______	_______
Net Assets		398,550	492,515
		_______	_______
Capital and Reserves
Called-up share capital	2	641,796	641,796
Share premium account		624,066	624,066
Profit and loss account		(867,312)	(773,347)
		_______	_______
Shareholder’s funds		398,550	492,515
		_______	_______

The Company Financial Statements were approved and authorised for issue by the Board of Directors on 4 September 2008, and were signed on its behalf by:

Vince Stanzione    

Director

  1.    ACCOUNTING POLICIES

Basis of Preparation of Company Financial Statements

The Company Financial Statements are prepared under the historical cost convention and in accordance with applicable accounting standards. The Company has elected to take the exemption under section 230 of the Companies Act 1985 from presenting the Parent Company Income Statement.

Going Concern

The Group Financial Statements have been prepared on the basis that the Group is not a going concern following a decision to cease trading activities on 28 February 2007. A revised investment strategy will be put to shareholders at the Annual General Meeting. In line with AIM Rule 15, the Group will then have 12 months from the date of the forthcoming Annual General Meeting to implement its investing strategy or complete a reverse takeover.

Following the return of capital to Shareholders on 17 March 2008, the Company will require additional working capital in order to fund existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with its key shareholders and other providers of finance with a view to a fundraising which, if successful, would involve the publication of a circular convening an Extraordinary General Meeting to seek the approval of shareholders. In the short term the Company will receive limited financial support from a substantial shareholder to meet a shortfall against present requirements, however the Directors are not satisfied the Company will continue to meet its liabilities when they fall due and are carrying out a more detailed investigation to determine the Company's financial position. In the absence of alternative sources of finance the Company may not be able to continue to operate.

2.    Called Up Share Capital

       Authorised share capital

	2007	2006
	No	No
Ordinary shares of 0.1p each (2006 1p each)	125,000,000	125,000,000
Deferred shares of 0.1p each (2006 nil)	1,125,000,000	-
	____________	__________
	1,250,000,000	125,000,000
	____________	__________
	2007	2006
	£	£
Ordinary shares of 0.1p each (2006 1p each)	125,000	1,250,000
Deferred shares of 0.1p each (2006 nil)	1,125,000	-
	________	________
	1,250,000	1,250,000
	________	________
Allotted, called up and fully paid
	2007	2006
	No	No
Ordinary shares of 0.1p each (2006 1p each)	64,179,632	64,179,632
Deferred shares of 0.1p each (2006 nil)	577,616,688	-
	__________	_________
	641,796,320	64,179,632
	__________	_________
	2007	2006
	£	£
Ordinary shares of 0.1p each (2006 1p each)	64,180	641,796
Deferred shares of 0.1p each (2006 nil)	577,616	-
	_______	_______
	641,796	641,796
	_______	_______

Following a resolution passed on 10 August 2007 each Ordinary Share of 1p each was subdivided into 1 new Ordinary Share of 0.1p and 9 Deferred Shares of 0.1p each. The only rights attached to the Deferred Shares are as follows:

      (a) no dividend or other distribution shall be paid or made in respect of the Deferred Shares;

 

      (b) the holders of Deferred Shares shall not be entitled to receive notice of, or to attend and vote at any general meeting of the Company;

 

      (c) on a return of capital, whether on a winding-up or otherwise, the holders of Deferred Shares shall be entitled to receive only the amount credited as paid up on each share, but only after the holders of each Ordinary Share have received the amount paid up or credited as paid up on such share, together with a payment of £10,000 per share;

 

      (d) the Company may transfer the shares without making any payment to the holders thereof, to such persons as the Company may determine, and acquire the same in accordance with the provisions of the Companies Acts at a price of 1p each.

    Share Options

The Company had Nil (2006: 2,615,822) share options in existence at the year end. These had been exercisable at a price of 6 pence per share. However, all of the options were waived on 28 November 2007.

 

END

 

 

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