Final Results

Web-Angel PLC 06 June 2003 web-angel plc Final Results for 12 months ended 31 December 2002 Penny Hughes, Chairman of web-angel plc, said: 'The Group has effectively spent over 12 months as a cash shell reviewing possible options that would meet our shareholders' expectations. I am therefore very pleased that Durlacher has made an Offer which is at a substantial premium to today's share price and a premium to net assets per share as at 31 December 2002 and which allows shareholders to participate in a business in which we have confidence.' - ends - For further information, please contact: web angel plc Nick Tamblyn, 020 70108202 KBC Peel Hunt Ltd Christopher Holdsworth Hunt 020 7418 8990 Jonathan Marren 020 7418 8990 Chairman's statement Introduction As indicated at the time of the half-year results to 30 June 2002, the main focus during the year has been to continue to conserve our cash resources while looking to identify and agree a corporate transaction that will protect and create shareholder value. I am pleased to be able to report, that as announced today, the Boards of Durlacher Corporation plc ('Durlacher') and web-angel have agreed terms of a recommended offer to be made by Nabarro Wells & Co Limited ('Nabarro Wells') on behalf of Durlacher, to acquire the Company's entire issued share capital. Durlacher Offer The offer will be made on the basis of 1 ordinary share of 4p each in Durlacher for every 40 ordinary shares of 1p each of the Company (the 'Offer'). Based upon the closing middle market quotation of Durlacher Shares of 124.0p on 5 June 2003 as derived from the daily official list of the London Stock Exchange, the Offer will value the entire issued share capital of the Company at £4.0 million and will represent a premium of 313 per cent. over the closing middle market quotation of 0.75p for each web-angel Share on 5 June 2003 as derived from the AIM Appendix to the daily official list of the London Stock Exchange. Durlacher is a broad-based investment bank and stockbroker providing a full range of services to corporate and retail clients in a wide range of sectors. It seeks to address the investment banking needs of small to medium sized growth companies and retail clients. The five key operational areas for Durlacher are corporate finance, institutional sales and research, market making, advisory retail broking and fund management. During the course of the year, your board has reviewed a wide range of opportunities with the outcome that it believes this Offer to be the best available opportunity for shareholders for the following reasons: • Participation in Durlacher's, investment banking business; • Durlacher's experienced board of directors and senior management; • Reduction of web-angel's cost base through the retirement of its board and the removal of the costs associated with being a standalone quoted entity; and • The Offer represents a significant premium to web-angels existing market capitalisation and a premium to its net assets per share as at 31 December 2002. Reaching agreement with Durlacher has been helped by the fact that Christopher Stainforth the Chief Executive Officer of Durlacher is well known to members of the Company's Board as he was a Director of the Company up until 14 June 2001. Christopher is the potential discretionary beneficiary via a discretionary employee benefit trust established through Ermgassen & Co in 4,965,290 of the Company's ordinary shares. Accordingly the Board has unanimously recommended the Offer. In addition Durlacher has received irrevocable undertakings to accept the Offer from the web-angel shareholders (including the directors who own shares in the Company) in respect of 84,226,379 Shares representing approximately 64.8 per cent. of the current issued share capital of the Company. The formal Offer Document containing the full terms and conditions of the Offer, and the Form of Acceptance, will be posted by Nabarro Wells on behalf of Durlacher to the Company's Shareholders as soon as possible. Further details of the offer are contained in the announcement made today by Durlacher. Financial Results and Investment portfolio The loss for the year was £759,000 of which £288,000 related to amounts written off investments. This compares to a loss on ordinary activities last year of £22 million. Overheads for the year were reduced to £566,000 compared to £ 1,397,000 last year with a particularly marked reduction during the second half of the year. Cash balances at 31 December 2002 were £2.8 million having fallen by £710,000 during the course of the year. Of this fall £259,000 resulted from a further investment in Delsy Electronic Components AG ('Delsy'), an existing portfolio company, during the first half of the year. The investment portfolio experienced further set backs during the year with only Delsy and I-Control Inc still active, all other investments having been written off. Delsy has continued to rely on the financial support of its existing shareholders while it seeks new investors to support commercial production of its sensors this situation is being kept under review. Management In the event that the Offer is declared or becomes unconditional in all respects the existing board has agreed to resign including myself. All directors other than for Nick Tamblyn, the only executive director, have agreed to resign with no compensation for loss of office. Nick Tamblyn having agreed to take 12 month's contractual entitlement as compensation for loss of office. I would like to thank my fellow directors for their contribution in helping to bring forward this Offer from Durlacher over what has been a difficult period. Outlook The Group has effectively spent over 12 months as a cash shell reviewing possible options that would meet our shareholders' expectations. I am therefore very pleased that Durlacher has made an Offer which is at a substantial premium to today's share price and a premium to net assets per share as at 31 December 2002 and which allows shareholders to participate in a business in which we have confidence. Penny L Hughes Chairman 6 June 2003 Consolidated Profit and Loss Account for the Year Ended 31 December 2002 2002 2001 £'000 £'000 Turnover - 156 Cost of sales - (101) --------- --------- Gross profit - 55 --------- --------- Administrative expenses: Amortisation of goodwill - (1,020) Exceptional impairment of goodwill - (18,525) Other (566) (1,397) --------- --------- (566) (20,942) --------- --------- Operating loss (566) (20,887) Exceptional (loss) / gain on closure of former associate (23) 80 Interest receivable and similar income 118 226 Amounts written off investments (288) (1,414) --------- --------- Loss on ordinary activities before taxation (759) (21,995) Taxation - - --------- --------- Loss on ordinary activities after taxation and retained (759) (21,995) loss for the year ========= ========= Loss per share (note 1) (0.6)p (16.9)p ========= ========= Diluted loss per share (note 1) (0.6)p (16.9)p ========= ========= The results relate to continuing operations Consolidated Balance Sheet at 31 December 2002 2002 2001 £'000 £'000 Fixed assets Intangible assets - - Tangible assets 15 29 Investments 286 164 --------- --------- 301 193 --------- --------- Current assets ---------------- Stocks - 146 Debtors 23 99 Investments - 37 Cash at bank 2,800 3,510 --------- --------- 2,823 3,792 Creditors: amounts falling due within one year (236) (338) --------- --------- Net current assets 2,587 3,454 --------- --------- Total assets less current liabilities and net assets 2,888 3,647 ========= ========= Capital and reserves Called up share capital 4,800 4,800 Share premium account 331 331 Other reserves 608 608 Profit and loss account (2,851) (2,092) --------- --------- Shareholders' funds-equity 2,888 3,647 ========= ========= Consolidated Cash Flow Statement for the Year Ended 31 December 2002 2002 2001 £'000 £'000 Net cash outflow from operating activities (note 2) (464) (1,211) Returns on investments and servicing of finance 110 220 Taxation - - Capital expenditure and financial investment (356) (339) --------- --------- Net cash outflow before financing (710) (1,330) Management of liquid resources 398 3,006 --------- --------- (Decrease)/increase in cash in the year (312) 1,676 ========= ========= Notes: 1. Loss per share and diluted loss per share The loss per share is based on the loss on ordinary activities after taxation, and on the weighted average number of shares in issue during the year of 130,034,650 (2001: 130,034,650). There is no dilutive effect in the current year or in 2001. 2. Reconciliation of Operating Loss to Net Cash Outflow From Operating Activities 2002 2001 £'000 £'000 Operating loss (566) (20,887) Depreciation 14 5 Amortisation of goodwill - 1,020 Exceptional impairment of goodwill - 18,525 Other including exchange - 6 Decrease in debtors 44 373 Decrease in creditors (102) (172) Decrease / (increase) in stocks 146 (81) ---------- --------- Net cash outflow from operating activities (464) (1,211) ---------- --------- 3. The financial information set out above does not constitute statutory accounts, within the meaning of Section 240(5) of the Companies Act 1985, for the years ended 31 December 2002 or 2001. The financial information for 2001 is derived from the statutory accounts for 2001, which have been delivered to the Registrar of Companies. The auditors have reported on the 2001 accounts: their report was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. The statutory accounts for 2002 will be finalised on the basis of the financial information presented by the directors in this announcement and will be delivered to the Registrar of Companies following the company's Annual General Meeting. 4. Copies of this announcement are available from the Company's office at 233 Shaftsbury Avenue, London WC2H 8EE. This information is provided by RNS The company news service from the London Stock Exchange
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