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Brightview PLC (FNS)

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Monday 03 September, 2007

Brightview PLC

Final Results

Brightview PLC
03 September 2007

Date:                    Embargoed until 07.00 hrs, Monday 3 September 2007

Contact:                 Charles Fairbairn (Chairman)
                         Brightview plc
                         Tel:  020 7796 4133 (contact via Hudson Sandler)
                         Corporate Website:

                         Alistair Mackinnon-Musson       Mark Williams
                         Nicola Savage                   Canaccord Adams Limited
                         Hudson Sandler                  Nominated Adviser
                         Tel: 020 7796 4133              Tel: 020 7050 6500
                         Email: [email protected]

                                 Brightview plc

                              Preliminary Results

    Brightview plc announces Preliminary Results for year ended 30 June 2007

Chairman's Statement

The Company has been transformed in the year since the last Preliminary results
announcement by the sales of its main operating divisions. In October 2006 the
Company's Home Gaming division was sold to DM plc and in July 2007 its internet
service provider ('ISP') operations were sold to British Telecommunications plc
('BT'), thereby creating an investing company that was approved by an
Extraordinary General Meeting. The performance of these discontinued trading
operations is set out in my financial review but the highlights were:

                                                                2007                                    2006
Sales                                                         £14.2m                                  £17.9m
Loss before tax                                               £ 2.0m                                   £7.5m
Loss per share                                                  6.0p                                   39.3p
Net debt                                                       £1.3m                                   £3.6m

As a result of the disposals, the Company has current net cash resources today
of approximately £14.0 million. This represents an improvement on the expected
cash position of £13.5 million that was indicated in July 2007.

The Directors are considering ways to maximise shareholder value, including a
potential return of cash to shareholders, for which the Board has appointed
Deloitte and Touche LLP to examine tax-efficient distribution mechanisms.  As a
result of certain warranty conditions in place as part of the disposal of the
ISP operations, £8.1m of cash cannot be distributed until 31 January 2008 and a
decision on distribution will be deferred until the announcement of our Interim
results on 3 March 2008.

The Board also intends to identify and acquire a UK company or business in the
marketing and support services, media or telecoms sectors - areas in which
Brightview has recently operated (although certain competing telecoms activities
have been specifically excluded under the terms of the sale of the ISP to BT).
Any such acquisition would require the approval of shareholders. If the Company
has not made substantial investments by 30 June 2008, the Directors intend to
give the Shareholders the opportunity to vote at an EGM to return any remaining
cash to shareholders.

The Board also proposes to change the Company's name to Finsaga plc at the
Annual General Meeting on 17 October 2007.

The disposal of the ISP operations saw the resignation of David Laurie and David
Stirling and I would like to thank them for their contribution to the Board in
the brief time that I have been Chairman.

I would also like to thank all the ISP staff for their efforts in creating a
successful business, delivering a quality of customer service and technical
support which customers value and are prepared to pay for.

Charles Fairbairn

Financial Review

Year to 30 June                                                            2007                       2006
                                                                          £'000                      £'000
Internet division                                                         1,134                      1,905
Home Gaming                                                               (416)                      2,042
Central costs                                                             (455)                      (300)
Trading profit*                                                             263                      3,647

Amortisation                                                              (650)                    (1,730)
Loss on sale                                                            (1,025)                          -
Impairment                                                                (153)                    (9,072)
Loss before interest                                                    (1,565)                    (7,155)

Trading profit in the year was £0.26 million, (2006: profit £3.65 million).
After the loss on sale of the Home Gaming division and a downward revaluation of
the investment in DM plc to realised value, the result after tax and goodwill
amortisation was a loss of £2.01 million (2006: loss £8.42 million) and the loss
per share on that basis was 6.0p (2006: loss 39.3p).

Home Gaming

The Group's Home Gaming Division was disposed of on 9 October 2006 for a total
consideration of up to £2 million.  The business was acquired by DM plc for an
initial consideration of 7.55 million ordinary shares and deferred consideration
of up to £1 million which was also payable in shares.  These financial
statements reflect the value of the shares which were sold on 4 July 2007 for
£847,000; our waiver of the deferred consideration; and DM plc's waiver of an
orderly marketing arrangement for the consideration shares. This has resulted in
a loss on sale of £1.03 million and goodwill impairment of £0.15 million.

Internet division

The table below analyses the trading of the internet division which formed the
major part of the Group's trading activities in the year.

Year to 30 June                                                            2007                        2006
                                                                          £'000                       £'000
Broadband                                                                10,047                       5,777
Dial up                                                                   2,514                       4,031
Other                                                                     1,346                       1,224
                                                                         13,907                      11,032

Broadband contribution                                                    3,598                       1,845
Dial up contribution                                                      2,264                       3,582
Other net expenses                                                      (3,194)                     (2,440)
                                                                          2,668                       2,987
Broadband amortisation                                                  (1,350)                       (911)
Depreciation                                                              (184)                       (171)
Trading profit*                                                           1,134                       1,905
Goodwill amortisation                                                     (650)                       (650)
Divisional profit                                                           484                       1,255

Broadband investment                                                      1,391                       1,499
Broadband subscribers                                                    61,200                      40,500

*operating loss before goodwill amortisation and goodwill and investment

Brightview's key product during the year was the provision of broadband access,
through its owned and operated brands 'Madasafish' and 'Global Internet' and
through the operation of as a virtual Internet Service Provider
(''vISP''). The Company continued to trade well over the year, with the
broadband subscriber base having grown from 40,500 at 30 June 2006 to 61,200 at
30 June 2007, representing an increase of 51 per cent.

Brightview's pricing in the 'paid-for' broadband sector was competitive, but it
did not seek to compete with the 'free' broadband sector.  On 27 June 2007,, the Company's vISP service, was awarded the status of Which? Best
Broadband Provider, and Brightview has won other prestigious awards in the
period under review reflecting its service excellence.  In March, the Company
announced that it would be providing a further vISP service to the John Lewis
Partnership, through the supply of telephony, broadband and bundled packages to, its online home services division.

The average revenue per user (''ARPU'') for each broadband subscriber rose from
£15.18 in June 2006 to £15.87 in June 2007.  Broadband turnover grew by 74 per
cent in the year, reflecting the growth in both ARPU and the number of
subscribers, while dial up revenue fell by 38 per cent.  Other revenues rose by
9% during the year, helped by the introduction of a voice package that attracted
over 4,000 customers.

Overall, the ISP division made a reduced profit before goodwill amortisation of
£1.13 million (2006 £1.90 million) as the margin on broadband was significantly
lower than that of dial up.


The Group generated operating cash of £1.65 million (2006 £1.88 million). After
interest, tax and capital expenditure, the Group generated £0.57 million (2006:
outflow £0.08 million). This contributed to the decline in net debt to £1.33
million (2006: £3.57 million) but the principal reason was the placing on 21
December 2006, of 23,226,667 ordinary shares at a price of 7.5 pence each.  This
raised £1.69 million net of expenses.  These funds were used to reduce the
Group's indebtedness to Barclays Bank and to provide additional working capital.

Capital re-organisation

On 21 December 2006, the Company sub-divided its issued ordinary shares of 50p
each into one new ordinary share of 1p and one deferred share of 49p.  Each
deferred share was transferred to the Company for nil.  Each unissued ordinary
share was sub-divided into 50 new ordinary shares of 1p each.

Capital reduction

The audited balance sheet of the Company at 30 June 2006 showed a deficit on the
profit and loss account of £6.58 million.  Following approval by shareholders on
21 December 2006, the Company applied to the High Court to reduce the Company's
share capital by cancellation of the deferred shares (£10.58 million) and by
cancelling in its entirety the amount standing to the credit of the share
premium account (£2.45 million); and to credit the amounts over and above the
profit and loss deficit to a new distributable reserve. This reserve, subject to
the protection of the interests of the Company's creditors in accordance with an
undertaking given to the Court, could be used, inter alia, for paying dividends
to shareholders.

The Court approved the application on 2 May 2007.  Following this approval, the
Company amended its Articles of Association to remove any reference to the
deferred shares.


The Group is not required to comply with International Financial Reporting
Standards ('IFRS') when preparing these accounts and has elected not to do so.
It will prepare accounts which comply with IFRS for the year ending 30 June

Post balance sheet event

On 31 July 2007 the ISP business was sold to British Telecommunications plc for
an initial consideration of £16.21 million and subsequently there has been an
additional consideration of £1.02 million in respect of net working capital and
net funds in the business at completion, together with an adjustment for the
actual subscribers at completion.

After the payment of expenses and the repayment of the Group's bank borrowings,
the Group has approximately £14.0 million in cash as at today's date.

Charles Fairbairn
3 September 2007

Consolidated profit and loss account
for the year ended 30 June 2007

                         Note                         2007                                    2006
                                 Discontinued   Continuing       Total   Discontinued   Continuing        Total
                                   operations   operations                 operations   operations
                                         £000         £000        £000           £000         £000         £000

Turnover                   2           14,227            -      14,227         17,937            -       17,937
Cost of sales                        (11,569)            -    (11,569)       (12,069)            -     (12,069)

Gross profit                            2,658            -       2,658          5,868            -        5,868

Administrative expenses
 (including goodwill
  amortisation of
 (2006: £1,730,000), and
 impairment charge of
 £153,000  (2006:
                                      (2,743)        (455)     (3,198)       (12,723)        (300)     (13,023)

Operating loss                           (85)        (455)       (540)        (6,855)        (300)      (7,155)

Loss on disposal of
  subsidiaries             3          (1,025)            -     (1,025)              -            -            -

Loss before interest and
tax                                                            (1,565)                                  (7,155)
Interest receivable and
  similar income                                                    92                                      113
Interest payable                                                 (586)                                    (420)

Loss on ordinary
 before taxation                                               (2,059)                                  (7,462)

Tax on loss on ordinary
 activities                4                                        47                                    (959)

Loss for the financial
  year                                                         (2,012)                                  (8,421)

Loss per ordinary share    5
-  basic                                                        (6.0p)                                  (39.3p)

Fully diluted loss per     5
  ordinary share                                                (6.0p)                                  (39.3p)

The Group had no recognised gains or losses in either year other than those
included in the profit and loss account.

There is no difference, in either year, between the loss for the year and the
loss as stated on an unmodified historical cost basis.

Consolidated balance sheet
at 30 June 2007

                                               Note             2007                      2006
                                                                £000         £000         £000         £000
Fixed assets
Intangible assets - goodwill                                                7,837                    10,487

Tangible assets                                                               380                       302
Investments                                                                   847                         -

                                                                            9,064                    10,789
Current assets
Stock                                                              -                        35
Debtors                                                        2,238                     2,374
Cash at bank                                                   2,203                     2,737

                                                               4,441                     5,146
Creditors: amounts falling due within one
year                                                         (6,007)                   (3,639)

Net current (liabilities)/assets                                          (1,566)                     1,507

Total assets less current liabilities                                       7,498                    12,296

Creditors: amounts falling due after more
than one year                                                                   -                   (4,500)

Net assets                                                                  7,498                     7,796

Capital and reserves
Called up share capital                                                       448                    10,792
Share premium account                                                       1,440                     2,452
Special reserve                                                             3,534                         -
Profit and loss account                                                     2,076                   (5,448)

Equity shareholders' funds                                                  7,498                     7,796

Consolidated cash flow statement
for the year ended 30 June 2007

                                                                 Note                  2007            2006
                                                                                       £000            £000

Net cash inflow from operating activities                        7(a)                 1,648           1,876

Returns on investments and servicing of finance                  7(b)                 (494)           (307)
Taxation                                                                              (299)         (1,345)
Capital expenditure and financial investment                     7(c)                 (287)           (305)

Net cash outflow before management of liquid resources
  and financing                                                                         568            (81)

Financing                                                        7(d)               (1,102)         (1,000)

Decrease in cash in the year                                                          (534)         (1,081)

Reconciliation of net cash flow to movement in net debt
for the year ended 30 June 2007

                                                                 Note                  2007            2006
                                                                                       £000            £000

Decrease in cash in the year                                                          (534)         (1,081)
Repayment of loan notes                                                                 307               -
Repayment of bank borrowings                                                          2,466           1,000

Movement in net funds in the year                                                     2,239            (81)
Net debt at beginning of year                                                       (3,570)         (3,489)

Net debt at end of year                                            8                (1,331)         (3,570)

Notes to the preliminary statement

1         Basis of preparation

The financial statements have been prepared in accordance with applicable
Accounting Standards and under the historical cost accounting rules.

This announcement was approved by the Board of directors on 31 August 2007.

The financial information set out in the announcement has been prepared on the
basis of the accounting policies set out in the statutory accounts of Brightview
plc for the year ended 30 June 2006.

The financial information set out above does not constitute the company's
statutory accounts for the years ended 30 June 2007 or 2006. Statutory accounts
for 2006 have been delivered to the registrar of companies, and those for 2007
will be delivered in due course. The auditors have reported on those accounts;
their report was (i) unqualified, (ii) did not include a reference to any
matters to which the auditors drew attention by way of emphasis without
qualifying their report and (iii) did not contain a statement under section 237
(2) or (3) of the Companies Act 1985.

2      Turnover and segmental information

Turnover which excludes value added tax and transactions between Group companies
represents amounts derived from the provision of value added telecoms services
and provision of internet services. The Group is based in the United Kingdom and
its turnover is to one single geographic destination, the United Kingdom.

                                              Home gaming                     Provision of
                                                                              internet services
                                              2007            2006            2007            2006
                                              £000            £000            £000            £000

Turnover                                      320             6,905           13,907          11,032
(Loss)/profit before interest and tax         (1,594)         (8,410)         29              1,255
Net assets                                    -               6,465           7,498           1,331

Operating (loss)/profit above is stated after charging goodwill amortisation of
£650,000 in 2007 (£650,000 relating to provision of internet services) and
£1,730,000 in 2006 (£650,000 relating to provision of internet services), and
impairment in 2007 of £153,000, relating to the value of the share consideration
received for the home gaming business, and £9,072,000 in 2006 relating to
provision of home gaming services.

3         Loss on disposal of subsidiaries

On 9 October 2006, the Group sold the entire issued share capital in each of the
Winners Club Limited and TPC Telecoms Limited, which contained the trade of the
Home gaming division.  This resulted in a loss on sale as follows:

Proceeds of sale                                                                                          1,000

Net assets - goodwill                                                                                   (2,000)

Cost of disposal                                                                                           (25)

Loss on sale                                                                                            (1,025)

The proceeds of sale were settled by 7,547,170 shares in DM plc which at the
time of disposal had a market value of £1 million.

4         Tax on loss on ordinary activities

(a)        Analysis of charge in year
                                                                                        2007            2006
                                                                                        £000            £000
UK corporation tax
Current tax on income for the year                                                     (154)             731
Adjustments in respect of prior years                                                      -              43

Total current tax                                                                      (154)             774

Deferred tax
Reversal of timing differences                                                           107             185

Tax on loss on ordinary activities                                                      (47)             959

(b)           Factors affecting the tax charge for the current year

The current tax charge for the year is higher than the standard rate of
corporation tax in the UK of 30% (2006: 30%).  The differences are explained
                                                                                         2007            2006
                                                                                         £000            £000
Current tax reconciliation
Loss on ordinary activities before tax                                                (2,059)         (7,462)

Current tax at 30% (2006: 30%)                                                          (618)         (2,239)

Effects of:
Expenses not deductible for tax purposes (primarily goodwill amortisation and
impairment)                                                                               264           3,241
Loss on sale of asset                                                                     307               -
Reversal of timing differences                                                          (107)           (185)
Adjustments to tax charge in respect of previous year                                       -            (43)

Total current tax charge (see above)                                                    (154)             774

5         Loss per ordinary share

Loss per ordinary share has been calculated by dividing the loss for the
financial year of £2,012,000 (2006: loss of £8,421,000) by the weighted average
number of ordinary shares in issue during the year of 33,741,394 (2006:

The adjusted earnings per share excludes goodwill amortisation and impairment to
provide a more accurate assessment of the earnings of the Group and can be
reconciled to the basic earnings per share as follows:
                                                                                         2007            2006
                                                                                         £000            £000

Basic loss                                                                            (2,012)         (8,421)
Goodwill amortisation                                                                     650           1,730
Goodwill impairment                                                                       153           9,072
Loss on sale of assets                                                                  1,025               -

Adjusted basic earnings                                                                 (184)           2,381

Adjusted basic earnings per ordinary share                                             (0.5p)           11.1p

Basic loss per ordinary share                                                          (6.0p)         (39.3p)

There is no difference between earnings per ordinary share and fully diluted
earnings per ordinary share.

6              Dividends

No dividends were paid during the year (2006: £Nil).  The directors do not
recommend the payment of a final dividend.

7         Notes to the cash flow statement

(a)        Reconciliation of operating profit and net cash inflow from operating
                                                                                        2007            2006
                                                                                        £000            £000

Operating loss                                                                         (540)         (7,155)
Depreciation charge                                                                      184             170
Goodwill amortisation and impairment                                                     803          10,802
Decrease/(increase) in debtors                                                           167            (16)
Increase/(decrease) in creditors                                                         956         (1,925)
Movement in stock                                                                         35               -
Share based payment                                                                       43               -

Net cash inflow from operating activities                                              1,648           1,876

(b)        Returns on investments and servicing of finance
                                                                                        2007            2006
                                                                                        £000            £000

Interest received                                                                         92             113
Interest paid on bank loans and loan notes                                             (586)           (420)

                                                                                       (494)           (307)

(c)           Capital expenditure and financial investment
                                                                                        2007            2006
                                                                                        £000            £000

Payments to acquire tangible fixed assets                                              (262)           (255)
Acquisition of Brightview Group Limited                                                    -            (50)
Cost of disposal of home gaming division                                                (25)               -

                                                                                       (287)           (305)

(d)        Financing
                                                                                        2007            2006
                                                                                        £000            £000

Repayment of loan notes                                                                (307)               -
Issue of new shares (net of expenses of £57,000)                                       1,686               -
Bank borrowings                                                                      (2,466)         (1,000)
Restructuring costs                                                                     (15)               -

                                                                                     (1,102)         (1,000)

8         Analysis of movement in net funds

                                                         At 30 June                                At 30 June
                                                               2006            Cash flow                 2007
                                                               £000                 £000                 £000

Cash at bank                                                  2,430                (227)                2,203
Cash on deposit                                                 307                (307)                    -
Loan notes                                                    (307)                  307                    -
Bank loans                                                  (6,000)                2,466              (3,534)

Total                                                       (3,570)                2,239              (1,331)

9         Post balance sheet event

On 25 July 2007, the shareholders of the company approved the sale of the entire
issued share capital of Brightview Group Limited to British Telecommunications
PLC.  Completion of this transaction took place on 31 July 2007.

                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                              

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