Legendary Investments PLC
15 September 2005
LEGENDARY INVESTMENTS PLC (LEG)
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2005
Chief EXECUTIVE's STATEMENT
REVIEW OF ACTIVITIES
In the year under review, your Company substantially completed the consolidation
of its portfolio. Conservative criteria were applied in order to ensure that the
portfolio valuation reflected market conditions. After considerable effort, both
to realise value for the unlisted investments and to determine the likelihood of
realising value at some future point, the Directors decided that it was prudent
to write off all unlisted investments. These investments were primarily made in
the last dot.com boom era and it is highly unlikely that any value will be
realised from them. The total associated write off amounted to £904,000.
Following the write offs, your Company's investments are now comprised of listed
securities.
In addition, mark to market markdowns of £389,000 were made on listed
investments. Of these markdowns, and as noted in last year's annual report (post
balance sheet event) and the last interim statement, £387,500 of the markdown
was due to Legends Surf Shop Plc being put into administration. In total, write
offs and markdowns amounted to £1,293,000.
Despite the above write offs and markdowns, net losses on investments made by
your Company amounted to only £873,000. This is the direct result of the success
of your Company's short and medium term investments and treasury management
activities. For the year under review these investments and activities generated
net profits of £420,000. These activities are ongoing.
In addition, your Company's cash and current asset investments rose from
£1,219,000 as at the previous year end to £2,798,000 as at the current year end.
Current asset investments comprise short and medium term positions in various
fully listed investments. These assets are readily realisable into cash. The
increase in cash and current asset investments increases the ability of your
Company to be able to take advantage of appropriate opportunities when and as
they arise.
Your Company's drive for efficiency continued. Administrative costs for the year
were reduced from £182,000 for the previous year (excluding the write back of
accruals) to £149,000 for the current year. This reduction of 18% follows on
from a 53% reduction achieved last year and the 26% reduction achieved the year
before. The Directors believe that the current level of administrative costs is
both efficient and maintainable.
Overall, for the year under review, your Company made losses of £1,094,000
compared with losses of £1,052,000 last year.
OUTLOOK
Your Company now has a substantially better quality investment portfolio,
significantly more liquidity and more efficient operations. The write off of all
the unlisted investments, while a difficult decision, was necessary. It draws a
line under investments made during the last dot.com boom and allows sharper
focus on new investments.
The increased liquidity of your Company's portfolio better places it to take
advantage of future investment opportunities. Short and medium term investments
and treasury management activities have proved profitable and are ongoing.
With the portfolio consolidation substantially complete, the success of the
short and medium term investments and treasury management activities and the
administrative costs pared down to an efficient level, the Directors look to the
future with confidence.
Shami Ahmed
Chief Executive
12 September 2005
Registered Office:
2nd Floor
Berkeley Square House
Berkeley Square
London W1J 6BD
For further information please contact:
Zafar Karim Legendary Investments 020 7887 1338
Sarah Wharry Seymour Pierce 020 7107 8000
PROFIT AND LOSS ACCOUNT
for the year ended 31 March 2005
Note 2005 2004
£'000 £'000
Administrative expenses (149) (51)
Net losses on investments (873) (979)
Operating loss 2 (1,022) (1,030)
Interest receivable 8 3
Interest payable (80) (25)
Loss on ordinary activities before taxation (1,094) (1,052)
Taxation 4 - -
Retained loss for the financial period 13 (1,094) (1,052)
Loss per share 5 (0.2p) (0.2p)
- basic and fully diluted
A separate statement of recognised gains and losses has not been prepared as the
Company has no recognised gains or losses in the current or prior period other
than the losses for the periods.
A separate note of historical cost profits and losses has not been prepared as
the practice of marking to market is not considered to be a departure from the
historical cost convention. Accordingly, the figures presented above are
prepared on the historical cost basis.
All activities are continuing.
BALANCE SHEET
for the year ended 31 March 2005
2005 2004
Notes £'000 £'000 £'000 £'000
Fixed assets 6 - -
Tangible assets
Fixed asset investments 7 6 1,357
6 1,357
Current assets 8 26 27
Debtors
Listed investments 9 2,371 807
Cash at bank and in hand 430 412
2,827 1,246
CREDITORS: amounts falling due
within 10 (2,363) (1,039)
one year
Net current ASSETS 464 207
NET ASSETS 470 1,564
Capital and reserves
Called up share capital 11 628 628
Share premium account 12 8,270 8,270
Profit and loss account - deficit 13 (8,428) (7,334)
Equity Shareholders' funds 14 470 1,564
The financial statements were approved by the Board on 12 September 2005
Shami Ahmed
Chairman
CASH FLOW STATEMENT
for the year ended 31 March 2005
Notes £'000 2005 £'000 2004
£'000 £'000
Net cash outflow from operating
activities 15 (148) (127)
Returns on investments and servicing
of finance
Interest received 8 3
Interest paid (80) (25)
(72) (22)
Capital expenditure and financial
investment
Payments to acquire fixed asset
investments - (10)
Payments to acquire current asset
investments (20,615) (30,654)
Receipts from fixed assets 58 481
investments
Receipts from current asset 21,227 30,085
investments
Net cash INFLOW/(outflow) from
investing 670 (98)
activities
Net cash inflow/ (outflow) before
financing 450 (247)
Financing - 485
Issue of shares
Director's loan (435) 410
(435) 895
INCREASE in cash 16 15 648
1 Accounting policies
Accounting convention
The accounts have been prepared in accordance with applicable accounting
standards and under the historical cost convention, modified by the revaluation
of listed investments.
Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is
provided at rates calculated to write off the cost less the estimated residual
value of each asset over its expected useful life, as follows:
Office equipment, furniture and fittings 3 - 4 years
Unlisted fixed asset investments
Unlisted fixed asset investments are stated at the lower of cost, including
acquisition costs, and their estimated realisable value.
Impairment of asset values
Where asset values are impaired, they are written down to their economic value
to the business.
Listed investments
All traded investments, whether classed as fixed or current asset investments,
are marked to market and these are stated at their fair value at the balance
sheet date. This policy results in the profit and loss account including
unrealised profits, which is contrary to the Companies Act 1985. This departure
from the Companies Act 1985 is required for the financial statements to show a
true and fair view. Ownership of investments is recognised when the Company
takes on all the risks and obligations of ownership, irrespective of legal
ownership.
Financial instruments
Where financial instruments, which serve to transfer to the Company
substantially all of the risks and rewards of ownership of the underlying
assets, are acquired the Company immediately recognises the underlying asset and
the associated liability. Any subsequent gains and losses are recognised as they
occur.
Deferred taxation
Deferred tax is recognised in respect of differences between the Group's taxable
profits and its results as stated in the financial statements that have
originated but not reversed at the balance sheet date.
Deferred tax assets are only recognised where there is an expectation that they
will result in a reduction in corporation tax payments in the foreseeable
future.
Deferred tax is measured at the average tax rates that are expected to apply in
the periods in which timing differences are expected to reverse, based on tax
rates and laws that have been enacted or substantially enacted by the balance
sheet date. Deferred tax is measured on a non-discounted basis.
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated
into sterling at the rates of exchange ruling at the accounting date.
Transactions in foreign currencies are recorded at the rate ruling at the date
of the transaction. All differences are taken to profit and loss account.
2 OPERATING LOSS 2005 2004
£'000 £'000
Operating loss for the year ended is stated after charging/(crediting):
Auditors' remuneration 14 12
- statutory audit
Tax services 7 6
- compliance services
Other services 7 6
- company secretarial services
28 24
Depreciation of tangible fixed assets - 3
Write-back of excessive accruals relating to administration
costs - (130)
Unrealised losses on marking to market 520 212
Unrealised losses on write downs of unlisted investments 904 665
Realised (gain)/loss on the disposal of investments (528) 102
3 DIRECTORS 2005 2004
Number Number
Number of employees 2 2
The average number of employees, including directors, during
the period
£'000 £'000
Directors' emoluments 47 49
Aggregate emoluments
Emoluments of highest paid director: 35 35
Remuneration
The Company was charged salary related costs of £27,000 (2004 : £26,000) in
respect of services provided to the Company by a company controlled by S Ahmed.
4 TAX ON PROFIT ON ORDINARY ACTIVITIES 2005 2004
£'000 £'000
Analysis of charge in the period:
Current tax - -
Deferred tax - -
- -
Factors affecting tax charge for period:
The tax assessed for the period is lower than the standard
rate of corporation tax in the UK (30%). The differences are
explained below:
Loss on ordinary activities before tax (1,094) (1,052)
Loss on ordinary activities multiplied by standard rate of
corporation tax in the UK 30% (2004: 30%) (328) (316)
Expenses not deductible for tax purposes 265 234
Income not taxable - (33)
Tax losses carried forward 63 115
Current tax charge for period - -
The reported losses include losses on fixed asset investments which are only
relievable against future capital profits.
As at 31 March 2005 the Company had corporation tax revenue losses of
approximately £5.4 million available to carry forward against future income. No
deferred tax asset is recognised in respect of these losses due to the
uncertainty as to the utilisation of the losses in the foreseeable future.
Future tax charges will be dependent on the split of profits for tax purposes as
between revenue and capital items, and the utilisation of losses incurred to
date.
2005 2004
5 LOSS PER ORDINARY SHARE £'000 £'000
Attributable loss (£'000) (1,094) (1,052)
Average number of ordinary shares in issue ('000) 627,667 534,679
Average number of ordinary shares in issue and over which
options have been granted ('000) 627,667 534,679
Basic loss per share (pence) 0.2p 0.2p
Fully diluted loss per share (pence) 0.2p 0.2p
The fully diluted loss per share takes account of outstanding share options and
warrants, to the extent that they are dilutative.
6 TANGIBLE ASSETS Office
equipment,
furniture
& fittings
£'000
COST 12
At 31 March 2004 and 31 March 2005
DEPRECIATION 12
At 31 March 2004 and 31 March 2005
NET BOOK VALUE -
At 31 March 2005 and 31 March 2004
7 INVESTMENTS Unlisted investments Listed Total
COST/VALUE at cost investments at £'000
£'000 valuation
£'000
At 31 March 2004 2,031 453 2,484
Additions in the year - - -
Disposals - (58) (58)
Mark to market adjustment - (389) (389)
At 31 March 2005 2,031 6 2,037
PROVISIONS
At 31 March 2004 1,127 - 1,127
Movement in the year 904 - 904
At 31 March 2005 2,031 - 2,031
NET BOOK VALUE
At 31 March 2005 - 6 6
At 31 March 2004 904 453 1,357
All listed investments are listed on a recognised stock exchange. The directors
have provided against the cost of the unlisted investments as they believe the
current position best reflects their net realisable values.
8 DEBTORS 2005 2004
£'000 £'000
Trade debtors 21 -
Other debtors - 27
Prepayments and accrued income 5 -
26 27
9 CURRENT ASSET INVESTMENTS 2005 2004
LISTED INVESTMENTS £'000 £'000
Market value as at 31 March 2005 2,371 807
10 CREDITORS: amount falling due within one year 2005 2004
£'000 £'000
Bank overdraft 3 -
Trade creditors 2,277 498
Other creditors 15 21
Accruals 67 84
Directors' loan (note 19) 1 436
2,363 1,039
11 SHARE CAPITAL AND SHARE OPTIONS 2005 2004
£'000 £'000
AUTHORISED 3,000 3,000
3,000,000,000 ordinary shares of £0.001 each
ALLOTTED, CALLED UP AND FULLY PAID
627,667,198 ordinary shares of £0.001 each 628 628
Share options
As at 31 March 2005 200,000,000 (2004 : 125,000,000) unapproved options remained
in issue.
No approved share options have been granted.
The Company has issued warrants in respect of an aggregate of 14,450,000 (2004 :
14,450,000) Ordinary Shares.
12 SHARE PREMIUM ACCOUNT 2005 2004
£'000 £'000
At 31 March 2004 8,270 7,881
Premium on shares issued on 22 March 2005 - 406
Expenses of issue - (17)
At 31 March 2005 8,270 8,270
13 PROFIT AND LOSS ACCOUNT 2005 2004
£'000 £'000
At 1 April 2004 (7,334) (6,282)
Retained loss for the year (1,094) (1,052)
Retained loss carried forward (8,428) (7,334)
14 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 2005 2004
£'000 £'000
Opening shareholders' funds 1,564 2,131
Loss for the financial year (1,094) (1,052)
Received from share issue - 485
Closing shareholders' funds 470 1,564
15 RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW
FROM OPERATING ACTIVITIES 2005 2004
£'000 £'000
Operating loss (1,022) (1,030)
Depreciation of tangible fixed assets - 3
Gains on investments 896 971
Decrease in debtors 1 5
Decrease in creditors (23) (76)
Net cash outflow from operating activities (148) (127)
16 ANALYSIS OF NET (DEBT)/ At 31 March 2004 Cash At 31 March 2005
FUNDS flows
£'000 £'000 £'000
Cash at bank and in hand 412 18 430
Bank overdraft - (3) (3)
412 15 427
Director's loan (436) 435 (1)
(24) 450 426
17 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT £'000
Increase in cash in the year 15
Cash outflow from financing activities 435
Net debt at 31 March 2004 (24)
Net (debt)/ funds at 31 March 2005 426
18 Financial instruments and currency risk
Financial instruments
The Company uses financial instruments in order to minimise the initial monetary
investment required and, for options, to reduce the overall exposure to loss of
the Company. The only financial instruments that the Company uses are as
follows:
(a) options to acquire equity shares in other entities. As at
the year end, the carrying value of options held was £Nil.
(b) 'contracts for differences' whereby the Company acquires the
rights and obligations of ownership of shares, but does not legally own the
shares. As at the year end, the Company had extant contracts in respect of
shares having a market value of £2,219,000. The related obligation as at the
year end was £2,275,000.
Short term debtors and creditors
Short term debtors and creditors have been excluded from all the following
disclosures other than currency risk disclosure.
Interest rate risk
Floating rate financial liabilities of £3,000 (2004: £nil) bear interest at
rates based on LIBOR plus 1-1.5%. Cash at bank earns interest at floating rates
based on LIBOR.
Borrowing facilities
At the year end the Company had no overdraft facility (2004: £nil).
Currency risk
During the year, the Company had no exposure to currency risk.
19 RELATED PARTY TRANSACTIONS
During the year the Company incurred expenditure on behalf of the Chief
Executive and received funding from the Chief Executive. As at the balance sheet
date, the amount lent by the Chief Executive to the Company amounted to £870 (
2004 : £435,750). This sum is interest free and there are no fixed terms for
repayment. The maximum balances outstanding during the year were £Nil owed by
the Chief Executive to the Company and £435,750 owed to the Chief Executive by
the Company.
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