Final Results
AZURE HOLDINGS PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
YEAR ENDED 31 DECEMBER 2004
Chairman's Statement
I am pleased to present my report for the year ended 31 December 2004.
Your Company is still seeking a suitable merger target. During the period, the
Company entered into discussions with an acquisition target but the board could
not agree commercial terms and talks were terminated.
Your board is pursuing other acquisition targets which, owing to their size,
may result in a reverse takeover.
In the meantime, the directors have agreed not to draw their salaries and are
focused on keeping overheads to a minimum.
Nicolas Greenstone
Chairman
23 June 2005
Profit and loss account
for the year ended 31 December 2004
Year ended Year ended
31 31
December December
2004 2003
£'000 £'000
Administrative expenses (345) (86)
Profit on disposal of investments - 10
Operating loss (345) (76)
Loss on disposal of subsidiary undertakings - (74)
Loss on ordinary activities before taxation (345) (150)
Taxation - -
Loss on ordinary activities after taxation (345) (150)
Loss per share (0.86p) (4.14p)
Fully diluted loss per share (0.86p) (4.14p)
The Group has no recognised gains and losses other than the loss for the year.
Balance sheet
as at 31 December 2004
2004 2003
£'000 £'000
Current assets
Debtors 7 7
Cash at bank and in hand 14 119
21 126
Creditors: amounts falling due within one year (90) (59)
Net current (liabilities)/assets (69) 67
Total assets less current liabilities (69) 67
Capital and reserves
Called up share capital 5,475 5,304
Share premium account 10,279 10,241
Profit and loss account (15,823) (15,478)
Equity shareholders' (deficit)/funds (69) 67
Cash flow statement
for the year ended 31 December 2004
2004 2003
£'000 £'000
Cash outflow from operating activities (225) (76)
Financing
Issue of equity shares 120 195
(Decrease)/increase in cash in the year (105) 119
Notes to the preliminary announcement
for the year ended 31 December 2004
1. Basis of preparation
The financial information in this announcement does not constitute statutory
financial statements as defined in Section 240 of the Companies Act 1985. The
information relating to the year ended 31 December 2003 is an extract from the
statutory accounts for that year, which have been delivered to the Registrar of
Companies. The auditors' report on those accounts was unqualified and did not
contain any statement under section 237(2) or (3) of the Companies Act 1985.
The auditors have indicated that they will issue an unqualified report on the
statutory financial statements for the year ended 31 December 2004. Copies of
the Company's Report and Financial Statements will be sent to shareholders
shortly and will be available at the registered office of the Company: One
Great Cumberland Place, London W1H 7AL .
2. Going concern
The financial statements have been prepared on a going concern basis in
accordance with applicable United Kingdom Accounting Standards.
The directors have adopted this basis as they consider that the company has
sufficient working capital to meet its obligations as they fall due.
Chiddingfold Investments Limited, has agreed to fund the company's working
capital requirements for a period until 30 June 2006, to the extent that such
costs are not covered by other fund raisings or reverse acquisition
transactions.
During the year the Company made losses of £345,000 and had net liabilities at
31 December 2004 of £69,000.
The directors continue to actively seek suitable targets for a reverse
acquisition.
The directors have therefore prepared the financial statements on the going
concern basis. The financial statements do not include any adjustments that
might arise if this basis was inappropriate.
3. Basis of consolidation
The consolidated financial statements include the financial statements of the
Company and have been prepared using both merger accounting principles and
acquisition accounting principles.
The Company has not presented its own profit and loss account as permitted by
Section 230(3) of the Companies Act 1985. The Company's loss for the financial
year was £345,000.
4. Loss per share
Loss per share are calculated on a net basis using the loss on ordinary
activities and the weighted average number of shares detailed below.
In calculating fully diluted loss per share, the weighted average number of
shares is adjusted for the effect of dilutive share options issued under Group
share option schemes.
2004 2003
£'000 £'000
Basic and diluted losses attributable to ordinary (345) (150)
shareholders
Number Number
Weighted average number of ordinary shares 39,767,965 3,625,812
Dilutive share options - -
Adjusted weighted average number of ordinary shares 39,767,965 3,625,812
Loss per share (0.86p) (4.14p)
Fully diluted loss per share (0.86p) (4.14p)
5. Reconciliation of operating loss to net cash outflow from operating
activities
2004 2003
£'000 £'000
Operating loss (345) (76)
Decrease in debtors - 48
Increase/(decrease) in creditors 31 (48)
Creditor settled via issue of shares 89 -
Net cash outflow from operating activities (225) (76)
6. Reserves
Share Profit and Total
premium loss account
account £'000
£'000
£'000
At 1 January 2004 10,241 (15,478) (5,237)
Loss for the year - (345) (345)
Issue of shares 38 - 38
At 31 December 2004 10,279 (15,823) (5,544)
7. Taxation
Factors affecting taxation:
The tax charge for the year does not equate to the loss before tax at the
standard rate of corporation tax in the United Kingdom (30%). The differences
are explained below:
2004 2003
£'000 £'000
Loss on ordinary activities before taxation (345) (150)
Loss on ordinary activities multiplied by the (104) (45)
standard rate of corporation tax in the United
Kingdom of 30% (2003: 30%)
Effect of non-deductible expenses and addition to 104 45
tax losses
- -
At 31 December 2004, the company had accumulated tax losses of £817,627 arising
form management expenses and £1,476,749 of capital losses.
8. Dividends
The Directors are not proposing the payment of a dividend in respect of the
year ended 31 December, 2004.
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