Results for the 7 months
RWS Holdings PLC
19 December 2003
19 December 2003
RWS Holdings plc
(formerly Health Media Group plc)
Results for the Seven Months Ended 30 September 2003
RWS Holdings plc today announces results for the seven months ended 30 September
2003.
These results reflect solely the activities of the former Health Media Group
plc. After the period end, on 11 November 2003, Health Media Group plc acquired
Bybrook Limited, the holding company of RWS Group, and the enlarged Group's name
was changed to RWS Holdings plc.
Other than certain expenses incurred in relation to the proposed acquisition of
Bybrook Limited the former Health Media Group did not trade in the period.
Extracts from the Chairman's statement and report of the Directors
The acquisition of Bybrook Limited and other proposals approved at the recent
Extraordinary General Meeting were completed on 11 November 2003. On that date
trading in the share capital of the Company commenced and the share price over
the next few days settled down at a premium of some 10% to the placing price.
The Group changed its accounting period end from 28 February to 30 September,
and is required to produce financial statements for the seven months to 30
September 2003. Other than certain expenses in relation to the acquisition,
which in view of its size constituted a reverse take-over, and the admission to
trading on AIM of the enlarged share capital, the Group did not trade in the
period. The results for the period reveal a loss of £272,000 which amount is
after charging £255,000 being that part of the legal and professional fees
relating to the reversal, share placement and admission to AIM incurred before 1
October 2003.
The Group, with its newly acquired business as market leader in the provision of
intellectual property support services (patent translation and technical
searches) to a wide range of industry sectors, can now look forward positively
to the future.
Results and dividends
The consolidated profit and loss account shows the result for the period. The
directors do not recommend the payment of a dividend.
Principal activities, trading review and future developments
The former Health Media Group Plc is a non-trading holding company and its
subsidiaries are dormant.
The Board recommended the acquisition of Bybrook Limited. Details were included
in a Circular to shareholders that accompanied the Annual Report for the year
ended 28 February 2003. At the Extraordinary General Meeting following the
Annual General Meeting held on 10 November 2003, shareholders approved the
acquisition of Bybrook Limited and other related resolutions proposed at that
meeting.
The Company now has an enlarged share capital which was admitted to the
Alternative Investment Market (AIM) with effect from 11 November 2003, and the
Company changed its name from Health Media Group plc to RWS Holdings plc.
Post balance sheet events
The acquisition of Bybrook Limited, details of which can be found in the
Circular to shareholders accompanying the last Annual Report, the capital
reorganisation with the exception of the proposed capital reduction, the
admission to trading on AIM of the enlarged share capital and the change of name
of the Company were all completed on 11 November 2003.
AS Brode
Chairman
18 December 2003
RWS Holdings plc
(formerly Health Media Group plc)
Consolidated profit and loss account for the seven months ended 30 September
2003
7 months ended Year ended
30 September 28 February
2003 2003
Note £'000 £'000
Turnover - 535
Cost of sales - (497)
----------- -----------
Gross profit - 38
Administrative expenses (272) (1,232)
----------- -----------
Operating loss (272) (1,194)
Profit on disposal of subsidiary
business and assets 2 - 182
Effect of liquidation of subsidiary
undertaking 2 - 891
----------- -----------
Loss on ordinary activities before
interest (272) (121)
Interest receivable - 3
----------- -----------
Loss on ordinary activities before
and after taxation and retained loss for
the period (272) (118)
----------- -----------
Loss per share
Basic 3 (1.2p) (0.5p)
Diluted 3 (1.2p) (0.5p)
All amounts in the current period relate to continuing activities.
All recognised gains and losses are included in the profit and loss account.
RWS Holdings plc
(formerly Health Media Group plc)
Consolidated balance sheet at 30 September 2003
30 September 2003 28 February 2003
Note £'000 £'000
Fixed assets
Investments - -
Current assets
Debtors 18 -
Cash at bank 1 3
Creditors: amounts due
within one year (346) (58)
------------- ------------
Net liabilities (327) (55)
------------- ------------
Capital and reserves
Called up share capital 5,776 5,776
Share premium account 737 737
Other reserves 5,533 5,533
Profit and loss account (12,373) (12,101)
------------- ------------
Shareholders' deficit - equity (327) (55)
------------- ------------
The financial statements were approved by the Board on 18 December 2003.
AS Brode
Director
RWS Holdings plc
(formerly Health Media Group plc)
Consolidated statement of cash flow for the seven months ended 30 September 2003
7 months ended Year ended
30 September 28 February
2003 2003
£'000 £'000
Reconciliation of operating loss to operating
cash flows
Operating loss (272) (1,194)
Depreciation and fixed asset write off - 55
(Increase)/decrease in trade and other
debtors (18) 666
Increase/(decrease) in creditors 288 (84)
------- --------
Net cash outflow from operating activities (2) (557)
------- --------
Cash flow statement
Net cash outflow from operating activities (2) (557)
Returns on investments and servicing of
finance
Interest received - 3
Acquisitions and disposals
Net cash disposed of on liquidation - (115)
Net overdrafts disposed of on sale of
business - 189
Cash proceeds from sale of subsidiary
undertaking - 115
------- -------
- 189
------- --------
Decrease in cash (2) (365)
------- --------
Reconciliation of net cash flow to
movement in net funds
Net funds at beginning of period 3 368
Decrease in cash in the period (2) (365)
------- --------
Net funds at end of period 1 3
------- --------
Analysis of changes in net funds
Cash at bank
At beginning of period 3 368
Cash flow (2) (365)
------- --------
At end of period 1 3
------- --------
RWS Holdings plc
(formerly Health Media Group plc)
Notes to the financial statements
1. Accounting policies
The financial statements have been prepared under the historical cost convention
and are in accordance with applicable accounting standards apart from the
departure referred to below under 'Basis of consolidation'. The following
principal accounting policies have been applied:
Going concern
On 11 November 2003, Bybrook Limited completed its reverse acquisition of RWS
Holdings Plc. As a result of this, the Company will have sufficient funds
injected into it to meet its liabilities as they fall due. As such, the accounts
have been prepared on a going concern basis.
Basis of consolidation
As severe long-term restrictions substantially hinder the rights of the Group
over Pang Health Limited, which is in liquidation, it has been excluded from
consolidation in accordance with Financial Reporting Standard 2, 'Accounting for
subsidiary undertakings'. The Group's investment in Pang Health Limited has been
recorded as £nil.
Further, as a result of the business combination with Pang Management Limited
(formerly Health Media Holdings Limited) and its subsidiary undertakings in 2001
the directors adopted reverse acquisition accounting as a basis of
consolidation. This is in order to reflect the substance of the combination and
to give a true and fair view, which is necessary as the Companies Act 1985 does
not allow this method of accounting. In invoking the true and fair override, the
directors note that reverse acquisition accounting is endorsed under
International Accounting Standard 22 and that the Urgent Issues Task Force of
the UK's Accounting Standards Board considered the subject and concluded that
there are instances where it is right and proper to invoke the true and fair
override in such a way.
2. Exceptional items
The disposal of Pang Health Limited business and assets on 16 August 2002
resulted in an exceptional profit of £182,000.
The effect of the liquidation of Pang Health Limited on 12 September 2002
resulted in an exceptional profit of £891,000.
3. Loss per share
7 months ended Year ended
30 September 28 February
2003 2003
Basic (1.2p) (0.5p)
Diluted (1.2p) (0.5p)
The basic loss per share is based on the loss for the seven month period of
£272,000 (year ended 28 February 2003: £118,000).
The weighted average number of ordinary shares being the average number of
shares in issue during this and the prior period used in the calculation of the
basic and diluted loss per share was 23,104,748.
4. Post balance sheet events
The acquisition of Bybrook Limited, details of which are contained in the
Circular to shareholders accompanying the last Annual Report, the capital
reorganisation with the exception of the proposed capital reduction, the
admission to trading on AIM of the enlarged share capital, and the change of
name of the Company were all completed on 11 November 2003.
The consideration for the acquisition of Bybrook Limited values Bybrook at
£42.0m and was satisfied by the allotment of 37,320,064 New Ordinary Shares.
In the year to 31 March 2003, the continuing Bybrook Limited group generated
operating profits (excluding goodwill amortization) of approximately £4.4m (2002
: £2.9m) from turnover of approximately £25.3m (2002 : £21.2m).
5. Qualified Auditors' opinion arising from limitation in audit evidence
about comparatives
The report of the Auditors' included the following explanation of a limitation
in audit evidence about comparatives:
'In our opinion the financial statements give a true and fair view of the state
of affairs of the Group and the Company as at 30 September 2003 and of its loss
for the period then ended and, except for any adjustments to the comparatives
which might have been found to be necessary had we been able to obtain
sufficient evidence in relation to Pang Health Limited, have been properly
prepared in accordance with the Companies Act 1985.'
This information is provided by RNS
The company news service from the London Stock Exchange
Latest directors dealings
- 19 hours ago Savannah Energy
- 20 hours ago Buccaneer Energy PLC
- 20 hours ago Savannah Energy
- 20 hours ago Carclo
- 21 hours ago Schroder Japan Growth Fund