RNS Number:2803S
Acquisitor PLC
20 November 2003
20 NOVEMBER 2003
ACQUISITOR PLC ("ACQ")
("ACQUISITOR" or "THE COMPANY")
(Ticker: Reuters ACQ.L or Bloomberg: ACQ LN)
ACQUISITOR ANNOUNCES FIRST SET OF FINAL RESULTS SINCE CAPITAL REORGANISATION
The Board of Acquisitor Plc is pleased to announce the Final Results for the
year to 30 September 2003.
HIGHLIGHTS:
* Final results showing net profit #50,081
* Earnings Per Share 1.8p per share
* Net Asset Value #1.1 million (or 39p per share)
* Holdings in Protagona and IndigoVision disposed of profitably.
Commenting on the results Chairman John Radziwill said: "Much time was spent
during the year exploring both the possibilities of raising new capital and
various acquisition and merger targets with the aim of expanding the company's
capital base. We will continue to seek to enhance shareholder value whether
through direct acquisition of undervalued assets or through alternative
strategies including, but not limited to, a possible reverse acquisition or
takeover of another company."
"I thank our shareholders for their continued support and management, and your
board for their continuing efforts."
The above summary should be read in conjunction with the full text of the
following announcement.
Enquiries
Bishopsgate Communications 020 7430 1600
Maxine Barnes/Dominic Barretto
maxine@bishopsgatecommunications.com
Further information on Acquisitor Plc can be found at: www.acquisitor.com.
CHAIRMAN'S STATEMENT
Introduction
On 7 October last year Acquisitor Plc completed the transfer of substantially
all of its assets to Acquisitor Holdings (Bermuda) Ltd. whose shares were
simultaneously listed on AIM and distributed to our shareholders. As a result of
this transfer, Acquisitor Plc was left with net cash of approximately #1
million.
Financial Highlights
For the year ended 30 September 2003, the company recorded a net profit of
#50,081 (EPS 1.8 pence per share) and net assets of approximately #1.1 million
(or 39 pence per share).
The company made a provision for corporate taxes of #488,718 in the year to 30
September 2002. Actual tax paid was #368,437 resulting in a write back to the
profit and loss account of #120,281 this year.
Acquisitions and Disposals
During the year, Acquisitor acquired holdings in Protagona (PTG), Indigo Vision
(IND) and Nettec (NTC). Both Protagona and Indigo Vision were disposed of
profitably, the former as a result of a takeover and the latter primarily
through a capital reduction. During the year, gross profits before expenses and
tax of #257,327 were realised on total acquisition costs of approximately
#792,000 showing a return of 32%.
Commentary and Conclusion
It has always been your board's intention to grow the capital of Acquisitor Plc
following the assets transfer to Acquisitor Holdings (Bermuda) and to this end,
following the EGM held on 29 July 2003, the company increased its authorised
capital and now has the authority to issue up to 125 million new shares free of
statutory pre-emption rights.
Much time was spent during the year exploring both the possibilities of raising
new capital and various acquisition and merger targets with the aim of expanding
the company's capital base. We will continue to seek to enhance shareholder
value whether through direct acquisition of undervalued assets or through
alternative strategies including but not limited to a possible reverse
acquisition or takeover of another company.
I thank our shareholders for their continued support and management and your
board for their continuing efforts.
John Radziwill
Chairman
Acquisitor Plc
Report of Directors
The directors present their report and the audited financial statements for the
year ended 30 September 2003.
Principal activities
The principal activity of the company in the period under review was that of the
acquisition of significant holdings in companies which the directors consider to
be undervalued. The company evaluates potential transactions in a wide spectrum
of sectors, which will typically be UK and continental European quoted
companies.
Results and Dividends
The results for the year ended 30 September 2003 are shown in the profit and
loss account on page 10. The profit for the year after taxation was #50,081
(2002 - profit #747,581). The directors do not recommend the payment of a
dividend.
Directors and their interests
The directors at the balance sheet date and their interests in the company at
that date and at the beginning of the year (or on appointment if later), were as
follows:
Class of share 2003 2002
J S A Radziwill Ordinary 732,500 732,500
C D Soukup Ordinary 742,500 742,500
L O Johnson Ordinary 180,000 180,000
T J C Lovell Ordinary 0 0
C H B Mills Ordinary 435,000 435,000
J S A Radziwill and C D Soukup have a combined interest in 705,000 shares
through their interest in the discretionary fund management arrangements of
Lionheart Group Inc and/or its affiliates, and a combined interest in 27,500
shares held in joint names. C D Soukup also holds 10,000 shares in his own name.
C H B Mills has an interest in 430,000 shares through his interest in North
Atlantic Smaller Companies Investment Trust Plc, and 5,000 shares in his own
name.
The directors do not have any share options.
The directors who served throughout the period were:
J S A Radziwill Served all year
C D Soukup Served all year
L O Johnson Served all year
T J C Lovell Served all year
C H B Mills Served all year
Market purchases of own shares
On 20 December 2002 a resolution was passed giving the company authority to make
market purchases of ordinary shares in the company. The authority expires at the
conclusion of the next Annual General Meeting after the passing of the
resolution or, if earlier, not more than 15 months after the passing of the
resolution. It is the intention of the directors to seek a reapproval of the
authority at the next Annual General Meeting.
Significant shareholdings
The following significant shareholdings at 30 September 2003 have been notified
to the company:
Lionheart Group Inc 24.7%
Scottish Value Trust plc 21.2%
North Atlantic Smaller Companies Investment Trust Plc 15.0%
Framlington Investments Limited 8.7%
Swiss Life (UK) plc 7.7%
Polaris Partners 6.3%
L O Johnson 6.3%
Increase in authorised share capital
Following an EGM held on 29 July 2003 the authorised share capital was increased
to #2,614,285 by the creation of 125,000,000 shares of 2 pence ranking pari
passu in all respects with the existing ordinary shares of 2 pence each of the
company.
At the same meeting the directors were authorised to allot new shares up to a
maximum nominal amount of #2,557,143, and furthermore to do so free of statutory
pre-emption rights. This authority expires at the conclusion of the 2004 annual
general meeting unless renewed at that meeting.
Directors' responsibilities
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period.
In preparing those financial statements, the directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and estimates that are reasonable and prudent;
* state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the company and to
prevent and detect fraud and other irregularities.
Creditor payment policy
The company does not follow any code or standard on the payment of suppliers.
Trade creditor days of the company for the period were 12 days (2002 - 146.0
days), based on the ratio of trade creditors at the end of the year to the
amounts invoiced during the period by trade creditors. This figure was
significantly higher in 2002 as a large number of invoices relating to the
Exceptional items were received at the year end.
Auditors
KPMG Audit Plc are willing to be reappointed as auditors in accordance with the
provisions of section 385 of the Companies Act 1985.
Acquisitor Plc
Profit and loss account
for the year ended 30 September 2003
2003 2002
# #
INCOME FROM OPERATIONS - -
GROSS PROFIT - -
Administrative expenses:
Exceptional items 11,328 (416,492)
Other (372,036) (917,764)
(360,708) (1,334,256)
OPERATING LOSS (360,708) (1,334,256)
Profit on sale of fixed assets 257,327 2,315,523
Other interest receivable and similar 34,663 300,706
income
Interest payable and similar charges (1,482) (69,405)
(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE (70,200) 1,212,568
TAXATION
Tax on profit on ordinary activities 120,281 (464,987)
RETAINED PROFIT FOR THE PERIOD 50,081 747,581
Earnings per share (pence) 1.8 26.2
Diluted earnings per share 1.8 25.0
(pence)
Earnings per share before 1.4 40.7
exceptional items (pence)
Acquisitor Plc
Balance sheet
as at 30 September 2003
2003 2002
# # # #
FIXED ASSETS
Investments 817,047 8,644,357
CURRENTS ASSETS
Cash at bank and in hand 420,572 7,569,634
Prepayments & accrued income 3,211 15,199
423,783 7,584,833
CURRENT LIABILITIES
Creditors falling due within one 142,024 4,273,834
year
Net current assets 281,759 3,310,999
TOTAL ASSETS LESS CURRENT 1,098,806 11,955,356
LIABILITIES
CAPITAL AND RESERVES
Called-up share capital 57,143 57,143
Profit and loss account 1,041,663 11,898,213
1,098,806 11,955,356
Acquisitor Plc
Cash flow statement
for the year ended 30 September 2003
2003 2002
# # # #
Cash flow from operating activities (1,232,060) (816,605)
Returns on investments and servicing
of finance
Interest received 34,663 217,482
Interest paid (1,276) (69,405)
33,387 148,077
Taxation
Payment of corporation tax (368,437) (182,013)
(368,437) (182,013)
Capital expenditure and financial
investment
Purchase of investments (1,609,746) (7,388,357)
Proceeds on disposals of investments 1,050,025 10,617,626
(559,721) 3,229,269
Cash (outflow) / inflow before use (2,126,831) 2,378,728
of liquid resources and financing
Financing
Capital distribution (2,262,273) -
(2,262,273) -
(Decrease)/Increase in cash during (4,389,104) 2,378,728
the period
The Board has convened the Company's 2003 AGM, which will be held will be held
at the offices of Pinsents at Dashwood House, 69 Old Broad Street, London EC2M
1NR on 29th December 2003 at 11.00 a.m. Copies of the Report and Accounts will
be posted by 28th November 2003.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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