RNS Number:5457M
Advance Visual Communications PLC
22 November 2006
Advance Visual Communications PLC
22 November 2006
Preliminary results for the year ended 30 June 2006
Chairman's Statement
Introduction
At the Annual General Meeting of the Company held on 30 December 2005, the
Company adopted the investing strategy to acquire a single company or business
which will benefit from being listed on AIM, which has experienced management
and which has the potential to develop into a substantial company within the
business services sector within Europe.
The Company has now completed the process of disposing of all its interests in
the subsidiaries formerly held.
Results
Losses before and after taxation for the period were #69,500.
The cash balances at the period end were #25,431. We are endeavouring to
minimize the cash outflow.
Post balance sheet event
On 18 September 2006 the Company raised a further #100,000 of capital by way of
a placing of convertible loan stock together with warrants so as to provide
working capital to enable the Company to meet the costs of continuing as a
public company whilst it evaluates investment opportunities.
Prospects
The Board is presently evaluating a number of investment opportunities and looks
forward to reporting to you further with a positive proposal.
Stephen Barclay
Chairman
22 November 2006
Consolidated Profit and Loss Account
for the year ended 30 June 2006
30 June 30 June
2006 2005
# #
Turnover - -
Operating expenses 70,850 61,267
Operating loss (70,850) (61,267)
Interest income 1,342 2,065
Gain on disposal of subsidiaries 8 -
Loss on ordinary activities before taxation (69,500) (59,202)
Taxation - -
Retained loss for the year (69,500) (59,202)
Loss per share - basic and diluted (0.03) p (0.03) p
The Company's turnover and expenses all relate to continuing operations. The Company has no recognised
gains or losses other than the profit for the year, which has been calculated on the historical cost
basis.
Consolidated Balance Sheet
at 30 June 2006
30 June 30 June 30 June 30 June
2006 2006 2005 2005
# # # #
Current assets
Debtors 4,193 5,819
Cash at bank 25,431 95,842
29,624 101,661
Creditors: amounts falling due within one year (26,819) (29,356)
Net current assets 2,805 72,305
Total assets less current liabilities 2,805 72,305
Capital and reserves
Called up share capital 1,684,672 1,684,672
Share premium account 6,640,976 6,640,976
Profit and loss account (8,322,843) (8,253,343)
Shareholders' funds 2,805 72,305
These financial statements were approved by the board of directors on 22
November 2006 and were signed on its behalf by:
S J Barclay
Chairman
Consolidated Reconciliation of Movements in Shareholders' Funds
for the year ended 30 June 2006
Group and Company
Profit Total
Share Share & Loss Shareholders'
Capital Premium Account
Funds
# # # #
Balance at 1 July 2005 1,684,672 6,640,976 (8,253,343) (72,305)
Loss for the year - - (69,500) (69,500)
Balance at 30 June 2006 1,684,672 6,640,976 (8,322,843) 2,805
Consolidated Cash Flow Statement
for the year ended 30 June 2006
30 June 30 June
2006 2005
# #
Cash flow statement
Net cash outflow from operating activities (71,761) (69,222)
Returns on investment and servicing of finance:
Interest received 1,342 2,065
Acquisitions and disposals:
Sale of subsidiaries 8 -
Net cash outflow before financing (70,411) (67,157)
Financing:
Issue of shares - 75,000
(Decrease)/increase in cash (70,411) 7,843
Notes to the Consolidated Cash Flow Statement
for the year ended 30 June 2006
30 June 30 June
2006 2005
# #
Analysis of changes in net funds
Cash at bank
At beginning of year 95,842 87,999
Cashflows (70,411) 7,843
At year end 25,431 95,842
Reconciliation of operating loss to net cash
(outflow) from operating activities
Operating loss (70,850) (61,267)
Decrease/(increase) in debtors 1,626 (5,819)
Decrease in creditors (2,537) (2,136)
Net cash outflow from operating activities (71,761) (69,222)
Reconciliation of net cash outflow to movement
in net funds
(Decrease)/Increase in cash in the year (70,411) 7,843
Change in net funds resulting from cash flows (70,411) 7,843
Movement in net funds for the year (70,411) 7,843
Net funds at 1 July 2005 95,842 87,999
Net funds at 30 June 2006 25,431 95,842
Sale of subsidiaries
Net assets disposed of - -
Gain on disposal 8 -
8 -
Satisfied by
Cash 8 0
Notes to the Financial Statements
1 The financial information incorporated in this announcement does not
constitute full statutory accounts within the meaning of the Companies Act 1985
but is derived from those accounts. Full accounts for the year ended 30 June
2006, upon which CLB Littlejohn Frazer have given an unqualified audit report
will be filed with the Registrar of Companies in due course. This report did not
contain statements under Section 237(2) or (3) of the Companies Act 1985.
2 Loss per Share
The calculation of basic loss per share is based on the loss attributable to
ordinary shareholders divided by the weighted average of ordinary shares in
issue being 230,492,847 (2005: 180,834,584) during the year. As the Company has
incurred a loss for the year, no option or warrant is potentially dilutive, and
hence basic and diluted loss per share are the same.
3 Fixed asset investments
Shares in
Subsidiary
undertakings
#
Cost
At 1 July 2005 11,292
Disposals (11,292)
At 30 June 2006 -
Provisions
At 1 July 2005 11,292
Disposals (11,292)
At 30 June 2006 -
Net book value
At 30 June 2006 -
At 30 June 2005 -
4 Called up share capital
Group and Company
30 June 2006 30 June 2005
No. # No. #
Authorised
Ordinary shares of 0.1p each 845,820,626 845,821 845,820,626 845,821
Deferred shares of 0.9p each 161,575,486 1,454,179 161,575,486 1,454,179
2,300,000 2,300,000
Allotted, issued and fully paid
Ordinary shares of 0.1p each 230,492,847 230,493 230,492,847 230,493
Deferred shares of 0.9p each 161,575,486 1,454,179 161,575,486 1,454,179
1,684,672 1,684,672
Significant shareholders are as disclosed in the Directors' report. There is no
overall controlling party.
The Deferred Shares are non-voting and are not entitled to receive a dividend.
The Deferred Shares shall on a return of assets on a winding up entitle holders
only to a repayment of the amount paid up on each share after payment of the
capital paid up on the Ordinary Shares plus the payment of #10,000,000 per
Ordinary Share.
5 Post balance sheet events
On 28 September 2006 the Company raised #100,000 by the issue of #100,000 of
Convertible Unsecured Loan Notes 2010 ("Loan Notes") together with Warrants in
order to raise working capital for the Company.
The Loan Notes convert into new ordinary shares of the Company at par, 0.1p, at
any time from year one following issue to the fourth anniversary of issue. The
Company may convert the Loan Notes at any time in certain circumstances,
including the acquisition of a company or business by the issue of new ordinary
shares of the Company representing in excess of 30% of the then enlarged share
capital of the Company.
The Warrants entitle the holder to subscribe for 3 new ordinary shares of the
Company at par for every new ordinary share to be issued under conversion of the
Loan Note and may be exercised at any time from year one following issue to the
fifth anniversary of issue or in certain other circumstances, including the
acquisition of a company or business by the issue of new ordinary shares of the
Company representing in excess of 30% of the then enlarged share capital of the
Company.
6 The Registered Office of the Company is 44 Southampton Buildings, London
WC2A 1AP. Copies of the Annual Report and Accounts may be obtained from the
Company Secretary at this address.
7 The Company's Annual General Meeting will be held at 1 Cornhill, London
EC3V 3ND on 18 December 2006 at 11.00 am.
Enquiries:
Shore Capital:
Alex Borrelli 020 7408 4090
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Advance Visual Communications (LSE:ACV)
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