TIDMCAMH
RNS Number : 6141S
Consolidated Asset Mgmt (Hldgs) PLC
21 May 2009
CONSOLIDATED ASSET MANAGEMENT (HOLDINGS) PLC
("CAM" OR THE "COMPANY")
ANNUAL AUDITED RESULTS ANNNOUNCEMENT
FOR THE YEAR TO 31 DECEMBER 2008
NOTICE OF AGM
Consolidated Asset Management (Holdings) plc announces its audited results for
the year ended 31 December 2008.
A full copy of the Company's Report and Accounts can be found at
www.consolidatedassetmanagement.co.uk and copies of the Company's Report and
Accounts are being posted to Shareholders today.
The Company's Annual General Meeting will be held at 58 Queen Anne Street,
London W1G 8HW on Thursday 18 June 2009 at 8.30am.
CHAIRMAN'S STATEMENT
I present below my Chairman's statement to you on your Company's activities for
the year to 31 December 2008.
Overview
The year under review has seen one of the most significant adjustments in world
financial markets, and this has resulted in some fundamental changes to the
structure and business of your Company. One of the most visible changes is that
of the name, which is now Consolidated Asset Management (Holdings) plc (CAM).
In my statement for the year ended 31 December 2007, I noted that we had
experienced a year of change and transition, but 2008 has seen this carried to a
much greater level, leading to a loss for the full year to 31 December 2008 of
GBP9.85m.
The year has been characterised by unparalleled turmoil in the global financial
markets, and with the financial services focus to our businesses, CAM was more
immediately and more directly exposed to the prevailing economic climate than
many other organisations. Indeed, I doubt that many would have predicted that
starting 2008 with interest rates at 5.5% and the pound worth EUR1.36, we would
end the year with interest rates at 2% and the euro close to parity with
sterling.
At the beginning of the year we acquired Independent Investment Associates
Limited (IIA), a high-quality IFA business based at Grange over Sands in
Cumbria, and in May, we completed the purchase of Manchester based Throgmorton
Financial Services Limited (TFS), a broadly-based IFA business.
Both of these acquisitions were in support of our strategy to build an
investment management boutique.
In these volatile financial conditions, the Board has continued to keep the
strategic direction of the business under review, and to reassess the strengths
and weaknesses of the Group. This has resulted in a complete change of
management and Christopher Rowe, CEO, and John Gracey, Finance Director, left
the Company in September.
Simon Banks-Cooper was appointed as Chief Executive in September and the Group
was subsequently restructured with the corporate finance, broking and structured
products business being sold.
The results for the period reflect the difficulties that the Group, in common
with other financially-driven businesses, has faced. In particular, we have
needed to recognise an impairment in the value of our subsidiaries, reflecting
the Board's outlook that markets will continue to remain challenging for some
time to come.
Activities in the period
Our third trading year as an AIM-listed company started with the acquisition in
January of IIA, followed with TFS in May. The combination of these acquisitions,
with a full year contribution from TAM, lifted revenues from continuing
operations from GBP0.5m in 2007 to GBP2.3m for 2008. However, the trading loss
increased from GBP0.4m to GBP1.4m on a comparative basis.
Over the summer months of 2008, it became clear that the gross profit from all
Group businesses was insufficient to meet our overhead requirements. The Board
concluded that the basic business model was unlikely to withstand the severe and
prolonged economic downturn that the country had begun to enter.
Arc Fund Management Limited (AFM) and Arc Equities Limited (AEL), which formed
our corporate finance and advisory business, had experienced a diminishing
appetite amongst the core retail investor base, along with a decline in the
prospective fortunes of their areas of specialism, early-stage companies. As a
result, it proved difficult to generate acceptable returns in these areas. In
July, these commercial considerations precipitated the resignation of AFM as the
fund manager of the Arc Growth Company VCT plc. The Arc European Property Fund
also suffered as investors sought to withdraw funds, following a trend which
afflicted many funds invested in illiquid assets.
Arc Capital & Income plc (ACI), the structured products business, is generally
helped by market volatility. However, such was the wave of sentiment against any
investment connected with equity portfolios, that this also suffered. The
situation was exacerbated by the decision to allow Lehman Brothers to fail,
which caused shock waves across the derivative markets, and where the
repercussions will take some considerable time to settle.
This background necessitated drastic and rapid action by the Board, and the
resultant strategic review culminated in the disposal of three of the
Group businesses, AFM, AE and ACI, in a management buy out to John Gracey, our
former Finance Director.
The Board subsequently decided to change the Company's name to Consolidated
Asset Management (Holdings) plc, and that our strategic focus should be to
concentrate on the wealth management arena.
The acquisitions of IIA and TFS were agreed under significantly healthier market
conditions with more optimistic investment outlooks. We are required to assess
the valuations of our subsidiaries at the period end, based on their current
projections and forecasts. These are driven primarily from a pragmatic
assessment of their prospective performance, which has led to a value impairment
of some GBP6.55m.
Simon Banks-Cooper, our new Chief Executive, has a challenging task of
refocusing the Company in the current difficult market conditions.
However, we are fortunate to have the support of Mayfair Limited through this
difficult period. In October, Mayfair invested GBP676,009 in exchange for
24,470,933 shares thus facilitating the reorganisation at that time, and has
invested significant further funds since the end of the period.
Activities post period
Since the end of the period, in February 2009, we held an EGM to approve the
additional investment of GBP1.75m made by Mayfair Limited. The EGM was necessary
because the depressed share price meant that Mayfair's subscription for shares
would take them over the 30% shareholding limit above which an offer for the
Company is triggered under the Takeover Code. The Takeover Panel approved a
waiver to this rule, subject to independent shareholders' approval, which was
duly obtained at the EGM. As a result Mayfair now holds 59% of the issued share
capital of the Company.
We have also issued GBP150,000 in convertible redeemable loan notes to City of
London Group plc, and David Walton Masters, its Chairman.
Subsequently, David Walton Masters was appointed to the Board as non-executive
Director along with James Thornton. I welcome them to the Board and they bring
skills and experience which will be invaluable.
The conditions for our IFA businesses continue to be challenging, requiring a
continued focus on performance and cost control. Their performance will be kept
under close review and evaluation. We are currently considering a range of
potential options for their future.
Outlook
The prevailing economic outlook shows every sign of persisting for some time and
with reduced business levels, 2009 will present fresh challenges. It is also not
clear to what extent the broader political decisions relating to savings and
pensions will impact individuals and their investment decisions. However, these
factors are having a wide impact on markets and businesses across the industry
but will enable us to look at new opportunities.
We have made much progress on refocusing the business and with the actions
already taken are in a good position to take advantage of the current market
opportunities.
We are continuing our strategy of developing a broad based wealth management
business, and are actively seeking acquisition opportunities, where we can find
businesses of the right quality and valuation, and that can fit into our Group
vision.
I would like to thank all our investors for their support, and in particular
Mayfair and City of London for enabling us to rescue and stabilise the
Company. With their continuing long term support we can progress with cautious
confidence. We have the ability to sustain the current operations, can invest
when we identify the right opportunities, and will be well placed to take
advantage of any future improvements in the economy.
I do also wish to thank all our staff for their efforts during what has proved
to be a turbulent and difficult year.
Sir William Wells
Chairman
The Directors present their report with the financial statements of the Company
and the Group for the year ended 31 December 2008.
REPORT OF THE DIRECTORS
CHANGE OF NAME
The Group passed a special resolution on 21 November 2008 changing its name from
Arc Fund Management Holdings plc to Consolidated Asset Management (Holdings)
plc.
PRINCIPAL ACTIVITIES
The principal activities of the Group are that of wealth management and the
provision of independent financial advice. During the year under review, the
activities of fund management, corporate finance and the issue and sale of
structured products were discontinued.
REVIEW OF BUSINESS
The year under review has seen a number of significant changes in the Group, and
we end this year with a fundamentally different focus from that with which we
ended 2007.
Our principal objective has been to develop the wealth management division, and
in January 2009 we were pleased to add to this operation with the acquisition of
Independent Investment Associates Limited (IIA). This built on the acquisition
of Throgmorton Asset Management Ltd (TAM) in 2007, and was followed with the
acquisition of Throgmorton Financial Services Limited (TFS) in May.
We anticipate that IIA, led by two highly qualified and experienced IFAs, will
make a significant contribution to the development of our wealth management
businesses. We continue to lay the foundations of a sound future structure,
meeting both the market and regulatory demands and directions, whilst aligning
operations to the Board's commercial aims.
IIA, TAM, and TFS are companies which offer independent financial advice to
individuals through financial advisers, primarily targeting those with a high
net worth. Income is generated from a combination of initial commissions on new
business written, and recurring income on investment products held by clients.
These businesses are exposed to the financial market conditions, which were
especially difficult in the second half of 2008. Where the investment outlook is
uncertain, clients are reluctant to invest, with a risk that new business is
reduced. Unfortunately, the well-publicised failures of many household name
financial institutions, particularly those which had significant presences in
the UK savings market, coupled with the decline in stock market values, have
depleted the appetite of many for investments. The recurring income is also
generally linked to the value of client investments, and therefore can reduce as
market values fall.
This has meant that, at the end of the year, we have had to reconsider the
carrying value of our investments in these businesses against a background of
much worse broader economic conditions than those prevailing when we began the
acquisition process. Our current assessment must therefore be made at a
difficult stage in the cycle, and has to reflect the current investment trough.
Accordingly, we have taken a prudent view, leading to significant impairment
charges against the goodwill and client relationships acquired.
The market conditions also led the Board to decide to exit the fund management,
corporate finance and structured products segments, which were conducted through
Arc Fund Management Limited (AFML), Arc Equities Limited (AEL) and Arc Capital &
Income plc (ACI).
AFML is regulated by the FSA, and was engaged in the management of a series of
EIS growth funds, a VCT and an FSA-approved OEIC. AFML's speciality is
investment in smaller early stage companies, to which it also offers corporate
finance services, and relies on this corporate finance fee income to cover its
operating costs. This income is, by its nature, irregular and difficult to
forecast. The poor performance of the financial markets during the year markedly
worsened the outlook both for the early stage companies which comprised the
investments in the funds managed by AFML, and for AFML's corporate finance
income. AFML resigned as fund manager of the VCT in July 2008.
AEL was engaged in selling shares in early stage companies prior to their
admission to a trading facility. However, there are limited opportunities to
find suitable companies with high growth potential whose shares can be marketed
in this way. In particular, stock market confidence has a significant impact on
AEL's business prospects, and this was a significant factor in 2008.
Consequently, the operating costs for AFML and AE in 2008 were in excess of
their income levels. The outlook was also increasingly uncertain, which cast
doubt on the viability of these businesses. The market confidence which drives
much of the demand still shows little sign of returning.
Accordingly, the Board decided in September 2008 that it should dispose of these
companies so as to reduce the continuing exposure to their operating costs.
ACI creates and issues structured products for sale to investors. However, ACI's
ability to produce new products relies on market conditions, and in particular
volatility. It also relies on the availability and ability of suitable market
counterparties for the underlying derivatives which make up the structured
products. The business model relies on the maintenance of regular issuance of
new products. This became increasingly difficult during 2008, again as a
consequence of the state of global financial markets. This culminated with the
collapse of Lehman Brothers in September 2008. Lehman Brothers had been a
significant counterparty in the financial markets, and it was considered
probable that their failure would adversely impact the opportunities for the
derivative trades which are an essential component of structured products.
Even prior to September 2008, ACI was struggling to generate sufficient income
to cover its operating costs. With the added uncertainties in the derivative
markets leading to grave concerns over ACI's ability to deliver new products,
along with investor reactions against any kind of counterparty risk, the Board
decided that the most expedient course of action would also be to dispose of the
ACI business.
Consequently, in October 2008, it was announced that the Group had sold AFML,
AEL and ACI to John Gracey, who had previously been the Group's Finance
Director.
Following these changes, the name of the Group was changed to Consolidated Asset
Management (Holdings) plc.
TAM and TFS principally operate as providing a regulatory and administrative
framework for self-employed independent financial advisers (IFAs). The revenues
generated are then split between the company and the IFA. This arrangement does
have the benefit that there is no obligation to employment costs in respect of
IFAs, who have to generate revenue for the company in order to get paid
themselves. However, with FSA proposals potentially increasing regulations, the
Board are currently undertaking a strategic review of this business model to
ensure that we are positioned to take advantage of an upturn.
The Board's strategy is to continue to seek acquisitions of financial services
businesses, and is currently examining a range of potential opportunities.
However, the outlook for the sector is challenging at present, and a further
realignment of the valuations at which a number of organisations are being
offered for sale is required for these to progress further.
In December 2007, the Board was fortunate in securing the support of Mayfair
Limited as a long term investor. During the year, Mayfair subscribed for a
further GBP676,009 of share capital, and has increased this by a further
GBP1.75m since the period end. We are therefore able to take a positive long
term view from a secure capital base.
DIVIDENDS
No dividends will be distributed for the year ended 31 December 2008.
POLITICAL AND CHARITABLE CONTRIBUTIONS
During the period, the Group made charitable contributions of GBP1,376.
GROUP'S POLICY ON PAYMENT OF CREDITORS
It is the Group's policy to settle the terms of payment with suppliers on the
commencement of a business relationship. This ensures that suppliers are made
aware of those terms. Trade creditors represented 11 days purchases at 31
December 2008 (2007: 137 days).
DIRECTORS
The Directors shown below have held office during the whole of the period from 1
January 2008 to the date of this report.
Sir W H W Wells
H Bellingham
Other changes in Directors holding office are as follows:
C J Rowe - resigned 11 September 2008
J C Gracey - resigned 11 September 2008
S A Banks-Cooper - appointed 9 September 2008
A S Wilson - appointed 28 April 2008
S D G Hadley - resigned 15 February 2008
D R Walton Masters and J F Thornton were appointed as Directors on 20 March
2009, after the 31 December 2008 year end but prior to the date of this report.
DIRECTORS INTERESTS
The interests of the Directors who served during the year in the share capital
of the Company as at 31 December 2008 are set out below:
+----------------------------------------------------+--+-----------+--+-----------+--+
| Director | |Number of | | | |
| | | Ordinary | | | |
| | | Shares | | | |
+----------------------------------------------------+--+-----------+--+-----------+--+
| Sir W H W Wells | | 954,701 | |
+----------------------------------------------------+--+--------------+--------------+
| J C Gracey | | 2,615,570 | |
+----------------------------------------------------+--+--------------+--------------+
| C J Rowe | | 13,048,276 | |
+----------------------------------------------------+--+--------------+--------------+
| S D G Hadley | | 2,328,000 | |
+----------------------------------------------------+--+-----------+--+-----------+--+
The shareholding of S D G Hadley includes 465,600 shares held in the name of Mrs
H Hadley. S D G Hadley is also able to exercise voting rights in respect of
1,164,000 shares held in trust by an independent nominee.
The interests of the Directors in options over shares of the Company are:
+--------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| Director | | Number | | Type of option | | Date of | | Exercise | | Exercise | |
| | | of | | | | grant | | price | | period | |
| | | shares | | | | | | | | | |
| | | under | | | | | | | | | |
| | | option | | | | | | | | | |
+--------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| Sir W H W | | 250,000 | | Unapproved share | | 4 July 2006 | | 0.5p | | July 2016 | |
| Wells | | | | option | | | | | | | |
+--------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| Sir W H W | | 1,000,000 | | Unapproved share | | 4 October | | 14.0p | | October | |
| Wells | | | | option | | 2007 | | | | 2017 | |
+--------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| H Bellingham | | 250,000 | | Unapproved share | | 4 July 2006 | | 0.5p | | July 2016 | |
| | | | | option | | | | | | | |
+--------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| H Bellingham | | 150,000 | | Unapproved share | | 4 October | | 14.0p | | October | |
| | | | | option | | 2007 | | | | 2017 | |
+--------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| H Bellingham | | 250,000 | | Unapproved share | | 21 November | | 9.6p | | November | |
| | | | | option | | 2008 | | | | 2018 | |
+--------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| S A | | 9,393,472 | | Unapproved share | | 10 February | | 1.0p | | February | |
| Banks-Cooper | | | | option | | 2009 | | | | 2019 | |
+--------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
D R Walton Masters has an interest in GBP25,000 of the convertible redeemable
loan notes issued by the Company on 22 January 2009.
The interests of former Directors in options over shares of the Company are:
+------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| Director | | Number | | Type of option | | Date of | | Exercise | | Exercise | |
| | | of | | | | grant | | price | | period | |
| | | shares | | | | | | | | | |
| | | under | | | | | | | | | |
| | | option | | | | | | | | | |
+------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| J C Gracey | | 500,000 | | Unapproved share | | 4 July 2006 | | 6.5p | | July 2016 | |
| | | | | option | | | | | | | |
+------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| J C Gracey | | 355,263 | | Unapproved share | | 17 April | | 19.0p | | April 2017 | |
| | | | | option | | 2007 | | | | | |
+------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| J C Gracey | | 2,500,000 | | Unapproved share | | 4 October | | 14.0p | | October | |
| | | | | option | | 2007 | | | | 2017 | |
+------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| C J Rowe | | 500,000 | | Unapproved share | | 4 July 2006 | | 6.5p | | July 2016 | |
| | | | | option | | | | | | | |
+------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| C J Rowe | | 355,263 | | Unapproved share | | 17 April | | 19.0p | | April 2017 | |
| | | | | option | | 2007 | | | | | |
+------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| C J Rowe | | 2,500,000 | | Unapproved share | | 4 October | | 14.0p | | October | |
| | | | | option | | 2007 | | | | 2017 | |
+------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
| S D G | | 1,000,000 | | Unapproved share | | 21 November | | 6.5p | | November | |
| Hadley | | | | option | | 2008 | | | | 2018 | |
+------------+-+------------+-+-------------------+----------+--------------+-+----------+-+------------+-+
Under the terms of the agreements between the Company and J C Gracey and C J
Rowe on their resignation as Directors, they have retained the share option
entitlements which had previously been granted to them.
SUBSTANTIAL SHAREHOLDINGS
At 11 May 2009, the Company had been notified of the following interests which
exceed 3% of the Company's issued share capital:
+----------------------------------------+-------------------+
| | % |
+----------------------------------------+-------------------+
| Mayfair Limited | 58.94 |
+----------------------------------------+-------------------+
| Fiske Nominees Limited | 7.13 |
+----------------------------------------+-------------------+
| City of London Group plc | 5.29 |
+----------------------------------------+-------------------+
| Christopher Rowe | 4.35 |
+----------------------------------------+-------------------+
City of London Group plc also has an interest in convertible redeemable Loan
Notes. If these Loan Notes were to be converted at the above date, their holding
would represent 9.85% of the enlarged share capital of the Company.
DIRECTORS INDEMNITIES
The Company has made qualifying third party indemnity provisions for the benefit
of its Directors which remain in force at the date of this report.
RELATIONS WITH SHAREHOLDERS
The Board attaches great importance to maintaining good relationships with
shareholders. The Board regards the Annual General Meeting as an opportunity to
communicate directly with investors, who are encouraged to attend and
participate.
The Directors acknowledge the importance of the Principles set out in The
Combined Code issued by the Committee on Corporate Governance. Although the
Combined Code is not compulsory for AIM companies, the Directors intend to apply
the principles as far as practicable and appropriate for a relatively small
public company as follows:
THE BOARD OF DIRECTORS
The Board is responsible for strategy, performance, approval of major capital
projects and the framework of internal controls. To enable the Board to
discharge its duties, all Directors receive appropriate and timely information.
Briefing papers are distributed to all Directors in advance of Board meetings.
All Directors have access to the advice and services of the company secretary,
who is responsible for ensuring that board procedures are followed and that
applicable rules and regulations are complied with.
AUDIT COMMITTEE
The Audit Committee comprises Henry Bellingham as Chairman, and James Thornton.
It receives and reviews reports from management and the Company's auditors
relating to the annual and interim accounts and the accounting and internal
control systems of the Group. The Audit Committee has unrestricted access to the
Group's auditors.
REMUNERATION COMMITTEE
The remuneration committee comprises Sir William Wells as Chairman, and David
Walton Masters. It reviews the performance of the Executive Directors, sets
their remuneration, determines the payment of bonuses to Executive Directors and
considers the allocation of share options to Directors and employees
INTERNAL FINANCIAL CONTROL
The Board is responsible for establishing and maintaining the Group's system of
internal financial control and places importance on maintaining a strong control
environment. The key procedures which the Directors have established with a view
to providing effective internal financial control are as follows:
* The Group's organisational structure has clear lines of responsibility;
* The Company prepares a comprehensive annual budget that is approved by the
Board. Results are reported against the budget and variances are closely
monitored by the Directors;
* The Board is responsible for identifying the major business risks faced by the
Company and for determining the appropriate courses of action to manage those
risks;
* The Board is involved in regular subsidiary company board meetings and with
structured operational reporting requirements.
The Directors recognise, however, that such a system of internal financial
control can provide only reasonable, not absolute, assurance against material
misstatement or loss. The Directors have reviewed the effectiveness of the
system of internal financial control that will be operated by the Group.
SERVICE CONTRACTS
The Directors have service contracts and letters of appointment, which require
not less than 3 months' notice of termination.
MODEL CODE
The Company has adopted and operates a share dealing code for Directors and
senior executives on the same terms as the London Stock Exchange Model Code for
companies whose shares have been admitted to AIM.
GOING CONCERN
At 31 December 2008, the Group's current liabilities exceeded its current assets
by GBP293,410. On 19 January 2009, the Company entered into a short-term loan
agreement with Mayfair Limited with a facility of GBP250,000. This incorporated
a loan of GBP74,194 from Mayfair outstanding at 31 December 2008.
Subsequently, on 23 February 2009, the Company raised GBP1.75m from the issue of
new Ordinary Shares to Mayfair Limited, and repaid the loan from the proceeds.
On 23 January 2009, the Company entered into an agreement for convertible
redeemable loan notes to the value of GBP150,000 with City of London Group plc
and David Walton Masters.
The combination of these activities has provided the Company with approximately
GBP1.9m as additional working capital since 31 December 2008.
Based on a review of the Group's budgets and cash flow plans, the Directors are
satisfied that this funding means that the Group has sufficient resources to
continue its operations and to meet its commitments for a period of not less
than one year from the date of signature of this report.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable laws and regulations. The Directors are
required to prepare accounts for the Group in accordance with International
Financial Reporting Standards as adopted by the European Union (IFRS) and have
chosen to prepare Company financial statements in accordance with IFRS.
Company law requires the Directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the Company and of
the Group and of the profit or loss of the Group for that period. In preparing
those accounts, 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 standards have been followed;
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group will continue in business.
In the case of IFRS accounts, IAS 1 requires that financial statements present
fairly for each financial year the Company's financial position, financial
performance and cash flows. This requires the faithful representation of the
effects of transactions, other events and conditions in accordance with the
definitions and recognition criteria for assets, liabilities, income and
expenses set out in the International Accounting Standards Board's "Framework
for the Preparation and Presentation of Financial Statements". In virtually all
circumstances, a fair presentation will be achieved by compliance with all
applicable IFRS.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Group and to enable them to ensure that the accounts comply with the Companies
Act 1985. The Directors are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate
and financial information included on the Company's website,
consolidatedassetmanagement.co.uk. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Directors are aware, there is no relevant audit information (as
defined by Section 234ZA of the Companies Act 1985) of which the Group's
auditors are unaware, and each Director has taken all the steps that he ought to
have taken as a Director in order to make himself aware of any relevant audit
information and to establish that the Group's auditors are aware of that
information.
AUDITORS
The auditors, Rees Pollock, will be proposed for re-appointment at the
forthcoming Annual General Meeting.
BY ORDER OF THE BOARD:
C W Lawes
Secretary
20 May 2009
CONSOLIDATED INCOME STATEMENT
+-----------------------+---------------+-------------------+-------------------+
| | | 31.12.08 | 31.12.07 |
+-----------------------+---------------+-------------------+-------------------+
| | | GBP | GBP |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| CONTINUING OPERATIONS | | | |
+-----------------------+---------------+-------------------+-------------------+
| Revenue | | 2,327,530 | 537,119 |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Cost of sales | | (1,285,982) | (389,048) |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| GROSS PROFIT | | 1,041,548 | 148,071 |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Other gains and | | (624,827) | (35,841) |
| losses | | | |
+-----------------------+---------------+-------------------+-------------------+
| Administrative | | (1,846,999) | (597,644) |
| expenses | | | |
+-----------------------+---------------+-------------------+-------------------+
| Finance costs | | - | (21) |
+-----------------------+---------------+-------------------+-------------------+
| Finance income | | 44,579 | 49,003 |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| TRADING LOSS | | (1,385,699) | (436,432) |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Amortisation of | | (588,272) | (92,593) |
| intangible assets | | | |
+-----------------------+---------------+-------------------+-------------------+
| Provision for | | (5,445,192) | - |
| impairment of | | | |
| intangible assets | | | |
+-----------------------+---------------+-------------------+-------------------+
| Amortisation of | | (800) | - |
| goodwill | | | |
+-----------------------+---------------+-------------------+-------------------+
| Provision for | | (1,109,133) | (876,803) |
| impairment of | | | |
| goodwill | | | |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| LOSS BEFORE TAX | | (8,529,096) | (1,405,828) |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Tax | | 1,704,578 | 107,186 |
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| LOSS FOR THE YEAR | | (6,824,518) | (1,298,642) |
| FROM CONTINUING | | | |
| OPERATIONS | | | |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| DISCONTINUED | | | |
| OPERATIONS | | | |
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| (Loss)/profit from | | (3,026,182) | 760,102 |
| discontinued | | | |
| operations | | | |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| LOSS FOR THE YEAR | | (9,850,700) | (538,540) |
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Attributable to: | | | |
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Equity holders of the | | (9,850,700) | (538,540) |
| parent | | | |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Loss per share | | | |
| expressed in pence | | | |
| per share: | | | |
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Continuing operations | | | |
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Basic | | (4.64) | (1.62) |
+-----------------------+---------------+-------------------+-------------------+
| Diluted | | (4.62) | (1.58) |
+-----------------------+---------------+-------------------+-------------------+
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Continuing and | | | |
| discontinued | | | |
| operations | | | |
| | | | |
+-----------------------+---------------+-------------------+-------------------+
| Basic | | (6.70) | (0.67) |
+-----------------------+---------------+-------------------+-------------------+
| Diluted | | (6.67) | (0.66) |
+-----------------------+---------------+-------------------+-------------------+
CONSOLIDATED BALANCE SHEET
+------------------------+--------------+-------------------+-------------------+
| | | 31.12.08 | 31.12.07 |
+------------------------+--------------+-------------------+-------------------+
| | | GBP | GBP |
+------------------------+--------------+-------------------+-------------------+
| ASSETS | | | |
| | | | |
+------------------------+--------------+-------------------+-------------------+
| NON-CURRENT ASSETS | | | |
| | | | |
+------------------------+--------------+-------------------+-------------------+
| Goodwill | | 2,600 | - |
+------------------------+--------------+-------------------+-------------------+
| Intangible assets | | 532,237 | 3,547,435 |
+------------------------+--------------+-------------------+-------------------+
| Property, plant and | | 60,898 | 76,304 |
| equipment | | | |
+------------------------+--------------+-------------------+-------------------+
| Investments | | - | - |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| | | 595,735 | 3,623,739 |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| CURRENT ASSETS | | | |
| | | | |
+------------------------+--------------+-------------------+-------------------+
| Trade and other | | 128,720 | 996,392 |
| receivables | | | |
+------------------------+--------------+-------------------+-------------------+
| Other financial assets | | 46,500 | 1,672,411 |
+------------------------+--------------+-------------------+-------------------+
| Cash and cash | | 202,883 | 3,709,347 |
| equivalents | | | |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| | | 378,103 | 6,378,150 |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| TOTAL ASSETS | | 973,838 | 10,001,889 |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| EQUITY | | | |
| | | | |
+------------------------+--------------+-------------------+-------------------+
| SHAREHOLDERS' EQUITY | | | |
| | | | |
+------------------------+--------------+-------------------+-------------------+
| Ordinary share capital | | 865,579 | 618,181 |
+------------------------+--------------+-------------------+-------------------+
| Share premium | | 8,709,572 | 6,239,777 |
+------------------------+--------------+-------------------+-------------------+
| Other reserves | | 88,316 | 79,663 |
+------------------------+--------------+-------------------+-------------------+
| Retained earnings | | (9,483,369) | 367,331 |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| TOTAL EQUITY | | 180,098 | 7,304,952 |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| LIABILITIES | | | |
| | | | |
+------------------------+--------------+-------------------+-------------------+
| NON-CURRENT | | | |
| LIABILITIES | | | |
| | | | |
+------------------------+--------------+-------------------+-------------------+
| Deferred tax | | 122,227 | 809,452 |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| CURRENT LIABILITIES | | | |
| | | | |
+------------------------+--------------+-------------------+-------------------+
| Trade and other | | 666,088 | 1,778,348 |
| payables | | | |
+------------------------+--------------+-------------------+-------------------+
| Tax payable | | 5,425 | 109,137 |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| | | 671,513 | 1,887,485 |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| TOTAL LIABILITIES | | 793,740 | 2,696,937 |
+------------------------+--------------+-------------------+-------------------+
| | | | |
+------------------------+--------------+-------------------+-------------------+
| TOTAL EQUITY AND | | 973,838 | 10,001,889 |
| LIABILITIES | | | |
+------------------------+--------------+-------------------+-------------------+
The financial statements were approved by the Board of Directors and authorised
for issue on 20 May 2009 and were signed on its behalf by:
S A Banks-Cooper - Director
COMPANY BALANCE SHEET
+-----------------------+----------------+-------------------+-------------------+
| | | 31.12.08 | 31.12.07 |
+-----------------------+----------------+-------------------+-------------------+
| | | GBP | GBP |
+-----------------------+----------------+-------------------+-------------------+
| ASSETS | | | |
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| NON-CURRENT ASSETS | | | |
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| Property, plant and | | 4,316 | - |
| equipment | | | |
+-----------------------+----------------+-------------------+-------------------+
| Investments | | 678,002 | 3,227,585 |
+-----------------------+----------------+-------------------+-------------------+
| Deferred tax | | - | 1,749 |
+-----------------------+----------------+-------------------+-------------------+
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| | | 682,318 | 3,229,334 |
+-----------------------+----------------+-------------------+-------------------+
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| CURRENT ASSETS | | | |
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| Trade and other | | 81,558 | 364,540 |
| receivables | | | |
+-----------------------+----------------+-------------------+-------------------+
| Other financial | | - | 59,399 |
| assets | | | |
+-----------------------+----------------+-------------------+-------------------+
| Cash and cash | | 50,250 | 2,366,709 |
| equivalents | | | |
+-----------------------+----------------+-------------------+-------------------+
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| | | 131,808 | 2,790,648 |
+-----------------------+----------------+-------------------+-------------------+
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| TOTAL ASSETS | | 814,126 | 6,019,982 |
+-----------------------+----------------+-------------------+-------------------+
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| EQUITY | | | |
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| SHAREHOLDERS' EQUITY | | | |
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| Ordinary share | | 865,579 | 618,181 |
| capital | | | |
+-----------------------+----------------+-------------------+-------------------+
| Share premium | | 8,709,572 | 6,239,777 |
+-----------------------+----------------+-------------------+-------------------+
| Other reserves | | 88,316 | 79,663 |
+-----------------------+----------------+-------------------+-------------------+
| Retained earnings | | (9,473,221) | (1,249,360) |
+-----------------------+----------------+-------------------+-------------------+
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| TOTAL EQUITY | | 190,246 | 5,688,261 |
+-----------------------+----------------+-------------------+-------------------+
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| LIABILITIES | | | |
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| CURRENT LIABILITIES | | | |
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| Trade and other | | 623,880 | 331,721 |
| payables | | | |
+-----------------------+----------------+-------------------+-------------------+
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| TOTAL LIABILITIES | | 623,880 | 331,721 |
+-----------------------+----------------+-------------------+-------------------+
| | | | |
+-----------------------+----------------+-------------------+-------------------+
| TOTAL EQUITY AND | | 814,126 | 6,019,982 |
| LIABILITIES | | | |
+-----------------------+----------------+-------------------+-------------------+
The financial statements were approved by the Board of Directors and authorised
for issue on 20 May 2009 and were signed on its behalf by:
S A Banks-Cooper - Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
| | Share | | Share | | Other | | Profit | | Total | |
| |capital | |premium | |reserve | |and loss | | | |
| | | | | | | | account | | | |
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
| | GBP | | GBP | | GBP | | GBP | | GBP | |
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
+-----------------------+-+---------+-+---------+-+----------+-+---------+------+------+------+
| At 1 January 2007 | | 307,272 | 265,149 | 7,545 | 905,871 | 1,485,837 |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| Loss for the period | | - | - | - | (538,540) | (538,540) |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| Employee share option | | - | - | 72,118 | - | 72,118 |
| scheme: value of | | | | | | |
| employee services | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| Total recognised | | - | - | 72,118 | (538,540) | (466,422) |
| income and expense | | | | | | |
| for the period | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| Shares issued during | | 310,909 | 6,214,091 | - | - | 6,525,000 |
| the period | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| Cost of share issues | | - | (239,463) | - | - | (239,463) |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| At 31 December 2007 | | 618,181 | 6,239,777 | 79,663 | 367,331 | 7,304,952 |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+------+------+------+
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
| | Share | | Share | | Other | | Profit | | Total | |
| |capital | |premium | |reserve | |and loss | | | |
| | | | | | | | account | | | |
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
| | GBP | | GBP | | GBP | | GBP | | GBP | |
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
+-----------------------+-+---------+-+---------+-+----------+-+---------+------+------+------+
| At 1 January 2008 | | 618,181 | 6,239,777 | 79,663 | 367,331 | 7,304,952 |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| Loss for the period | | - | - | - | (9,850,700) | (9,850,700) |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| Employee share option | | - | - | 8,653 | - | 8,653 |
| scheme: value of | | | | | | |
| employee services | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| Total recognised | | - | - | 8,653 | (9,850,700) | (9,842,047) |
| income and expense | | | | | | |
| for the period | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| Shares issued during | | 247,398 | 2,469,795 | - | - | 2,717,193 |
| the period | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| At 31 December 2008 | | 865,579 | 8,709,572 | 88,316 | (9,483,369) | 180,098 |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+------+------+------+
COMPANY STATEMENT OF CHANGES IN EQUITY
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
| | Share | | Share | | Other | | Profit | | Total | |
| |capital | |premium | |reserve | |and loss | | | |
| | | | | | | | account | | | |
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
| | GBP | | GBP | | GBP | | GBP | | GBP | |
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
+-----------------------+-+---------+-+---------+-+----------+-+---------+------+------+------+
| At 1 January 2007 | | 307,272 | 265,149 | 7,545 | (43,387) | 536,579 |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| Loss for the period | | - | - | - | (1,205,973) | (1,205,973) |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| Employee share option | | - | - | 72,118 | - | 72,118 |
| scheme: value of | | | | | | |
| employee services | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| Total recognised | | - | - | 72,118 | (1,205,973) | (1,133,855) |
| income and expense | | | | | | |
| for the period | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| Shares issued during | | 310,909 | 6,214,091 | - | - | 6,525,000 |
| the period | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| Cost of share issues | | - | (239,463) | - | - | (239,463) |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| At 31 December 2007 | | 618,181 | 6,239,777 | 79,663 | (1,249,360) | 5,688,261 |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+------+------+------+
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
| | Share | | Share | | Other | | Profit | | Total | |
| |capital | |premium | |reserve | |and loss | | | |
| | | | | | | | account | | | |
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
| | GBP | | GBP | | GBP | | GBP | | GBP | |
+------------------------+---------+-+---------+-+---------+-+----------+-+---------+-+
+-----------------------+-+---------+-+---------+-+----------+-+---------+------+------+------+
| At 1 January 2008 | | 618,181 | 6,239,777 | 79,663 | (1,249,360) | 5,688,261 |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| Loss for the period | | - | - | - | (8,223,861) | (8,223,861) |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| Employee share option | | - | - | 8,653 | - | 8,653 |
| scheme: value of | | | | | | |
| employee services | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| Total recognised | | - | - | 8,653 | (8,223,861) | (8,215,208) |
| income and expense | | | | | | |
| for the period | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| Shares issued during | | 247,398 | 2,469,795 | - | - | 2,717,193 |
| the period | | | | | | |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+
| At 31 December 2008 | | 865,579 | 8,709,572 | 88,316 | (9,473,221) | 190,246 |
+-----------------------+-+-----------+-----------+------------+----------------+-------------+
| | | | | | | | | |
+-----------------------+-+---------+-+---------+-+----------+-+---------+------+------+------+
CONSOLIDATED CASH FLOW STATEMENT
+----------------------------+----------+-------------------+---------------------+
| | | 31.12.08 | 31.12.07 |
+----------------------------+----------+-------------------+---------------------+
| | | GBP | GBP |
+----------------------------+----------+-------------------+---------------------+
| Cash flows from operating | | | |
| activities | | | |
| | | | |
+----------------------------+----------+-------------------+---------------------+
| Cash used in operations | | (1,915,376) | (681,941) |
+----------------------------+----------+-------------------+---------------------+
| Tax paid | | (169,773) | (199,001) |
+----------------------------+----------+-------------------+---------------------+
| | | | |
+----------------------------+----------+-------------------+---------------------+
| Net cash used in operating | | (2,085,149) | (880,942) |
| activities | | | |
+----------------------------+----------+-------------------+---------------------+
| | | | |
+----------------------------+----------+-------------------+---------------------+
| Cash flows from investing | | | |
| activities | | | |
| | | | |
+----------------------------+----------+-------------------+---------------------+
| Purchase of property plant | | (40,118) | (41,553) |
| and equipment | | | |
+----------------------------+----------+-------------------+---------------------+
| Acquisition of | | (1,540,268) | (1,744,581) |
| subsidiaries net of cash | | | |
| acquired | | | |
+----------------------------+----------+-------------------+---------------------+
| Disposal of subsidiaries | | (864,840) | - |
| | | | |
+----------------------------+----------+-------------------+---------------------+
| Interest received | | 273,707 | 443,429 |
+----------------------------+----------+-------------------+---------------------+
| | | | |
+----------------------------+----------+-------------------+---------------------+
| Net cash used in investing | | (2,171,519) | (1,342,705) |
| activities | | | |
+----------------------------+----------+-------------------+---------------------+
| | | | |
+----------------------------+----------+-------------------+---------------------+
| Cash flows from financing | | | |
| activities | | | |
| | | | |
+----------------------------+----------+-------------------+---------------------+
| New loans in year | | 74,195 | - |
+----------------------------+----------+-------------------+---------------------+
| Proceeds from share issues | | 676,009 | 5,070,537 |
+----------------------------+----------+-------------------+---------------------+
| Interest paid | | - | (2,019) |
+----------------------------+----------+-------------------+---------------------+
| | | | |
+----------------------------+----------+-------------------+---------------------+
| Net cash from financing | | 750,204 | 5,068,518 |
| activities | | | |
+----------------------------+----------+-------------------+---------------------+
| | | | |
+----------------------------+----------+-------------------+---------------------+
| | | | |
+----------------------------+----------+-------------------+---------------------+
| Net (decrease)/Increase in | | (3,506,464) | 2,844,871 |
| cash and cash equivalents | | | |
+----------------------------+----------+-------------------+---------------------+
| Cash and cash equivalents | | 3,709,347 | 864,476 |
| at beginning of year | | | |
+----------------------------+----------+-------------------+---------------------+
| | | | |
+----------------------------+----------+-------------------+---------------------+
| Cash and cash equivalents | | 202,883 | 3,709,347 |
| at end of year | | | |
+----------------------------+----------+-------------------+---------------------+
COMPANY CASH FLOW STATEMENT
+-----------------------------+---------+-------------------+---------------------+
| | | 31.12.08 | 31.12.07 |
+-----------------------------+---------+-------------------+---------------------+
| | | GBP | GBP |
+-----------------------------+---------+-------------------+---------------------+
| Cash flows from operating | | | |
| activities | | | |
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| Cash used in operations | | (1,106,586) | (192,531) |
+-----------------------------+---------+-------------------+---------------------+
| Tax paid | | 72,406 | - |
+-----------------------------+---------+-------------------+---------------------+
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| Net cash used in operating | | (1,034,180) | (192,531) |
| activities | | | |
+-----------------------------+---------+-------------------+---------------------+
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| Cash flows from investing | | | |
| activities | | | |
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| Purchase of property plant | | (5,436) | - |
| and equipment | | | |
+-----------------------------+---------+-------------------+---------------------+
| Purchase of non-current | | (1,757,960) | (2,500,829) |
| investments | | | |
+-----------------------------+---------+-------------------+---------------------+
| Purchase of financial | | - | (59,399) |
| assets | | | |
+-----------------------------+---------+-------------------+---------------------+
| Disposal of subsidiaries | | (300,000) | - |
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| Interest received | | 30,914 | 48,000 |
+-----------------------------+---------+-------------------+---------------------+
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| Net cash used in investing | | (2,032,482) | (2,512,228) |
| activities | | | |
+-----------------------------+---------+-------------------+---------------------+
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| Cash flows from financing | | | |
| activities | | | |
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| New loans in year | | 74,194 | - |
+-----------------------------+---------+-------------------+---------------------+
| Share issue | | 676,009 | 5,070,537 |
+-----------------------------+---------+-------------------+---------------------+
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| Net cash from financing | | 750,203 | 5,070,537 |
| activities | | | |
+-----------------------------+---------+-------------------+---------------------+
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| Net (decrease)/Increase in | | (2,316,459 | 2,365,778 |
| cash and cash equivalents | | | |
+-----------------------------+---------+-------------------+---------------------+
| Cash and cash equivalents | | 2,366,709 | 931 |
| at beginning of year | | | |
+-----------------------------+---------+-------------------+---------------------+
| | | | |
+-----------------------------+---------+-------------------+---------------------+
| Cash and cash equivalents | | 50,250 | 2,366,709 |
| at end of year | | | |
+-----------------------------+---------+-------------------+---------------------+
1.RECONCILIATION OF LOSS BEFORE TAX TO CASH USED IN OPERATIONS
Group
+------------------------------+--------+-------------------+-------------------+
| | | 31.12.08 | 31.12.07 |
+------------------------------+--------+-------------------+-------------------+
| | | GBP | GBP |
+------------------------------+--------+-------------------+-------------------+
| (Loss)/profit before tax - | | (8,529,096) | (1,405,828) |
| continuing operations | | | |
+------------------------------+--------+-------------------+-------------------+
| (Loss)/profit before tax - | | (3,100,630) | 1,091,752 |
| discontinued operations | | | |
+------------------------------+--------+-------------------+-------------------+
| Depreciation charges | | 43,360 | 285,220 |
+------------------------------+--------+-------------------+-------------------+
| Loss on disposal of | | 5,915 | - |
| property, plant and | | | |
| equipment | | | |
+------------------------------+--------+-------------------+-------------------+
| Loss on disposal of | | 1,305,420 | - |
| subsidiaries | | | |
+------------------------------+--------+-------------------+-------------------+
| Client relationships | | 743,477 | - |
| amortisation | | | |
+------------------------------+--------+-------------------+-------------------+
| Impairment of client | | 5,445,192 | - |
| relationships | | | |
+------------------------------+--------+-------------------+-------------------+
| Goodwill amortisation | | 800 | - |
+------------------------------+--------+-------------------+-------------------+
| Impairment of goodwill | | 1,109,133 | 876,803 |
+------------------------------+--------+-------------------+-------------------+
| Equity settled share based | | 8,653 | 72,118 |
| transactions | | | |
+------------------------------+--------+-------------------+-------------------+
| Fair value adjustment to | | 1,151,274 | (406,249) |
| financial assets | | | |
+------------------------------+--------+-------------------+-------------------+
| (Increase)/decrease in | | (81,583) | (404,385) |
| financial assets | | | |
+------------------------------+--------+-------------------+-------------------+
| Finance costs | | - | 2,019 |
+------------------------------+--------+-------------------+-------------------+
| Finance income | | (273,707) | (443,429) |
+------------------------------+--------+-------------------+-------------------+
| | | | |
+------------------------------+--------+-------------------+-------------------+
| | | (2,171,792) | (331,979) |
| | | | |
+------------------------------+--------+-------------------+-------------------+
| Decrease in trade and other | | 767,982 | 249,147 |
| receivables | | | |
+------------------------------+--------+-------------------+-------------------+
| Decrease in trade and other | | (511,566) | (599,109) |
| payables | | | |
+------------------------------+--------+-------------------+-------------------+
| | | | |
+------------------------------+--------+-------------------+-------------------+
| Cash used in operations | | (1,915,376) | (681,941 |
+------------------------------+--------+-------------------+-------------------+
| | | | |
+------------------------------+--------+-------------------+-------------------+
Company
+------------------------------+--------+-------------------+-------------------+
| | | 31.12.08 | 31.12.07 |
+------------------------------+--------+-------------------+-------------------+
| | | GBP | GBP |
+------------------------------+--------+-------------------+-------------------+
| Loss before tax | | (8,222,112) | (1,285,429) |
| | | | |
+------------------------------+--------+-------------------+-------------------+
| Depreciation charges | | 1,120 | - |
+------------------------------+--------+-------------------+-------------------+
| Loss on disposal of | | 1,337,156 | - |
| subsidiaries | | | |
+------------------------------+--------+-------------------+-------------------+
| Investment provision | | 5,387,779 | 876,803 |
+------------------------------+--------+-------------------+-------------------+
| Net movement in financial | | 59,399 | - |
| assets | | | |
+------------------------------+--------+-------------------+-------------------+
| Equity settled share based | | 8,653 | 72,118 |
| transactions | | | |
+------------------------------+--------+-------------------+-------------------+
| Finance income | | (30,914) | (48,000) |
| | | | |
+------------------------------+--------+-------------------+-------------------+
| | | | |
+------------------------------+--------+-------------------+-------------------+
| | | (1,458,919) | (384,508) |
| | | | |
+------------------------------+--------+-------------------+-------------------+
| Decrease/(Increase) in trade | | 334,368 | (139,744) |
| and other receivables | | | |
+------------------------------+--------+-------------------+-------------------+
| Increase in trade and other | | 17,965 | 331,721 |
| payables | | | |
+------------------------------+--------+-------------------+-------------------+
| | | | |
+------------------------------+--------+-------------------+-------------------+
| Cash used in operations | | (1,106,586) | (192,531 |
+------------------------------+--------+-------------------+-------------------+
2.CASH AND CASH EQUIVALENTS
The amounts disclosed on the cash flow statements in respect of cash and cash
equivalents are in respect of these balance sheet amounts:
+--------------------+-------+------------+------------+------------+------------+
| | | Group | Company |
+--------------------+-------+-------------------------+-------------------------+
| Year ended 31 | | | | | |
| December 2008 | | | | | |
+--------------------+-------+------------+------------+------------+------------+
| | | 31.12.08 | 1.1.08 | 31.12.08 | 1.1.08 |
+--------------------+-------+------------+------------+------------+------------+
| | | GBP | GBP | GBP | GBP |
+--------------------+-------+------------+------------+------------+------------+
| Cash and cash | | 202,883 | 3,709,347 | 50,250 | 2,366,709 |
| equivalents | | | | | |
+--------------------+-------+------------+------------+------------+------------+
| | | | | | |
+--------------------+-------+------------+------------+------------+------------+
| Year ended 31 | | | | | |
| December 2007 | | | | | |
+--------------------+-------+------------+------------+------------+------------+
| | | 31.12.07 | 1.1.07 | 31.12.07 | 1.1.07 |
+--------------------+-------+------------+------------+------------+------------+
| | | GBP | GBP | GBP | GBP |
+--------------------+-------+------------+------------+------------+------------+
| Cash and cash | | 3,709,347 | 864,476 | 2,366,709 | 931 |
| equivalents | | | | | |
+--------------------+-------+------------+------------+------------+------------+
3.ACQUISITION OF BUSINESS
During the year the Group acquired the entire issued share capital of
Independent Investment Associates Limited and Throgmorton Financial Services
Limited.
The net cash outflow on acquisitions, amounted to GBP1,107,742 in respect of
Independent Investment Associates Limited, GBP432,526 in respect of Throgmorton
Financial Services Limited and GBP1,540,268 in total.
4.DISPOSAL OF BUSINESS
During the year Arc Fund Management Limited, Arc Equities Limited and Arc
Capital & Income plc were disposed of by the Group. These discontinued
operations expended GBP402,033 to net operating cash outflows and received
GBP73,593 in respect of investing activities.
The net cash outflows on disposal, amounted to:
+------------------------------------------------+------------------------------------------------+
| | GBP |
+------------------------------------------------+------------------------------------------------+
| Arc Fund Management Limited | 397,507 |
+------------------------------------------------+------------------------------------------------+
| Arc Equities Limited | 1,310 |
+------------------------------------------------+------------------------------------------------+
| Arc Capital & Income plc | 466,023 |
+------------------------------------------------+------------------------------------------------+
| | |
+------------------------------------------------+------------------------------------------------+
| | 864,840 |
+------------------------------------------------+------------------------------------------------+
The summary accounts set out above do not constitute statutory accounts as
defined by Section 240 of the UK Companies Act 1985. The summarised consolidated
balance sheet at 31 December 2008 and the summarised consolidated income
statement, summarised consolidated statement of changes in equity and the
summarised consolidated cash flow statement for the year then ended have been
extracted from the Group's 2008 statutory financial statements upon which the
auditors' opinion is unqualified. The results for the year ended 31 December
2007 have been extracted from the statutory accounts for that period, which
contain an auditors' report which is unqualified.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Consolidated Asset
Management (Holdings) plc (the "Company") will be held at the Company's offices
at 58 Queen Anne Street London EC3R 8EB on 18 June 2009 at 8.30am for the
transaction of the following business:
To consider and, if thought fit, to pass the following resolutions, numbers 1 to
9 and 13 of which will be proposed as ordinary resolutions and numbers 10 to 12
of which will be proposed as special resolutions:
1) That the Company's annual accounts for the year ended 31 December 2008,
together with the Directors' report and the auditors' report on those accounts,
be received and adopted.
2) That Sir William Wells be re-elected as a Director.
3) That Henry Bellingham be re-elected as a Director.
4) That Simon Banks-Cooper, who has been appointed as a Director since the last
Annual General Meeting, be elected as a Director.
5) That James Thornton, who has been appointed as a Director since the last
Annual General Meeting, be elected as a Director.
6) That David Walton Masters, who has been appointed as a Director since the
last Annual General Meeting, be elected as a Director.
7) That Rees Pollock be re-appointed as auditors to the Company until the
conclusion of the next Annual General Meeting of the Company
8) That the Directors be authorised to agree and fix the auditors' remuneration.
9) THAT for the purposes of section 80 of the Companies Act 1985 (and so that
expressions used in this resolution shall bear the same meanings as in the said
section 80):
(a) the Directors be and are generally and unconditionally authorised to
exercise all powers of the Company to allot relevant securities up to a maximum
nominal amount of GBP3,250,000 to such persons and at such times and on such
terms as they think proper during the period expiring at the end of the next
Annual General Meeting of the Company to be held after the date on which this
resolution is passed (unless previously revoked or varied by the Company in
general meeting); and
(b) the Company be and is hereby authorised to make prior to the expiry of
such period any offer or agreement which would or might require relevant
securities to be allotted after the expiry of the said period and the Directors
may allot relevant securities in pursuance of any such offer or agreement
notwithstanding the expiry of the authority given by this resolution;
and so that all previous authorities of the Directors pursuant to the said
section 80 be and are hereby revoked.
10) THAT the Directors be and are empowered in accordance with section 95 of the
Companies Act 1985 (the "Act") to sell treasury shares (as defined in section
162A of the Act) for cash and, subject to and conditionally upon the passing of
resolution 9 set out in the Notice convening this Meeting, make other allotments
of equity securities (and the expression "allotment of equity securities" and
like expressions used in this resolution shall have the meaning given to them by
virtue of section 94 of the Act) for cash pursuant to the authority conferred on
them to allot relevant securities (as defined in section 80 of the Act) by that
resolution, in each case, as if section 89(1) and sub-sections (1)-(6) of
section 90 of the Act did not apply to any such sale or allotment, provided that
the power conferred by this resolution shall be limited to:
(a) the allotment of equity securities in connection with an issue or
offering in favour of holders of equity securities and any other persons
entitled to participate in such issue or offering (other than the company itself
in respect of any shares held by it as treasury shares) where the equity
securities respectively attributable to the interests of such holders and
persons are proportionate (as nearly as may be) to the respective number of
equity securities held by or deemed to be held by them on the record date of
such allotment, subject only to such exclusions or other arrangements as the
Directors may consider necessary or expedient to deal with fractional
entitlements or legal or practical problems under the laws or requirements of
any recognised regulatory body or stock exchange in any territory; and
(b) the allotment of equity securities (otherwise than pursuant to paragraph
(a) of this resolution) up to an aggregate nominal value not exceeding
GBP2,000,000; and this power, unless renewed, shall expire at the end of the
next Annual General Meeting of the Company to be held after the date on which
this resolution is passed but shall extend to the making, before such expiry, of
an offer or agreement which would or might require an allotment of equity
securities in pursuance of such offer or agreement as if the authority conferred
hereby had not expired.
11) THAT the Company be and is hereby generally and unconditionally authorised
for the purpose of section 166 of the Companies Act 1985 to make market
purchases (as defined in section 163 of the said Act) of ordinary shares of 0.5p
each in the capital of the Company ("ordinary shares") provided that:
(a) the maximum number of ordinary shares hereby authorised to be purchased
is 29,990,144;
(b) the minimum price (exclusive of expenses) which may be paid for an
ordinary share is 0.5p per share, being the nominal amount thereof;
(c) the maximum price (exclusive of expenses) which may be paid for an
ordinary share is an amount equal to 105% of the average market value of an
ordinary share for the five business days prior to the day the purchase is made;
(d) the authority hereby conferred shall (unless previously renewed or
revoked) expire on the earlier of the end of the next Annual General Meeting of
the Company and the date which is 18 months after the date on which this
resolution is passed;
(e) the Company may make a contract to purchase its own ordinary shares under
the authority conferred by this resolution prior to the expiry of such
authority, and such contract will or may be executed wholly or partly after the
expiry of such authority, and the Company may make a purchase of its own
ordinary shares in pursuance of any such contract; and
(f) ordinary shares purchased pursuant to the authority conferred by this
resolution shall be either (i) cancelled immediately upon completion of the
purchase or (ii) be held, sold, transferred or otherwise dealt with as treasury
shares in accordance with the provisions of the Companies Act 1985.
12) THAT, with effect from 00.01 a.m. on 1 October 2009:
(a) the Articles of Association of the Company be amended by deleting all the
provisions of the Company's Memorandum of Association which, by virtue of
section 28 of the Companies Act 2006, are to be treated as provisions of the
Company's Articles of Association; and
(b) the Articles of Association produced to the meeting and initialled by the
chairman of the meeting for the purpose of identification be adopted as the
Articles of Association of the Company in substitution for, and to the exclusion
of, the existing Articles of Association.
13) THAT the Consolidated Asset Management (Holdings) PLC Share Option Scheme
2009 ('the New Option Scheme'), the main features of which are set out in
Appendix 2 and the rules of which are produced to the Meeting and signed by the
Chairman for the purpose of identification, be and are hereby approved and that
the Directors be and hereby authorised to do all such acts and things as they
may consider necessary or expedient to carry the New Option Scheme into effect.
By order of the Board:
Christopher Lawes
Secretary
Dated: 20 May 2009
Registered Office:
58 Queen Anne Street
London
EC3R 8EB
Notes
1) Copies of the following documents will be available for inspection at the
Company's registered office at 58 Queen Anne Street, London EC3R 8EB during
usual business hours on any weekday (Saturdays, Sundays and public holidays
excluded) from the date of this Notice until the conclusion of the Annual
General Meeting and at the place of the Annual General Meeting itself from 15
minutes before the Annual General Meeting until the conclusion of the Annual
General Meeting:
(a) the proposed new articles of association of the Company and a copy of the
existing articles of association marked to show the changes being proposed by
resolution 12 above;
(b) the service contract of Simon Banks-Cooper;
(c) the letters of appointment between the Company and each of the
non-executive directors of the Company; and
(d) the proposed Consolidated Asset Management (Holdings) PLC Share Option
Scheme 2009.
2) Members are entitled to appoint a proxy to exercise all or any of their
rights to attend and to speak and vote on their behalf at the meeting. A
shareholder may appoint more than one proxy in relation to the Annual General
Meeting provided that each proxy is appointed to exercise the rights attached to
a different share or shares held by that shareholder. Where more than one proxy
is appointed, a member must specify the number of shares the rights in respect
of which each proxy is entitled to exercise. A proxy need not be a shareholder
of the Company. A Form of Proxy which may be used to make such appointment and
give proxy instructions accompanies this notice.
3) To be valid, the Form of Proxy must be received at the Company's registered
office at 58 Queen Anne Street, London EC3R 8EB by no later than 8.30am on 16
June 2009.
4) The return of a completed Form of Proxy will not prevent a shareholder
attending the Annual General Meeting and voting in person if he/she wishes to do
so.
5) Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001,
only shareholders registered in the register of members of the Company as at
6.00pm on 16 June 2009 shall be entitled to attend and vote at the Annual
General Meeting in respect of the number of shares registered in their name at
such time. If the Annual General Meeting is adjourned, the time by which a
person must be entered on the register of members of the Company in order to
have the right to attend and vote at the adjourned meeting is 6.00pm on the day
preceding the date fixed for the adjourned meeting. Changes to the register of
members after the relevant times shall be disregarded in determining the rights
of any person to attend and vote at the meeting.
6) As at 19 May 2009 (being the latest practicable date prior to the publication
of this document), the Company's issued share capital consists of 299,901,444
ordinary shares of 0.5p each and which each carry one vote. Therefore, the total
voting rights in the Company as at 19 May 2009 are 299,901,444.
7) In order to facilitate voting by corporate representatives at the meeting,
arrangements will be put in place at the meeting so that (i) if a corporate
shareholder has appointed the chairman of the meeting as its corporate
representative with instructions to vote on a poll in accordance with the
directions of all of the other corporate representatives for that shareholder at
the meeting, then, on a poll, those corporate representatives will give voting
directions to the chairman and the chairman will vote (or withhold a vote) as
corporate representative in accordance with those directions; and (ii) if more
than one corporate representative for the same corporate shareholder attends the
meeting but the corporate shareholder has not appointed the chairman of the
meeting as its corporate representative, a designated corporate representative
will be nominated, from those corporate representatives who attend, who will
vote on a poll and the other corporate representatives will give voting
directions to that designated corporate representative. Corporate shareholders
are referred to the guidance issued by the Institute of Chartered Secretaries
and Administrators on proxies and corporate representatives (www.icsa.org.uk)
for further details of this procedure. The guidance includes a sample form of
representation letter if the chairman is being appointed as described in (i)
above. In particular, the Company notes the recommendation of the Institute of
Chartered Secretaries and Administrators that corporate shareholders intending
to vote part(s) of their shareholdings in different ways appoint proxies rather
than corporate representatives.
For Further information please contact:
Consolidated Asset Management (Holdings) plc0845 838 4756
Simon Banks-Cooper, Chief Executive Officer
Strand Partners Limited 020 7409 3494
Simon Raggett/ Paul Cocker
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BCGDULSDGGCG
Consol.Asst.Mgt (LSE:CAMH)
過去 株価チャート
から 5 2024 まで 6 2024
Consol.Asst.Mgt (LSE:CAMH)
過去 株価チャート
から 6 2023 まで 6 2024
